What changed in this filing

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Item 1A. Risk Factors

2023-05-15 compared with 2022-11-14 · 11 added, 78 removed, 3 unchanged (97% of the section changed)

2 unchanged sentences

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

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 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

and Use of Proceeds

Defaults Upon Senior Securities

Mine Safety Disclosures

Not applicable.

However, as of the date of this Report, there have been no material changes with respect

to those risk factors previously disclosed in (i) our Registration Statement on Form S-1 with respect to the 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)

our Annual Reports on Form 10-K for the years ended December 31, 2022 and 2021, as filed with the SEC on March 29, 2023 and March 31,

2022, respectively, (iii) our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022,

as filed with the SEC on May 13, 2022, August 15, 2022 and November 14, 2022, respectively, (iv) th e

Definitive Proxy Statement on Schedule 14A as filed with the SEC on February 14, 2022, and (v) the XBP Europe Proxy Statement .

Any of these risk 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.

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