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Item 1A. Risk Factors

2023-05-16 compared with 2022-11-21 · 45 added, 114 removed, 1 unchanged (99% of the section changed)

Risk Factors.

Other than the risks discussed in this Item 1A,

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 on Form 10-K filed with the SEC on March 30, 2022.

We have identified material weaknesses

in our internal control over financial reporting.

If we are unable to develop and maintain an effective system of internal control over

financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor

confidence in us and materially and adversely affect our business and operating results, and we may face litigation as a result.

In connection with the preparation of our financial

statements as of September 30, 2021, we reevaluated the classification of the Class A common stock subject to possible redemption.

revaluation was due to a recent notification from the SEC that SPAC’s must not report possible redemption of stock as permanent

After consultation with the chairman of our audit committee, our management concluded that the previously issued audited balance

sheet dated as of August 17, 2021 related to the consummation of our IPO, which should be restated to report all Class A common stock

subject to possible redemption as temporary equity.

As part of such process, we identified a material weakness in our internal control

over financial reporting related to the lack of ability to account for complex financial instruments.

During the quarter ended December

31, 2021, management identified a material weakness in internal control relating to the over-allotment option.

During the quarter ended

June 30, 2022, management identified a material weakness for improper recording of accrued liabilities which affected the quarter ended

There have been no material changes to the risk factors disclosed in

the “Risk Factors” section of our Annual Report on Form 10-K for the period ended December 31, 2022 filed with the SEC on

March 31, 2023.

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 and corrected, on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and

prevent fraud, and material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could

result in a material misstatement of our annual or interim financial statements.

In such a case, we may be unable to maintain compliance

with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements,

investors may lose confidence in our financial reporting, our securities price may decline and we may face litigation as a result.

continue to evaluate steps to remediate the material weaknesses.

These remediation measures may be time consuming and costly and there

is no assurance that these initiatives will ultimately have the intended effects.

However, we cannot assure you that the measures we have

taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Changes in laws or regulations, or a failure

to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted

by national, regional and local governments.

In particular, we will be 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 also may change from time to time and those changes could have a material adverse effect on

our business, investments and results of 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 complete our initial business combination,

and results of operations.

On March 30, 2022, the SEC issued proposed rules

that would, among other items, impose additional disclosure requirements in business combination transactions involving SPACs and private

operating companies;

amend the financial statement requirements applicable to business combination transactions involving such companies;

update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection

with proposed business combination transactions;

increase the potential liability of certain participants in proposed business combination

transactions;

and impact the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940.

These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our business, including our

ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

The ongoing military action between Russia

and Ukraine could adversely affect our business, financial condition and results of operations.

In February of 2022, Russian military forces invaded

Ukraine, and sustained conflict and disruption in the region is likely.

Although the length, impact and outcome of the ongoing military

conflict in Ukraine is highly unpredictable, this conflict could lead to significant market and other disruptions, including significant

volatility in commodity prices and supply of energy resources, instability in financial markets, higher inflation, supply chain interruptions,

political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.

result of the invasion and ongoing military conflict, governments in the European Union, the United States, Canada and other countries

have implemented and may implement additional sanctions, export controls or other measures against Russia, Belarus and other countries,

regions, officials, individuals or industries in the respective territories.

Such sanctions, and other measures, as well as the existing

and potential further responses from Russia or other countries to such sanctions, supply chain disruptions, tensions and military actions,

could adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results

of operations, and could also aggravate the other risk factors that we identify herein.

The new 1% U.S.

federal excise tax on repurchases

of corporate stock included in the Inflation Reduction Act of 2022 (the “IR Act”) could cause a reduction in the value of

our Class A Common Stock or reduce the amount received by our stockholders if we are unable to complete this or another business combination

and are required to redeem all existing shares after December 31, 2022.

On August 16, 2022, the IR Act was signed into

The IR Act provides for, among other changes, a new 1% U.S.

federal excise tax on certain repurchases (including redemptions) of

stock by publicly traded U.S.

corporations after December 31, 2022.

The excise tax is imposed on the repurchasing corporation itself,

not on its shareholders from whom the shares are repurchased.

The amount of the excise tax is generally 1% of any positive difference

between the fair market value of any shares repurchased by the repurchasing corporation during a taxable year and the fair market value

of certain new stock issuances by the repurchasing corporation during the same taxable year.

In addition, a number of exceptions will apply

to this excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and

other guidance to carry out, and prevent the abuse or avoidance of, this excise tax.

Although the application of this excise tax is

not entirely clear, any redemption or other repurchase effected by us that occurs after December 31, 2022, whether in connection with

the business combination or otherwise, may be subject to this excise tax.

Whether and to what extent we would be subject to the excise

tax in connection with the business combination would depend on a number of factors, including (i) whether the business combination closes

after December 31, 2022, (ii) the fair market value of any stock redeemed or repurchased in connection with the business combination,

(iii) the nature and amount of the PIPE Financing (or any other equity issuances within the same taxable year as that of the business

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

In addition, because the excise tax would be

payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A Common Stock.

Further, the application of the excise tax in

the event of a complete liquidation of a publicly traded U.S.

corporation is uncertain and has not been addressed by the Treasury in regulations

or other guidance.

If we are unable to complete this or another business combination and are required to redeem all of our existing shares

after December 31, 2022, whether such redemptions are subject to this excise tax may depend on how such redemptions are structured and

whether we are liquidated.

If this excise tax were to apply to such redemptions, it is possible that the proceeds held in the Trust Account

could be used to pay any excise tax owed by us, in which case the amount that would otherwise be received by our stockholders in connection

with our liquidation would be reduced.

The excise tax would not apply to the extent that

the business combination and any related redemptions occur before December 31, 2022.

A ny 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.

Risks Related to Intermediate

The following risk factors apply to our business

and operations.

These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to

the business, financial condition and prospects of Intermediate and our business, financial condition and prospects following the completion

of the business combination.

You should carefully consider the following risk factors in addition to the other information included in

the 10-K for the year ending December 31, 2022 in Item 1A.

Risk Factors.” We may face additional risks and uncertainties that are

not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition.

The following

discussion should be read in conjunction with the financial statements of Intermediate and notes to the financial statements included

Risks Related to Intermediate’s Business, Operations and Industry

Our commercial success depends on our ability

to develop and operate production facilities for the commercial production of renewable gasoline.

Our business strategy includes growth

primarily through the construction and development of commercial production facilities, including the development of our first commercial

production facility which we expect to support first commercial production of renewable gasoline as early as 2025.

This strategy depends

on our ability to successfully construct and complete commercial production facilities on favorable terms and on our expected schedule,

obtain the necessary permits, governmental approvals and carbon credit qualifications needed to operate our commercial production facilities

and identify and evaluate development and partnership opportunities to expand our business.

We cannot guarantee that we will be able to

successfully develop commercial production facilities, obtain necessary approval, qualifications and permits necessary to operate, identify

new opportunities and develop new technologies and commercial production facilities, or establish and maintain our relationships with

key strategic partners.

In addition, we will compete with other companies for these development opportunities, which may increase our

We also expect to achieve growth through the expansion of our in-process projects as the facilities are expanded or otherwise begin

to produce renewable gasoline, but we cannot assure you that we will be able to reach or renew the necessary agreements to complete these

commercial production facilities or expansions.

If we are unable to successfully identify and consummate future commercial production

facility opportunities or complete or expand our planned commercial production facilities, it will impede our ability to execute our growth

For more information regarding risk factors, please refer to the 10-K

filed on March 31, 2023.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURES

Not applicable.

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