Item 1A. Risk Factors
Item 1A. Risk
Factors.
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.
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 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. Economic
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.
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