Item 1A. Risk Factors
Item
1A. Risk Factors
As
of the date of this Quarterly Report on Form 10-Q, except as disclosed below, there have been no material changes to the risk
factors disclosed in our final prospectus dated June 23, 2021 filed with the SEC, the Company’s Annual Report on Form 10-K for
the year ended December 31, 2021, and the Company’s Form 8 K/A filed with the SEC on April 15, 2022, except we may disclose changes
to such factors or disclose additional factors from time to time in our future filings with the SEC. Any of these factors 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.
The
risk factor captioned “Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect
our business, including our ability to negotiate and complete our initial business combination and results of operations.” in our
final prospectus dated June 23, 2021 is replaced in its entirety with the following risk factor:
Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability
to negotiate and complete our initial Business Combination and results of operations.
We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply
with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult,
time consuming and costly. Those 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, investments and results of operations. In addition, 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 our initial Business Combination, and results of operations.
On
March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions
involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell
companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions;
increasing 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. These rules, if adopted, whether in the form proposed or
in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase
the costs and time related thereto.
Item
2. Unregistered Sale of Equity Securities and Use of Proceeds.
(a)
Unregistered Sales of Equity Securities
None.
(b)
Use of Proceeds from the Public Offering
The
securities sold in our initial public offering were registered under the Securities Act on a registration statement on Form S-1 (No.
333-256701). The SEC declared the registration statement effective on June 23, 2021. There have been no material changes in the planned
use of proceeds from our initial public offering as described in our final prospectus dated June 23, 2021 filed with the SEC and other
periodic reports previously filed with the SEC.
(c)
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
Applicable
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.