Item 1A. Risk Factors
Item 1A. Risk Factors
As a smaller reporting company, we are not required to include risk factors in this Report. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:
● we are an early stage company with no revenue or basis to evaluate our ability to select a suitable business target;
● we may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed time frame;
● our expectations around the performance of a prospective target business or businesses may not be realized;
● we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination;
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● our officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination;
● we may not be able to obtain additional financing to complete our initial business combination or reduce number of shareholders requesting redemption;
● we may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time;
● you may not be given the opportunity to choose the initial business target or to vote on the initial business combination;
● trust account funds may not be protected against third party claims or bankruptcy;
● an active market for our public securities' may not develop and you will have limited liquidity and trading;
● the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination;
● our financial performance following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced management;
● the Russian invasion of Ukraine may result in market volatility that could adversely affect our stock price and may impact our financial condition and search for a target company; and
● our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our prospectus dated November 3, 2021.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
We currently maintain our executive offices at 767 Third Avenue, 38th Floor, New York, New York 10017. The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our sponsor for office space and administrative and support services. We consider our current office space adequate for our current operations.
Item 3. Legal Proceedings.
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.