What changed in this filing

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Item 1A. Risk Factors

2022-05-16 compared with 2021-11-18 · 62 added, 57 removed, 3 unchanged (98% of the section changed)

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 final prospectus filed with the SEC on March 18,

2021, our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 and our Quarterly Report on Form 10-Q for the

quarterly period ended June 30, 2021, except as described below.

10-Q, there have been no material changes to the risk factors disclosed in the 2021 Annual Report filed with the SEC on March 31, 2022,

except as described below.

Unless specifically stated, this Quarterly Report

does not contain the risks associated with the proposed Obagi and Milk Business Combinations.

We have identified material weaknesses in our

internal control over financial reporting as of September 30, 2021.

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.

In connection with the preparation of the Company’s

financial statements as of September 30, 2021, the Company reevaluated the classification of the Class A ordinary shares subject to possible

After consultation with our independent registered public accounting firm, our management and our audit committee concluded

that the previously issued financial statements as of March 18, 2021, March 31, 2021 and June 30, 2021 and for the periods from December

8, 2020 (inception) through January 12, 2021, from January 1, 2021 through March 31, 2021, and the three months and six months ended June

30, 2021 (the “Relevant Periods”) should be restated to report all Class A ordinary shares subject to possible redemption

as temporary equity.

As described elsewhere in this Quarterly Report on

Form 10-Q, we identified a material weakness in our internal control over financial reporting related to the accounting for the Company’s

Class A ordinary shares subject to possible redemption.

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.

As a result of this material weakness, and the material

weakness related to the reclassification of our warrants and other accounting matters which resulted in the restatement of our audited

opening balance sheet as of March 18, 2021, our management has concluded that our internal control over financial reporting was not effective

as of September 30, 2021.

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

have taken a number of measures to remediate the material weaknesses, and continue to evaluate steps to remediate the material weaknesses.

However, these remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately

have the intended effects.

If we are unable to remediate our material weaknesses in a timely manner or we identify additional material

weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial

If our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by Nasdaq,

the SEC or other regulatory authorities.

Failure to timely file would cause us to be ineligible to utilize short form registration statements

on Form S-3 or Form S-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue

shares to effect an acquisition.

If any of these events were to occur, it could have a material adverse effect on our business.

In addition, the existence of material weaknesses

or a significant deficiency in internal control over financial reporting could adversely affect our reputation or investor perceptions

of us, which could have a negative effect on the trading price of our securities.

We can provide no assurance that the measures we have

taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weaknesses or restatements

of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial

In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures

may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

We may face litigation and other risks as a

result of the material weaknesses in our internal control over financial reporting.

As a result of such material weaknesses, the changes

in accounting for the warrants and for Class A ordinary shares subject to redemption, and other matters raised or that may in the future

be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal

and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial

reporting and the preparation of our financial statements.

As of the date of this Quarterly Report on Form 10-Q, we have no knowledge

of any such litigation or dispute.

However, we can provide no assurance that such litigation or dispute will not arise in the future.

Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations

and financial condition or our ability to complete a business combination.

Global or regional conditions may adversely

affect our business and our ability to consummate our initial Business Combination.

Adverse changes in global or regional economic

conditions periodically occur, including recession or slowing growth, changes, or uncertainty in fiscal, monetary or trade policy, higher

interest rates, tighter credit, inflation, lower capital expenditures by businesses, increases in unemployment and lower consumer confidence

and spending.

Adverse changes in economic conditions can harm global business and adversely affect our ability to consummate our initial

Business Combination.

Such adverse changes could result from geopolitical and security issues, such as armed conflict and civil or military

unrest, political instability, human rights concerns and terrorist activity, catastrophic events such as natural disasters and public

health issues (including the COVID-19 pandemic), supply chain interruptions, new or revised export, import or doing-business regulations,

including trade sanctions and tariffs or other global or regional occurrences.

In particular, in response to Russia’s recent

invasion of Ukraine, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe,

and the United States, the European Union, and several other countries are imposing far-reaching sanctions and export control restrictions

on Russian entities and individuals, including the removal of certain financial institutions from the Society for Worldwide Interbank

Financial Telecommunication (SWIFT) payment system.

Although the length and impact of the ongoing military conflict in Ukraine is highly

unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital

markets, as well as supply chain interruptions.

Additionally, 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, particularly if current or

new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale.

In addition, the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts

from Russia, could result in increased cyberattacks against U.S.

Additionally, tensions between the United States

and China have led to increased tariffs and trade restrictions.

The United States has imposed economic sanctions on certain Chinese individuals

and entities and restrictions on the export of U.S.-regulated products and technology to certain Chinese technology companies.

other global and regional conditions may adversely impact our business and our ability to consummate our initial Business Combination.

Any of the foregoing factors may have the effect

of heightening many of the other risks described in the “Risk Factors” section of this Quarterly Report on Form 10-Q.

Changes in laws or regulations, or how such

laws or regulations are interpreted or applied, or a failure to comply with any laws and regulations, may adversely affect our business,

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

may be contingent on our ability to comply with certain laws and regulations and any post-business combination company may be subject

to additional laws and regulations.

Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming

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 initial Business Combination, and results of operations.

those laws and regulations and their interpretation and application may change from time to time, including as a result of changes in

economic, political, social and government policies, and those changes could have a material adverse effect on our business, including

our ability to negotiate and 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 Special Purpose Acquisition

Companies (“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.

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