Item 1A. Risk Factors
ITEM 1A.
RISK FACTORS.
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K for the
period ended December 31, 2022, as amended, filed with the SEC on February 27, 2023. 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.
As of the date of this Quarterly Report, other than the below, there have been no other material changes to the risk factors disclosed in our Annual Report on Form 10-K for the
period ended December 31, 2022, as amended, filed with the SEC on February 27, 2023. However, we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
A 1% U.S. federal excise tax may be imposed on us in connection with our redemptions of shares, in connection with a Business Combination or
other shareholder vote pursuant to which shareholders would have a right to submit their shares for redemption.
The Inflation Reduction Act (“IRA”) was enacted on August 16, 2022. The IRA includes provisions imposing a 1% excise tax on share repurchases that occur after December 31, 2022
and introduces a 15% corporate alternative minimum tax (“CAMT”) on adjusted financial statement income. The CAMT will be effective for us beginning in 2023.
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