What changed in this filing

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Item 1A. Risk Factors

2022-08-15 compared with 2022-05-13 · 72 added, 30 removed, 6 unchanged (94% of the section changed)

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;

reporting company, we are not required to include risk factors in this Report.

However, as of the date of this Report ,

other than as set forth below, there have been no material changes with respect to those risk factors previously disclosed in our (i)

Registration Statement on Form S-1 with respect to our initial public offering, initially filed with the SEC on February 19, 2021, as

amended and which became effective on March 11, 2021 (File No.

333-253308), (ii) Annual Report on Form 10-K for the year ended December

31, 2021, as filed with the SEC on March 31, 2022 and (iii) Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, as filed

with the SEC on May 13, 2022.

Any 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.

We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future

filings with the SEC.

The 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 make it more difficult to 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.

On 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 special purpose acquisition companies (“SPACs”) and private operating companies;

the financial statement requirements applicable to transactions involving shell companies;

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.

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, 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.

The 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 make it more difficult to 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.

If we are deemed to be an investment company

for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities

would be severely restricted and, as a result, we may abandon our efforts to consummate an Initial Business Combination and liquidate

As described further above,

the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject

to the Investment Company Act and the regulations thereunder.

The SPAC Rule Proposals would provide a safe harbor for such companies

from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies

certain criteria, including a limited time period to announce and complete an Initial Business Combination.

Specifically, to comply with

the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement

with a target company for a business combination no later than 18 months after the effective date of its registration statement for

its initial public offering (the “IPO Registration Statement”).

The company would then be required to complete its Initial

Business Combination no later than 24 months after the effective date of the IPO Registration Statement.

Because the SPAC Rule Proposals

have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC,

including a company like ours, where it has been less than 18 months since the effective date of its IPO Registration Statement.

not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act.

if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, our activities

would be severely restricted.

In addition, we would be subject to additional burdensome regulatory requirements and expenses for which

we have not allotted funds.

As a result, if we are deemed an investment company under the Investment Company Act, we may abandon our efforts

to consummate an Initial Business Combination and instead liquidate the Company.

There is substantial doubt about our ability

to continue as a “going concern.”

In connection with the Company’s

assessment of going concern considerations under applicable accounting standards, management has determined that our possible need for

additional financing to enable us negotiate and complete our Initial Business Combination, as well as the deadline by which we may be

required to liquidate our Trust Account, raise substantial doubt about the Company’s ability to continue as a going concern through

approximately one year from the date the financial statements were issued.

Unregistered Sales of Equity Securities

and Use of Proceeds from Registered Securities

and Use of Proceeds

Defaults Upon Senior Securities

2 unchanged sentences

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