Item 8.01. Other Events.
Supplemental Risk Factor
ALSP Orchid Acquisition Corporation I (the "Company") is supplementing the risk
factors previously disclosed in the Company's prior filings with the following
risk factor:
The Company's ability to complete an initial business combination with a U.S.
target company may be impacted if such initial business combination is subject
to U.S. foreign investment regulations and review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States ("CFIUS"), and
ultimately prohibited.
The Company is a Cayman Islands exempted company. The Company's sponsor is ALSP
Orchid Sponsor LLC (the "Sponsor"), which is a Delaware limited liability
company. The Sponsor owns 4,312,500 Class B ordinary shares of the Company and
has the sole right to elect directors of the Company. Although entities
organized in non-U.S. jurisdictions such as the Cayman Islands are sometimes
considered "foreign persons" under the regulations administered by CFIUS, the
Company believes that neither the Company nor the Sponsor would be considered a
foreign person because they are ultimately controlled and majority-owned by U.S.
nationals.
In the event the Sponsor is considered a foreign person, however, the Company
could also be considered a foreign person and would continue to be considered as
such in the future for so long as the Sponsor has the ability to exercise
control over the Company for purposes of CFIUS's regulations. The Company could
likewise be considered a foreign person if a foreign investor acquires a
significant interest in the Company and is viewed as having the ability to
exercise control over the Company or under other, unforeseen circumstances. As
such, an initial business combination with a U.S. business may be subject to
CFIUS review, the scope of which includes controlling investments as well as
certain non-passive, non-controlling investments in sensitive U.S. businesses
and certain acquisitions of real estate even with no underlying U.S. business.
If the Company's initial business combination is with a U.S business and falls
within CFIUS's jurisdiction, the Company may determine that it is required to
make a mandatory filing or that it will submit a voluntary filing to CFIUS, or
to proceed with the initial business combination without notifying CFIUS and
risk CFIUS intervention, before or after closing the initial business
combination. CFIUS may decide to delay any such initial business combination,
impose conditions to mitigate national security concerns with respect to such
initial business combination or recommend that the U.S. president block the
initial business combination or order the Company to divest all or a portion of
a U.S. business of the combined company, which may limit the attractiveness of
or prevent the Company from pursuing certain initial business combination
opportunities that it believes would otherwise be beneficial to the Company and
its shareholders. As a result, the pool of potential targets with which the
Company could complete an initial business combination may be impacted, and it
may be adversely affected in terms of competing with other special purpose
acquisition companies which do not have similar potential foreign ownership
issues.
Moreover, the process of government review, whether by the CFIUS or otherwise,
could be lengthy and the Company has limited time to complete its initial
business combination. If the Company cannot complete its initial business
combination within the timeframe permitted under our amended and restated
memorandum and articles of association, or such later date that may be approved
by the Company's shareholders, because the review process extends beyond such
timeframe or because the initial business combination is ultimately prohibited
by CFIUS or another U.S. government entity, the Company may be required to
liquidate. If the Company liquidates, its public shareholders may only receive
the redemption value of their shares ($10.23 per share at September 30, 2022),
and the Company's warrants will expire worthless. This will also cause you to
lose the investment opportunity in a target company and the chance of realizing
future gains on your investment through any price appreciation in a combined
company.
1
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses