Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Report
including, without limitation, statements under this "Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations"
regarding our financial position, business strategy and the plans and objectives
of management for future operations, are forward- looking statements. When used
in this Report, words such as "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to us or our management,
identify forward-looking statements. Such forward-looking statements are based
on the beliefs of our management, as well as assumptions made by, and
information currently available our management. Actual results could differ
materially from those contemplated by the forward-looking statements as a result
of certain factors detailed in our filings with the SEC. All subsequent written
or oral forward-looking statements attributable to us or persons acting on our
behalf are qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the unaudited condensed financial
statements and the notes thereto included in this Report under "Item 1 Financial
Statements". Certain information contained in the discussion and analysis set
forth below includes forward-looking statements that involve risks and
uncertainties.
Overview
We are a blank check company incorporated on August 20, 2020 as a Cayman Islands
corporation and formed for the purpose of acquiring, engaging in a share
exchange, share reconstruction and amalgamation with, purchasing all or
substantially all of the assets of, entering into contractual arrangements with,
or engaging in any other similar Business Combination with one or more
businesses (a "Business Combination"). We consummated our initial public
offering on November 12, 2020 and are currently in the process of locating
suitable targets for our Business Combination. We intend to use the cash
proceeds from our Public Offering and the Private Placement described below as
well as additional issuances, if any, of our capital shares, debt or a
combination of cash, shares and debt to complete the Business Combination.
We expect to incur significant costs in the pursuit of our initial Business
Combination. We cannot assure you that our plans to raise capital or to complete
our initial Business Combination will be successful.
We completed the sale of 9,000,000 units (the "Units" and, with respect to the
shares of ordinary shares included in the Units being offered, the "Public
Shares") at $10.00 per Unit on November 12, 2020. Simultaneous with the closing
of the Public Offering, we completed the sale of 479,000 private units at a
price of $10.00 per unit in a private placement. Of the 479,000 private units,
65,000 units, or the "representative units" were purchased by I-Banker (and/or
its designees).
In addition, our sponsor agreed, pursuant to a letter agreement to purchase up
to 3,750,000 of our rights in the open market at a market price not to exceed
$0.20 per right. I-Bankers also agreed to purchase up to 1,250,000 of our rights
in the open market at a market price not to exceed $0.20 per right.
On November 9, 2021, our board of directors approved the first extension of the
date by which we have to consummate a Business Combination from November 12,
2021, to February 12, 2022. In connection with the extension, the Sponsor
deposited into the Trust Account $0.10 for each of the 9,000,000 shares issued
in the Public Offering, for a total of $900,000. We issued the Sponsor an
interest bearing unsecured promissory note in the principal amount of $900,000
which is payable by us upon the earlier of the consummation of the Business
Combination or our liquidation on or before February 12, 2023 (unless such date
is extended by our board of directors). Simple interest will accrue on the
unpaid principal balance of the Note at the rate of 4% per annum based on 365
days a year. The Note may be repaid in cash or convertible into units consisting
of one ordinary share, one right exchangeable into one-tenth of one ordinary
share, and one warrant exercisable for one-half of one ordinary share at $11.50
per share equal to (x) the portion of the principal amount of and accrued
interest under the Note being converted divided by (y) $10.00 rounded up to the
nearest whole number of units.
20
On February 9, 2022, we held an extraordinary general meeting pursuant to which
our shareholders approved extending the date by which the Company had to
complete a Business Combination from February 12, 2022 to August 12, 2022. In
connection with the approval of the extension, shareholders elected to redeem an
aggregate of 6,326,758 Ordinary Shares. As a result, an aggregate of $64,996,858
(or approximately ($10.27 per share) was released from the Trust Account to pay
such shareholders. On August 12, 2022, the Company held an extraordinary general
meeting pursuant to which the Company's shareholders approved extending the date
by which the Company has to complete a Business Combination from August 12, 2022
to February 12, 2023. In connection with the approval of the extension,
shareholders elected to redeem an aggregate of 646,617 Ordinary Shares. As a
result, an aggregate of $6,660,150 (or approximately $10.30 per share) was
released from the Trust Account to pay such shareholders. As of September 30,
2022, we had marketable securities held in the Trust account for the benefit of
the Company's public shareholders of $21,006,552 (including $136,525 of interest
earned). The trust fund account is invested in interest-bearing U.S. government
securities and the income earned on those investments is also for the benefit of
our public shareholders.
