What changed in this filing

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Item 1A. Risk Factors

2022-11-07 compared with 2022-08-10 · 67 added, 215 removed, 6 unchanged (98% of the section changed)

As 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 those added below, could result in a significant or material

adverse effect on our results of operations or financial condition.

Additional risk factors not presently known to us or that we currently

deem immaterial may also impair our business or results of operations.

We may disclose changes to such risk factors or disclose additional

risk factors from time to time in our future filings with the SEC.

Changes 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 combination.

We 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 we are required to comply with certain SEC and potentially other legal and regulatory requirements, our consummation

of an Initial 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.

with and monitoring of 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.

On March 30, 2022, the SEC issued proposed rules

(the “SPAC Rule Proposals”) 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;

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.

These rules, 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 and could materially

impair our ability to complete an Initial Business Combination.

If 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 severely restricted.

in such circumstances, we would expect to abandon our efforts to complete an Initial Business Combination and instead liquidate the Company,

If 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.

In addition, 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.

In 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.

We do not 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 equity fund.

We 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.

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;

or (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

We 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 be considered an investment

company and thus to be subject to the Investment Company Act.

The SPAC Rule Proposals relate to, among other

items, the extent to which SPACs could become subject to regulation under the Investment Company Act.

The SPAC Rule Proposals 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.

The duration 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

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.

Because the SPAC Rule Proposals

have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC,

including a company like ours, that has not entered into a definitive agreement within 18 months after the effective date of the IPO Registration

Statement or that does not complete its Business Combination within 24 months after such date.

We have not entered into a definitive

Business Combination agreement within 18 months after the effective date of our Registration Statement and may not complete our Business

Combination within 24 months of such date.

As a result, it is possible that a claim could be made that we have been operating as an unregistered

investment company.

If we are deemed to be an

investment company under the Investment Company Act, our activities would be severely restricted, including:

- restrictions on the nature of our investments;

- restrictions on the issuance of securities.

In addition, we would be subject to

burdensome compliance requirements, including:

- registration as an investment company with the SEC;

- adoption of a specific form of corporate structure;

- reporting, record keeping, voting, proxy and disclosure requirements

and other rules and regulations that we are currently not subject to.

We do not believe that our principal activities

will subject us to regulation as an investment company under the Investment Company Act.

However, if we are deemed to be an investment

company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens

and expenses for which we have not allotted funds.

As a result, if we are deemed to be an investment company under the Investment Company

Act, we would expect to abandon our efforts to complete an Initial Business Combination and instead to liquidate the Company.

The SEC has recently

issued the SPAC Rule Proposals.

Certain of the procedures that we, a potential Business Combination target, or others may determine to

undertake in connection with such proposals may increase our costs and the time needed to complete our Business Combination and may constrain

the circumstances under which we could complete a Business Combination.

The need for compliance with the SPAC Rule Proposals may cause

us to liquidate the funds in the trust account or liquidate the Company at an earlier time than we might otherwise choose.

On March 30, 2022, the SEC

issued the SPAC Rule Proposals related to, among other items, disclosures in business combination transactions between SPACs such as us

and private operating companies;

the condensed financial statement requirements applicable to transactions involving shell companies;

the use of projections by SPACs 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, 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.

The SPAC Rule

Proposals have not yet been adopted, and may be adopted in the proposed form or in a different form which could impose additional regulatory

requirements on SPACs.

Certain of the procedures that we, a potential Business Combination target, or others may determine to undertake

in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the

costs and time of negotiating and completing a Business Combination, and may constrain the circumstances under which we could complete

a Business Combination.

The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the trust account

or liquidate the Company at an earlier time than we might otherwise choose.

To mitigate the risk

that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee

to liquidate the securities held in the trust account and instead to hold the funds in the trust account in cash until the earlier of

the consummation of our Initial Business Combination or our liquidation.

As a result, following the liquidation of securities in the trust

account, we would likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount

our public shareholders would receive upon any redemption or liquidation of the Company.

The funds in the trust account

have, since our initial public offering, been held only in U.S.

government treasury obligations with 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.

However, to mitigate the risk of us being deemed to be an unregistered investment company (including under

the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act,

we may, at any time, and we expect that we will, on or prior to the 24-month anniversary of the effective date of the Registration Statement,

instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S.

treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until

the earlier of consummation of our Business Combination or liquidation of the Company.

Following such liquidation, we would likely receive

minimal interest, if any, on the funds held in the trust account.

However, interest previously earned on the funds held in the trust account

still may be released to us to pay our taxes, if any, and certain other expenses as permitted.

As a result, any decision to liquidate

the securities held in the trust account and thereafter to hold all funds in the trust account in cash would reduce the dollar amount

our public shareholders would receive upon any redemption or liquidation of the Company.

In addition, even prior to

the 24-month anniversary of the effective date of the Registration Statement, we may be deemed to be an investment company.

that the funds in the trust account are held in short-term U.S.

government treasury obligations or in money market funds invested exclusively

in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment

company, in which case we may be required to liquidate the Company.

Accordingly, we may determine, in our discretion, to liquidate the

securities held in the trust account at any time, even prior to the 24-month anniversary, and instead hold all funds in the trust account

in cash, which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the

As the number of SPACs

increases, there may be more competition to find an attractive target for an Initial Business Combination.

