What changed in this filing

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Item 1A. Risk Factors

2023-02-10 compared with 2022-11-14 · 41 added, 160 removed, 3 unchanged (99% of the section changed)

1 unchanged sentence

of the date of this Quarterly Report, other than as set forth below, there have been no material changes from the risk factors previously

disclosed in our (i) Registration Statement and (ii) Annual Report on Form 10-K for the year ended March 31, 2022 filed with the SEC

on June 24, 2022.

Any of these factors could result in a significant or material adverse effect on our results of operations or financial

Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results

of operations.

federal excise tax could be imposed on us in connection with redemptions by us of our shares in connection with a Business

Combination or other stockholder vote pursuant to which stockholders would have a right to submit their shares for redemption (a “Redemption

August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for,

among other things, a new U.S.

federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic

(i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations.

The excise tax is imposed on the

repurchasing corporation itself, not its stockholders from which shares are repurchased.

The amount of the excise tax is generally 1%

of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax,

repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of

stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury

(the “Treasury Department”) has been given authority to provide regulations and other guidance to carry out, and prevent

the abuse or avoidance of the excise tax.

The IR Act applies only to repurchases that occur after December 31, 2022.

redemption or other repurchase that occurs after December 31, 2022, in connection with a Redemption Event may be subject to the excise

Whether and to what extent we would be subject to the excise tax in connection with a Redemption Event would depend on a number

of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Redemption Event, (ii) the

structure of the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection

disclosed in our (i) Registration Statement;

(ii) Annual Report on Form 10-K for the year ended March 31, 2022 filed with the SEC on

June 24, 2022;

and (iii) Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed with the SEC on November 14, 2022.

Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.

risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

federal excise tax may be imposed on us in connection with our redemptions of shares in connection with a Business Combination

or other stockholder vote pursuant to which stockholders would have a right to submit their shares for redemption (a “Redemption

to the Inflation Reduction Act of 2022 (the “ IR Act ”), commencing in 2023, a 1% U.S.

federal excise tax is imposed

on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries

of publicly traded foreign corporations.

The excise tax is imposed on the repurchasing corporation and not on its stockholders.

of the excise tax is equal to 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes

of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against

the fair market value of stock repurchases during the same taxable year.

Department of the Treasury (the “ Treasury

Department ”) has authority to promulgate regulations and provide other guidance regarding the excise tax.

In December 2022,

the Treasury Department issued Notice 2023-2, indicating its intention to propose such regulations and issuing certain interim rules

on which taxpayers may rely.

Under the interim rules, liquidating distributions made by publicly traded domestic corporations are exempt

from the excise tax.

In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt

from such tax.

Accordingly, redemptions of our Public Shares in connection with an extension may subject us to the excise tax, unless

one of the two exceptions above apply.

Redemptions would only occur if an extension proposal is approved by our stockholders and the

extension is implemented by the Board.

redemption or other repurchase may be subject to the excise tax.

The extent to which we would be subject to the excise tax in connection

with a Redemption Event would depend on a number of factors, including:

(i) the fair market value of the redemptions and repurchases

in connection with the Redemption Event, (ii) the nature and amount of any “PIPE” or other equity issuances in connection

with the Business Combination (or otherwise issued not in connection with the Redemption Event but issued within the same taxable year

of the business combination) and (iv) the content of regulations and other guidance from the Treasury Department.

In addition, because

the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the excise tax have

not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in our

ability to complete a Business Combination.

mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time,

instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash

items until the earlier of the consummation of our initial Business Combination or our liquidation.

As a result, following the liquidation

of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would

reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

funds in the Trust Account have, since our IPO, been held only in U.S.

government treasury obligations with a maturity of 185 days

or less or in money market funds investing solely in U.S.

government treasury obligations and meeting certain conditions under Rule 2a-7

under the Investment Company Act.

However, to mitigate the risk of us being deemed to be an unregistered investment company (including

under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company

Act, we may, at any time, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to

liquidate the U.S.

government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in

the Trust Account as cash items until the earlier of the consummation of our initial Business Combination or the liquidation of the Company.

Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the Trust Account.

However, interest

previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses

as permitted.

As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the

Trust Account in cash items would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of

the event that we may be deemed to be an investment company, we may be required to liquidate the Company.

may not be able to complete an initial Business Combination with certain potential target companies if a proposed transaction with the

target company may be subject to review or approval by regulatory authorities pursuant to certain U.S.

or foreign laws or regulations.

acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S.

laws or regulations.

In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond

the period of time that would permit an initial Business Combination to be consummated with us, we may not be able to consummate a Business

Combination with such target.

other things, the U.S.

Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than

a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee.

In addition, U.S.

law currently restricts foreign ownership of U.S.

In the United States, certain mergers that may affect competition may require

certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect

national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”).

interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons

in order to determine the effect of such transactions on the national security of the United States.

the United States, laws or regulations may affect our ability to consummate a Business Combination with potential target companies incorporated

or having business operations in jurisdiction where national security considerations, involvement in regulated industries (including

telecommunications), or in businesses relating to a country’s culture or heritage may be implicated.

We are a Delaware company

and Ke Li, the managing member of our Sponsor, is a citizen of the U.S.

and a resident of Hong Kong SAR.

Additionally, certain minority

owners of our Sponsor are citizens of China.

and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval

of a transaction on specified terms and conditions, which may not be acceptable to us or a target.

In such event, we may not be able

to consummate a transaction with that potential target.

a result of these various restrictions, the pool of potential targets with which we could complete an initial Business Combination may

be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies (“SPACs”)

that do not have similar ownership issues.

Moreover, the process of government review could be lengthy.

Because we have only a limited

time to complete our initial Business Combination, our failure to obtain any required approvals within the requisite time period may

require us to liquidate.

If we liquidate, our public stockholders may only receive $10.10 per share, and our warrants will expire worthless.

This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on

your investment through any price appreciation in the combined company.

to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations,

interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial Business

are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state

and local governments and, potentially, non-U.S.

jurisdictions.

In particular, we are required to comply with certain SEC and potentially

other legal and regulatory requirements, and our consummation of an initial Business Combination may be contingent upon our ability to

comply with certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional

laws, regulations, interpretations and applications.

Compliance with, and monitoring of, the foregoing may be difficult, time consuming

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, including our ability to negotiate and complete an initial Business Combination.

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 an initial Business Combination.

March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other items, to disclosures in

SEC filings in connection with business combination transactions involving SPACs and private operating companies;

the financial statement

requirements applicable to transactions involving shell companies;

the use of projections in SEC filings in connection with proposed

business combination transactions;

the potential liability of certain participants in proposed business combination transactions;

the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide

SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset

composition, business purpose and activities.

Certain of the procedures that we, a potential Business Combination target, or others may

determine to undertake in connection with the SPAC Rule Proposals, as proposed or as adopted, or pursuant to the SEC’s views expressed

in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing an initial Business Combination, and may constrain

the circumstances under which we could complete an initial Business Combination.

increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial

Business Combination.

increases in inflation and interest rates in the United States and elsewhere may lead to increased price volatility for publicly traded

securities, including ours, and may lead to other national, regional and international economic disruptions, any of which could make

it more difficult for us to consummate an initial Business Combination.

conflict in Ukraine or elsewhere may lead to increased and price volatility for publicly traded securities, which could make it more

difficult for us to consummate an initial Business Combination.

conflict in Ukraine or elsewhere may lead to increased and price volatility for publicly traded securities, including ours, and to other

national, regional and international economic disruptions and economic uncertainty, any of which could make it more difficult for us

to identify a Business Combination target and consummate an initial Business Combination on acceptable commercial terms or at all.

SEC has recently issued proposed rules relating to certain activities of SPACs.

Certain of the procedures that we, a potential Business

Combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed

to complete our initial Business Combination and may constrain the circumstances under which we could complete an initial Business Combination.

The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company

at an earlier time than we might otherwise choose.

March 30, 2022, the SEC issued the SPAC Rule Proposals relating, among other items, to disclosures in business combination transactions

between SPACS such as us and private operating companies;

the condensed financial statement requirements applicable to transactions involving

shell companies;

the use of projections by SPACs in SEC filings in connection with proposed business combination transactions;

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, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment

company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

SPAC Rule Proposals have not yet been adopted, and may be adopted in the proposed form or in a different form that could impose additional

regulatory requirements on SPACs.

Certain of the procedures that we, a potential Business Combination target, or others may determine

to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may

increase the costs and time of negotiating and completing an initial Business Combination, and may constrain the circumstances under

which we could complete an initial Business Combination.

The need for compliance with the SPAC Rule Proposals may cause us to liquidate

the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.

of the Business Combination), (iii) if we fail to timely consummate a Business Combination and liquidate in a taxable year following

a Redemption Event and (iv) the content of any proposed or final regulations and other guidance from the Treasury Department.

because the excise tax would be payable by us and not by the redeeming holders, the mechanics of any required payment of the excise tax

remains to be determined.

Any excise tax payable by us in connection with a Redemption Event may cause a reduction in the cash available

to us to complete a Business Combination and could affect our ability to complete a Business Combination.

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