Our management has broad discretion with respect to the specific application of
the net proceeds of IPO and the Private Placement, although substantially all of
the net proceeds are intended to be applied generally towards consummating a
Business Combination.
Recent Developments
As previously reported by the Company in its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2022, on February 2, 2022, the Company entered into
an Agreement and Plan of Merger (the "Merger Agreement") with Edoc Merger Sub
Inc, and Calidi Biotherapeutics, Inc. ("Calidi"). On August 11, 2022, the
Company received written notice from Calidi that it had terminated the Merger
Agreement pursuant to the terms thereof and the parties have no further
obligations thereunder. As a result of the termination of the Merger Agreement,
the Merger Agreement is of no further force and effect, and certain agreements
entered into in connection with the Merger Agreement, including but not limited
to, the Voting Agreement and Lock-Up Agreement, are also no further force and
effect.
For additional information, refer to our Current Report on Form 8-K, filed with
the SEC on August 12, 2022.
On February 2, 2022, the Company entered into share purchase agreements
(collectively, the "Forward Share Purchase Agreements") with certain backstop
arrangements with Sea Otter Securities, Stichting Juridisch Eigendom Mint Tower
Arbitrage Fund, Feis Equities LLC, Yakira Capital Management, Inc., Yakira
Enhanced Offshore Fund and Yakira Partners LP, MAP 136 Segregated Portfolio and
Meteora Capital Partners, LP (collectively, the "Backstop Investors"), pursuant
to which the Backstop Investors agreed not to redeem certain Edoc shares (the
"Backstop Shares") in connection with the Company's shareholder meeting to
approve an extension of the date by which the Company has to consummate a
Business Combination from February 12, 2022 to August 12, 2022 (the " February
2022 Extension") and the Business Combination. Pursuant to the Forward Share
Purchase Agreements, the Backstop Investors agreed to hold such shares until the
three-month anniversary of the consummation of the Business Combination, at
which time they will each have the right to sell them to the combined entity,
after giving effect to the Business Combination (the "Combined Company") for a
price of $10.42 per share, or will sell them during such time period at a market
price of at least $10.27 per share (with a premium of $0.05 per share to be paid
by the Combined Company for each Backstop Share sold by a Backstop Investor
during the one-month period following the Closing of the Business Combination).
The Forward Share Purchase Agreements provide that, following the Closing of the
Business Combination, the Company will deposit into escrow accounts the
aggregate cash amount necessary to purchase the shares held by the Backstop
Investors, up to $22,924,000. As a result, these amounts deposited into the
escrow accounts will not be available to the Combined Company unless and until
any of the Backstop Investors sell such shares in the market. If the Backstop
Investors sell such shares during the one-month period following the Closing of
the Business Combination at a sales price that is greater than $10.27 per share,
then Combined Company shall pay to each selling investor a premium of $0.05 per
share sold. If the Backstop Investors sell shares to the Combined Company on the
three-month anniversary of the Closing of the Business Combination, the
repurchase price payable by the Combined Company for such shares from the escrow
accounts established for this purpose shall be $10.42 per share.
21
In consideration of the Backstop Investors' agreements with regard to Public
Shares pursuant to the Forward Share Purchase Agreements, the Sponsor (or its
designees) agreed to transfer an aggregate of 338,907 shares of Edoc Class B
ordinary shares (the "Backstop Transferred Founder Shares") to the Backstop
Investors. Additionally, if the Business Combination has not consummated by
May 12, 2022, then for each monthly period from May 12, 2022 until August 12,
2022 that the Business Combination has not closed, Edoc shall cause to be paid
to the Backstop Investors, at Edoc's discretion, either (i) a cash amount of
$0.05 per share not redeemed by the Backstop Investors, for an aggregate of up
to $0.15 per share, or (ii) or 0.034 Backstop Transferred Founder Shares per
share not redeemed by the Backstop Investors in connection with the
extraordinary general meeting of Edoc shareholders in connection with the
February 2022 Extension, to be transferred by the Sponsor (or its designees),
for an aggregate of up to 0.1027 Backstop Transferred Founder Shares per share.
