What changed in this filing

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Item 1A. Risk Factors

2022-05-23 compared with 2021-11-15 · 63 added, 52 removed, 0 unchanged (100% of the section changed)

Risk Factors.

There have been no material

changes from the risk factors previously disclosed in the Company’s final prospectus for the Initial Public Offering as filed with

the SEC on March 1, 2021 and in the Company’s Form 10-Q as filed with the SEC on May 24, 2021, except for the below:

We have identified

a material weakness in our internal control over financial reporting.

This material weakness could continue to adversely affect our ability

to report our results of operations and financial condition accurately and in a timely manner.

management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose

any changes and material weaknesses identified through such evaluation in those internal controls.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

described elsewhere in this Quarterly Report, we identified a material weakness in our internal control over financial reporting related

to the accounting for complex financial instruments as a result of the change in classification of all of our redeemable Class A ordinary

shares as temporary equity and the classification of our warrants as liabilities.

As a result of this material weakness, our management

concluded that our internal control over financial reporting was not effective as of September 30, 2021.

This material weakness resulted

in a material misstatement of our warrant liabilities, change in fair value of warrant liabilities, additional paid-in capital, accumulated

deficit and related financial disclosures.

respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation

and improvement of our internal control over financial reporting.

While we have processes to identify and appropriately apply applicable

accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex

accounting standards that apply to our financial statements.

Our plans at this time include providing enhanced access to accounting literature,

research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding

complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance

that these initiatives will ultimately have the intended effects.

failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations

on a timely and accurate basis.

If our financial statements are not accurate, investors may not have a complete understanding of our operations.

Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock

exchange on which our ordinary shares are listed, the SEC or other regulatory authorities.

In either case, there could result a material

adverse effect on our business.

Failure to timely file will cause us to be ineligible to utilize short form registration statements on

Form S-3 or Form S-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares

to effect an acquisition.

Ineffective internal controls could also cause investors to lose confidence in our reported financial information,

which could have a negative effect on the trading price of our securities.

We can give no assurance that

the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material

weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal

control over financial reporting or circumvention of these controls.

In addition, even if we are successful in strengthening our controls

and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to

facilitate the fair presentation of our financial statements.

As of the date of this

Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report for the year ended

December 31, 2021 as filed with the SEC on April 13, 2022.

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.

We may 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 a failure to comply with any laws and regulations, may adversely affect our business, including our ability

to negotiate and complete our business combination and results of operations.

We are subject to laws and regulations enacted by national, regional

and local governments.

In particular, we are 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 the business, investments and

results of our 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 business combination and results of operations.

On March 30, 2022, the SEC issued proposed rules (the “2022

Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving special purpose

acquisition companies (“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 2022 Proposed Rules, if adopted, whether

in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022

Proposed Rules may materially adversely affect our ability to negotiate and complete our business combination and may increase the costs

and time related thereto.

After our initial

business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be

derived from our operations in such country.

Accordingly, our results of operations and prospects will be subject, to a significant extent,

to the economic, political and legal policies, developments and conditions in the country in which we operate.

The economic, political

and social conditions, as well as government policies, of the country in which our operations are located could affect our business.

growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.

If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand

for spending in certain industries.

A decrease in demand for spending in certain industries could materially and adversely affect our

ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business

combination, the ability of that target business to become profitable.

We are currently operating

in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability

due to the ongoing military conflict between Russia and Ukraine.

Our business, financial condition and results of operations may be materially

and adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any

other geopolitical tensions.

Russian military actions

and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity

in capital markets, potentially making it more difficult for us to obtain additional funds.

Any of the above mentioned

factors could affect our business, prospects, financial condition, and operating results.

The extent and duration of the military action,

sanctions and resulting market disruptions are impossible to predict, but could be substantial.

Any such disruptions may also magnify

the impact of other risks described in the Prospectus or the Annual Report for the year ended December 31, 2021.

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