What changed in this filing

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Item 1A. Risk Factors

2022-08-23 compared with 2022-05-23 · 8 added, 61 removed, 2 unchanged (97% of the section changed)

1 unchanged sentence

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.

December 31, 2021 as filed with the SEC on April 13, 2022 and our Quarterly Report for the quarter ended March 31, 2022 as filed with

the SEC on May 23, 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.

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