Such payment(s) will be made within five (5) business days following each of
May 12, 2022, June 12, 2022, and July 12, 2022, to the extent that the Business
Combination has not closed by such dates. As of July 22, 2022, 225,940
additional Backstop Transferred Founder Shares were transferred by the Sponsor
to the Backstop investors The Company recognized $783,966 and $5,739,976 of
finance costs for the three and nine months ended September 30, 2022, for the
transfer of shares associated with the agreement in the statements of operations
of the condensed financial statements. The Backstop Agreements expired on August
12, 2022, in accordance with their terms.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities since inception have been organizational activities, those
necessary to prepare for our Initial Public Offering and identifying a target
company for our initial Business Combination. We do not expect to generate any
operating revenues until after completion of our initial Business Combination.
We generate non-operating income in the form of interest income on cash and cash
equivalents held in the Trust Account. We incur expenses as a result of being a
public company (for legal, financial reporting, accounting and auditing
compliance), as well as expenses as we conduct due diligence on prospective
Business Combination candidates.
For the three months ended September 30, 2022, we had a net loss of $230,123
consisting of formation and operating costs of $334,462, accrued interest on
promissory note of $9,074, transaction cost of shares to be transferred to
backstop investors of $783,966, offset by change in fair value in warrant
liabilities of $4,161, change in fair value in convertible promissory note of
$791,881 and interest earned on marketable securities held in Trust Account of
$101,337.
For the nine months ended September 30, 2022, we had a net loss of $6,645,020
consisting of formation and operating costs of $1,995,508, accrued interest on
promissory note of $27,028, transaction cost of shares transferred to backstop
investors of $5,739,976, offset by change in fair value in warrant liabilities
of $188,194, change in fair value in convertible promissory note of $792,773 and
interest earned on marketable securities held in Trust Account of $136,525.
For the nine months ended September 30, 2021, we had a net loss of $493,402
consisting of formation and operating costs of $1,388,378 offset by investment
income of $17,535 and change in fair value in warrant liabilities of $877,441.
For the three months ended September 30, 2021, we had a net loss of $494,406
consisting of formation and operating costs of $621,345 offset by investment
income of $1,178 and change in fair value in warrant liabilities of $125,761.
22
Liquidity and Capital Resources
As of September 30, 2022, we had cash outside the Trust Account of $3,486
available for working capital needs. All remaining cash held in the Trust
Account is generally unavailable for our use, prior to an initial Business
Combination, and is restricted for use either in a Business Combination or to
redeem ordinary shares. As of September 30, 2022 and December 31, 2021, none of
the amount in the Trust Account was available to be withdrawn as described
above.
For the nine months ended September 30, 2022, cash used in operating activities
was $969,912. Net loss of $6,645,020 was affected by accrued interest on
promissory note of $27,028, transaction cost of shares transferred to backstop
investors of $5,739,976, change in fair value in warrant liabilities of
$188,194, change in fair value in convertible promissory note of $792,773 and
interest earned on marketable securities held in Trust Account of $136,525.
Changes in operating assets and liabilities provided $1,025,596 of cash for
operating activities.
For the nine months ended September 30, 2021, cash used in operating activities
was $588,682. Net loss of $493,402 was affected by interest earned on marketable
securities held in the Trust Account of $17,535 and changes in warrant liability
of $877,441. Changes in operating assets and liabilities provided $799,696 of
cash for operating activities.
Through September 30, 2022, our liquidity needs were satisfied through receipt
of $25,000 from the sale of the founder shares, the remaining net proceeds from
the IPO and the sale of private units, and the Convertible Promissory Notes
drawn from the Sponsor.
Until the consummation of a Business Combination, the Company will be using the
funds not held in the Trust Account for identifying and evaluating prospective
acquisition candidates, performing due diligence on prospective target
businesses, paying for travel expenditures, selecting the target business to
acquire, and structuring, negotiating and consummating the Business Combination.
The Company will need to raise additional capital through loans or additional
investments from its Sponsor, shareholders, officers, directors, or third
parties. The Company's Sponsor, officers and directors may, but are not
obligated to, loan the Company funds from time to time or at any time, in
whatever amount they deem reasonable in their sole discretion, to meet the
Company's working capital needs. Accordingly, the Company may not be able to
obtain additional financing. If the Company is unable to raise additional
capital, it may be required to take additional measures to conserve liquidity,
which could include, but not necessarily be limited to, curtailing operations,
suspending the pursuit of a potential transaction, and reducing overhead
expenses.
In connection with the Company's assessment of going concern considerations in
accordance with the Financial Accounting Standards Board's ("FASB's") Accounting
Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an
Entity's Ability to Continue as a Going Concern," management has determined that
if the Company is unable to raise additional funds to alleviate liquidity needs
as well as complete a Business Combination by February 12, 2023 then the Company
will cease all operations except for the purpose of liquidating. The liquidity
condition and the date for mandatory liquidation and subsequent dissolution
raise substantial doubt about the Company's ability to continue as a going
concern. These interim condensed financial statements do not include any
adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.
On November 10, 2021, the Company issued an interest-bearing convertible
promissory note (the "November 2021 Note") to the Sponsor in the amount of
$900,000 which is payable by the Company upon the earlier of the consummation of
the Business Combination or the liquidation of the Company on or before February
12, 2023 (unless such date is extended by the Company's board of directors). The
November 2021 Note may be repaid in cash or convertible into units consisting of
one ordinary share, one right exchangeable into one-tenth of one ordinary share,
and one warrant exercisable for one-half of one ordinary share at $11.50 per
share equal to (x) the portion of the principal amount of and accrued interest
under the note being converted divided by (y) $10.00 rounded up to the nearest
whole number of units. As of September 30, 2022, $900,000 was outstanding on the
November 2021 Note and the fair value of the note, including accrued interest,
was $ 471,499.
On February 13, 2022, the Company issued a non-interest-bearing convertible
promissory note (the "February 2022 Note") in the principal amount of up to
$750,000 to the Sponsor and is due and payable upon the earlier to occur of (i)
the date on which the Company consummates its initial Business Combination and
(ii) the date that the winding up of the Company is effective. Up to $600,000 of
the unpaid principal amount of the February 2022 Note may be converted into
units of the Company, each unit consisting of one ordinary share, one right
exchangeable into one-tenth of one ordinary share, and one warrant exercisable
for one-half of one ordinary share. As of September 30, 2022, $750,000 was
outstanding on the February 2022 Note and the fair value of the note was
$379,002.
On August 25, 2022, the Company issued a promissory note (the "August 2022
Note") in the aggregate principal amount of up to $202,460 to the Sponsor. The
principal amount of the August 2022 Note may be drawn down in three equal
amounts and the balance of the August 2022 Note is payable by the Company on the
earlier of the consummation of the Business Combination or the date of the
liquidation of the Company. As of September 30, 2022, $67,487 was outstanding
under the August 2022 Note.
On October 6, 2022, the Company issued a non-interest-bearing promissory note
(the "October 2022 Note") in the principal amount of up to $500,000 to the
Sponsor. The principal balance of the October 2022 Note is payable by the
Company on the earlier of the consummation of the Business Combination or the
date of the liquidation of the Company.
Off-Balance Sheet Financing Arrangements
As of September 30, 2022, we did not have any off-balance sheet arrangements. We
do not participate in transactions that create relationships with unconsolidated
entities or financial partnerships, often referred to as variable interest
entities, which would have been established for the purpose of facilitating
off-balance sheet arrangements. We have not entered into any off-balance sheet
financing arrangements, established any special purpose entities, guaranteed any
debt or commitments of other entities, or purchased any non-financial assets.
