What changed in this filing

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Item 1A. Risk Factors

2022-05-12 compared with 2021-11-12 · 88 added, 2 removed, 5 unchanged (95% of the section changed)

of the date of this Quarterly Report on Form 10-Q there have been no changes to the risk factors disclosed in our Prospectus filed with

the SEC on January 11, 2021 and our Form 10-Q filed with the SEC on May 20, 2021;

of the date of this Quarterly Report on Form 10-Q there have been changes to the risk factors disclosed in our Prospectus filed with

the SEC on January 11, 2021 and our Form 10-K filed with the SEC on March 18, 2022;

Any of these factors, including that added

3 unchanged sentences

disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

in laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations,

interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial business

are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state

and local governments and applicable non-U.S.

jurisdictions.

In particular, our consummation of a business combination may be contingent

upon our ability to comply with certain laws, regulations, interpretations and applications, and any post-business combination company

may be subject to additional laws, regulations, interpretations and applications.

Compliance with the foregoing may be difficult, time

consuming and costly.

Laws and regulations and their interpretation and application may also change from time to time, and those changes

could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination.

A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business,

including our ability to negotiate and complete an initial business combination.

March 30, 2022, the SEC issued proposed rules relating to, among other items, disclosures in business combination transactions involving

SPACs and private operating companies;

the financial statement requirements applicable to transactions involving shell companies;

use of projections in SEC filings in connection with proposed business combination transactions;

the potential liability of certain participants

in proposed business combination transactions;

and the extent to which SPACs could become subject to regulation under the Investment

Company Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company

if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

if adopted, whether in the form proposed or in a revised form, may increase the costs of and the time needed to negotiate and complete

an initial business combination, and may constrain the circumstances under which we could complete an initial business combination.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

we are deemed to be an investment company under the Investment Company Act, our activities would be restricted, including through restrictions

on the nature of our investments, restrictions on our issuance of securities and restrictions on our incurrence of debt.

we would have imposed upon us extensive regulatory requirements, including to register as an investment company with the SEC, adopt a

specified form of corporate structure and comply with reporting, record keeping, voting, proxy and disclosure requirements and other

rules and regulations to which we are currently not subject.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must

ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities

do not include investing, reinvesting, owning, holding or trading of “investment securities” constituting more than 40% of

our total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business is to identify and

complete an initial business combination and thereafter operate the post-transaction business or assets for the long term.

plan to invest in businesses or assets with a view to resale or profiting from their resale.

We do not plan to buy multiple unrelated

businesses or assets or to be a passive investor.

We do not plan to buy or sell businesses in the manner of a merchant bank or private

do not believe that our principal activities will subject us to the Investment Company Act.

To this end, the proceeds held in the trust

account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment

Company Act, having a maturity of 185 days or less, or in money market funds investing solely in U.S.

government treasury obligations

and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

Pursuant to the trust agreement, the trustee is not

permitted to invest in other securities or assets.

By restricting the investment of the trust account, and by having a business plan

targeted at acquiring and growing a business for the long term, we intend to avoid being deemed an “investment company” within

the meaning of the Investment Company Act.

Holding securities in our Company is not intended for persons who are seeking a return on

investments in government securities or investment securities.

Instead, the trust account is intended as a holding place for funds pending

the earliest to occur of:

(i) the completion of our initial business combination;

(ii) the redemption of any public shares

properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to

modify the substance or timing of our obligation to offer redemption rights in connection with any proposed initial business combination

(B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity;

(iii) absent an initial business combination within the Combination Period, our return of the funds held in the trust account to

our public shareholders as part of our redemption of the public shares.

are aware of litigation against certain special purpose acquisition companies asserting that, notwithstanding the foregoing, those special

purpose acquisition companies should be considered investment companies.

Although we believe that these claims are without merit, we

cannot guarantee that we will not considered an investment company and thus to be subject to the Investment Company Act.

addition, on March 30, 2022, the SEC issued proposed rules relating to, among other items, the extent to which SPACs could become subject

to regulation under the Investment Company Act.

The SEC’s proposed rule under the Investment Company Act would provide a safe harbor

for SPACs from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that

the SPACs satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

component of the proposed safe harbor rule would require a SPAC to file a report on Form 8-K with the Commission announcing that it has

entered into an agreement with the target company (or companies) to engage in an initial business combination no later than 18 months

after the effective date of the SPAC’s registration statement for its initial public offering.

The SPAC would then be required

to complete its initial business combination no later than 24 months after the effective date of its registration statement for its initial

public offering.

Although that proposed safe harbor rule has not yet been adopted, the SEC has indicated that there are serious questions

concerning the applicability of the Investment Company Act to a SPAC that does not complete its initial business combination within the

proposed time frame set forth in the proposed safe harbor rule.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors