What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-11-14 compared with 2022-08-15 · 69 added, 66 removed, 12 unchanged (92% of the section changed)

Risk Factors.

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.

As a smaller 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

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 Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, as filed with the SEC on May 13, 2022 and

August 15, 2022, respectively.

Any of these factors could result in a significant or material adverse effect on our results of operations

4 unchanged sentences

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;

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.

The Sponsor and

our officers and directors have the ability to control any further votes of stockholders, including any subsequent extension proposals,

any amendments to the Amended and Restated Certificate of Incorporation, and any proposed business combination and may potentially vote

in a manner that you do not support.

Following the First Extension

and the Second Extension, the Sponsor and officer and directors own shares representing approximately 69.46% of our issued and outstanding

shares of common stock.

As a result, you will not have any influence over any stockholder votes, including, but not limited to, any further

extensions of the deadline for our initial business combination, any amendments to the Amended and Restated Certificate of Incorporation,

and any votes to approve any proposed initial business combination, including, the proposed business combination with XBP Europe.

A new 1% U.S.

federal excise tax could be

imposed on us in connection with redemptions by us of our shares in connection with a business combination or other stockholder vote pursuant

to which stockholders would have a right to submit their shares for redemption (a “Redemption Event”).

On August 16, 2022, the Inflation

Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new

federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations

and certain domestic subsidiaries of publicly traded foreign corporations.

The excise tax is imposed on the repurchasing corporation itself,

not its stockholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares

repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted

to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury Department”)

has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

The IR Act applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase

that occurs after December 31, 2022 in connection with a Redemption Event may be subject to the excise tax.

Whether and to what extent

we would be subject to the excise tax in connection with a Redemption Event would depend on a number of factors, including (i) the fair

market value of the redemptions and repurchases in connection with the Redemption Event, (ii) the structure of our initial business combination,

(iii) the nature and amount of any private investment in public equity or other equity issuances in connection with our initial business

combination (or otherwise issued not in connection with the Redemption Event but issued within the same taxable year of our initial business

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

In addition, because the excise tax

would be payable by us, and not by the redeeming stockholder, the mechanics of any required payment of the excise tax have not been determined.

To mitigate the risk that we might be deemed

to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities

held in the Trust Account and instead to hold the funds in the Trust Account in cash items until the earlier of the consummation of our

initial business combination or our liquidation.

As a result, following the liquidation of securities in the Trust Account, we would likely

receive minimal interest, if any, on the funds held in the Trust Account, which would limit the dollar amount our public stockholders

would receive upon any redemption or liquidation of the Company.

funds in the Trust Account have, since our initial public offering, been held only in U.S.

government treasury obligations with a maturity

of 185 days or less or in money market funds investing solely in U.S.

government treasury obligations and meeting certain conditions

under Rule 2a-7 under the Investment Company Act.

However, to mitigate the risk of us being deemed to be an unregistered investment company

(including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment

Company Act, we may, at any time, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account,

to liquidate the U.S.

government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds

in the Trust Account as cash items until the earlier of the consummation of our initial business combination or our liquidation.

such liquidation of the securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust

However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any.

As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the trust account

in cash items would limit the dollar amount our public stockholders would receive upon any redemption of their shares or our liquidation.

Unregistered Sales of Equity Securities

4 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