23
Contractual Obligations
As of September 30, 2022, we did not have any long-term debt, capital or
operating lease obligations.
We entered into an administrative support agreement ("Administrative Support
Agreement") pursuant to which agreed to pay our sponsor for office space and
secretarial and administrative services provided to members of our management
team, in an amount not to exceed $10,000 per month. Effective March 31, 2021, we
entered into a termination agreement with our sponsor (the "Termination
Agreement") to terminate the Administrative Support Agreement (and any accrued
obligations pursuant thereto). Since our initial public offering, we have not
made any payments under the Administrative Support Agreement and have paid for
services rendered and expenses advanced by our sponsor on an as-needed basis.
Critical Accounting Policies
The preparation of interim condensed financial statements and related
disclosures in conformity with accounting principles generally accepted in the
United States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosure of contingent assets
and liabilities at the date of the interim condensed financial statements, and
income and expenses during the periods reported. Actual results could materially
differ from those estimates. We identified the following as its critical
accounting policies:
We do not use derivative instruments to hedge exposures to cash flow, market, or
foreign currency risks. We evaluate all of our financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives
or contain features that qualify as embedded derivatives, pursuant to ASC 480
and ASC 815-15.
We account for the Public Warrants, Private Warrants, Rights and Representative
Warrants (as defined in Note 5, 6 and 8) collectively ("Warrants"), as either
equity or liability-classified instruments based on an assessment of the
specific terms of the Warrants and the applicable authoritative guidance in
Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") 815, Derivatives and Hedging ("ASC 815"). The assessment considers
whether the Warrants meet all of the requirements for equity classification
under ASC 815, including whether the Warrants are indexed to our own ordinary
shares and whether the warrant holders could potentially require "net cash
settlement" in a circumstance outside of our control, among other conditions for
equity classification. This assessment, which requires the use of professional
judgment, is conducted at the time of issuance of the Warrants and as of each
subsequent quarterly period end date while the Warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity
classification, such warrants are required to be recorded as a component of
additional paid-in capital at the time of issuance. For issued or modified
warrants that do not meet all the criteria for equity classification, such
warrants are required to be recorded at their initial fair value on the date of
issuance, and each balance sheet date thereafter. Changes in the estimated fair
value of liability-classified warrants are recognized as a non-cash gain or loss
on the statements of operations.
We account for the Private Warrants, Rights and Representative's Warrants in
accordance with ASC 815-40 under which the Warrants and FPAs do not meet the
criteria for equity classification and must be recorded as liabilities. The fair
value of the Private Warrants, Rights and Representative's Warrants has been
estimated using the Monte Carlo simulation model.
We evaluated the Public Warrants in accordance with ASC 815-40, "Derivatives and
Hedging - Contracts in Entity's Own Equity," and concluded that they met the
criteria for equity classification and are required to be recorded as part a
component of additional paid-in capital at the time of issuance.
Convertible Promissory Notes
We account for the convertible promissory notes under ASC 815, Derivatives and
Hedging ("ASC 815"). Under 815-15-25, the election can be at the inception of a
financial instrument to account for the instrument under the fair value option
under ASC 825. We made such election for the convertible promissory notes. Using
fair value option, the convertible promissory note is required to be recorded at
its initial fair value on the date of issuance, and each balance sheet date
thereafter. Changes in the estimated fair value of the note are recognized as
non-cash change in the fair value of the convertible promissory note in the
statements of operations. The fair value of the conversion feature of the notes
were valued utilizing the Monte Carlo model.
24
Class A Ordinary Shares Subject to Possible Redemption
We account for the Class A ordinary shares subject to possible redemption in
accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from
Equity." Class A ordinary shares subject to mandatory redemption (if any) are
classified as a liability instrument and are measured at fair value.
