Item 1A. Risk Factors
Item 1A. Risk Factors.
There have been no material changes from the risk
factors previously disclosed in our Annual Report on Form 10-K as filed with the SEC on March 31, 2022. In addition, we may be subject
to the following risk in connection with changes in laws and regulations.
Changes 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 initial
business combination 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 may also 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 negotiate and complete our initial business
combination and results of operations.
On March 30, 2022, the SEC issued proposed rules
relating to, among other items, disclosures in business combination transactions involving special purpose acquisition companies (“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; and the extent to which SPACs could become subject to regulation under the Investment Company
Act of 1940, as amended, 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. These rules, if adopted,
whether in the form proposed or in a revised form, may increase the costs of and the time needed to negotiate and complete an initial
business combination, and may constrain the circumstances under which we could complete an initial business combination.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds from Registered Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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