What changed in this filing

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Item 1A. Risk Factors

2023-05-16 compared with 2022-11-07 · 8 added, 71 removed, 2 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, 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.

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

USE OF PROCEEDS

As 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-K filed with the SEC

on March 31, 2023.

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.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

1 unchanged sentence

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