This could increase the costs

associated with completing our Initial Business Combination and may result in our inability to find a suitable target for our Initial

Business Combination.

In recent years, the number of SPACs that have

been formed has increased substantially.

Many companies have entered into business combinations with SPACs, and there are still many SPACs

seeking targets for their Initial Business Combination, as well as many additional SPACs currently in registration.

As a result, at times,

fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable target for an Initial

10-Q there have been changes to the risk factors disclosed in our Prospectus filed with the SEC on January 11, 2021, our Form 10-K filed

with the SEC on March 18, 2022 and our Form 10-Q filed with the SEC on August 10, 2022;

Any of these factors, including those

added below, could result in a significant or material adverse effect on our results of operations or financial condition.

risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

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

Were we considered to be a “foreign

person,” we might not be able to complete an initial Business Combination with a U.S.

target company if such initial Business Combination

is subject to U.S.

foreign investment regulations and review by a U.S.

government entity such as the Committee on Foreign Investment in

the United States (“CFIUS”), or ultimately prohibited.

Certain federally licensed

businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership.

In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States

by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Were we considered

to be a “foreign person” under such rules and regulations, any proposed Business Combination between us and a U.S.

engaged in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions and/or CFIUS

The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include

certain non-controlling investments in sensitive U.S.

businesses and certain acquisitions of real estate even with no underlying U.S.

FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory

If our potential initial Business Combination with a U.S.

business falls within the scope of foreign ownership restrictions,

we may be unable to consummate an initial Business Combination with such business.

In addition, if our potential Business Combination

falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS,

or to proceed with the initial Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial

Business Combination.

In addition, because there are more SPACs seeking

to enter into an Initial Business Combination with available targets, the competition for available targets with attractive fundamentals

or business models may increase, which could cause target companies to demand improved financial terms.

Attractive deals could also become

scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions or increases in the cost of additional

capital needed to close business combinations or operate targets post-business combination.

This could increase the cost of, delay or

otherwise complicate or frustrate our ability to find a suitable target for and/or complete our Initial Business Combination and may result

in our inability to consummate an Initial Business Combination on terms favorable to our investors altogether.

Our independent registered

public accounting firm has expressed substantial doubt about our ability to continue as a “going concern.”

Our independent registered

public accounting firm has expressed substantial doubt about our ability to continue as a going concern, since we will cease all operations

except for the purpose of liquidating if we are unable to complete a Business Combination by January 14, 2023 (unless that time period

is extended).

As of June 30, 2022, we had cash of approximately $389,000 held outside of the trust account.

We have incurred and expect

to continue to incur significant costs in pursuit of our Business Combination.

Our plans to consummate our Business Combination may not

be successful.

The condensed unaudited financial statements contained elsewhere in this Report do not include any adjustments that might

result from our inability to continue as a going concern.

Our sponsor is a U.S.

entity, and the managing member of our sponsor is a U.S.

Although a small number of

foreign investors from Bermuda (including one of our directors, Andrew Cook) collectively hold an approximately 5.9% minority interest

in our sponsor, our sponsor is not controlled by, and we do not believe that our sponsor has substantial ties with, a non-U.S.

However, if CFIUS has jurisdiction over our initial Business Combination, CFIUS may decide to block or delay our initial Business Combination,

impose conditions to mitigate national security concerns with respect to such initial Business Combination or order us to divest all or

a portion of a U.S.

business of the combined company if we had proceeded without first obtaining CFIUS clearance.

If we were considered

to be a “foreign person,” foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of

a transaction with us or prevent us from pursuing certain initial Business Combination opportunities that we believe would otherwise be

beneficial to us and our shareholders.

As a result, the pool of potential targets with which we could complete an initial Business Combination

could be limited and we could be adversely affected in terms of competing with other SPACs which do not have similar foreign ownership

Moreover, the process of government

review, whether by CFIUS or otherwise, could be lengthy.

Because we have only a limited time to complete our initial Business Combination,

our failure to obtain any required approvals within the requisite time period may require us to liquidate.

If we liquidate, our public

shareholders may only receive $10.00 per share, and our warrants will expire worthless.

This will also cause you to lose any potential

investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation

in the combined company.

Our independent registered public accounting

firm has expressed substantial doubt about our ability to continue as a “going concern.”

When issuing their report on our December

31, 2021 financial statements, our independent registered public accounting firm expressed substantial doubt about our ability to

continue as a going concern, since we will cease all operations except for the purpose of liquidating if we are unable to complete a

Business Combination by January 14, 2023 (unless that time period is extended).

As of September 30, 2022, we had cash of

approximately $247,000 held outside of the trust account.

We have incurred significant costs and may incur

additional costs in pursuit of our Business Combination.

Our plans to consummate our Business Combination may not be successful.

The condensed unaudited financial statements contained elsewhere in this Report do not include any adjustments that might result

from our inability to continue as a going concern.

UNREGISTERED SALES OF EQUITY SECURITIES AND

3 unchanged sentences

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What changed 10-Q

Item 1A. Risk Factors