Conditionally redeemable ordinary shares (including ordinary shares that feature
redemption rights that are either within the control of the holder or subject to
redemption upon the occurrence of uncertain events not solely within our
control) are classified as temporary equity. At all other times, ordinary shares
are classified as shareholders' deficit. Our ordinary shares feature certain
redemption rights that are considered to be outside of our control and subject
to the occurrence of uncertain future events. On February 9, 2022, we held an
extraordinary general meeting pursuant to which our shareholders approved
extending the date by which we had to complete a Business Combination from
February 12, 2022 to August 12, 2022. In connection with the approval of the
extension, shareholders elected to redeem an aggregate of 6,326,758 Ordinary
Shares. As a result, an aggregate of $64,996,858 (or approximately ($10.27 per
share) was released from the Trust Account to pay such shareholders. On August
12, 2022, the Company held an extraordinary general meeting pursuant to which
the Company's shareholders approved extending the date by which the Company has
to complete a Business Combination from August 12, 2022 to February 12, 2023. In
connection with the approval of the extension, shareholders elected to redeem an
aggregate of 646,617 Ordinary Shares. As a result, an aggregate of $6,660,150
(or approximately $10.30 per shares) was released from the Trust Account to pay
such shareholders. Accordingly, as of September 30, 2022 and December 31,
2021, 2,026,625 and 9,000,000 shares of Class A ordinary shares subject to
possible redemption, respectively, are presented at redemption value as
temporary equity, outside of the shareholders' deficit section of our balance
sheets.
Net Loss Per Ordinary Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260,
"Earnings Per Share." Net loss per ordinary share is computed by dividing the
net loss by the weighted average number of ordinary shares outstanding for each
of the periods. Accretion associated with the redeemable shares of Class A
ordinary shares is excluded from earnings per share as the redemption value
approximates fair value. The contractual formula utilized to calculate the
redemption amount approximates fair value. Changes in fair value are not
considered a dividend of the purposes of the numerator in the earnings per share
calculation. The calculation of diluted loss per ordinary share does not
consider the effect of the warrants and rights issued in connection with the IPO
since the exercise of the warrants and rights are contingent upon the occurrence
of future events and the inclusion of such warrants would be anti-dilutive. The
warrants and rights are exercisable for 6,137,400 shares of Class A ordinary
shares in the aggregate.
Recent Accounting Standards
In August 2020, the FASB issued Accounting Standards Update ("ASU") 2020-06,
Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06")
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash
conversion features from convertible instruments and simplifies the derivative
scope exception guidance pertaining to equity classification of contracts in an
entity's own equity. The new standard also introduces additional disclosures for
convertible debt and freestanding instruments that are indexed to and settled in
an entity's own equity. ASU 2020-06 amends the diluted earnings per share
guidance, including the requirement to use the if-converted method for all
convertible instruments. As a smaller reporting company, ASU 2020-06 is
effective January 1, 2024 for fiscal years beginning after December 15, 2023 and
should be applied on a full or modified retrospective basis, with early adoption
permitted beginning on January 1, 2021. We are currently assessing the impact,
if any, that ASU 2020-06 would have on its financial position, results of
operations or cash flows. We have not adopted this guidance as of September 30,
2022.
Our management does not believe that any other recently issued, but not yet
effective, accounting standards if currently adopted would have a material
effect on the accompanying interim condensed financial statements.
25
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We qualify as an
"emerging growth company" under the JOBS Act and are allowed to comply with new
or revised accounting pronouncements based on the effective date for private
(not publicly traded) companies. We are electing to delay the adoption of new or
revised accounting standards, and as a result, we may not comply with new or
revised accounting standards on the relevant dates on which adoption of such
standards is required for non-emerging growth companies. As a result, our
interim condensed financial statements may not be comparable to companies that
comply with new or revised accounting pronouncements as of public company
effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an independent registered public accounting firm's
attestation report on our system of internal controls over financial reporting
pursuant to Section 404, (ii) provide all of the compensation disclosure that
may be required of non-emerging growth public companies under the
Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any
requirement that may be adopted by the PCAOB regarding mandatory audit firm
rotation or a supplement to the independent registered public accounting firm's
report providing additional information about the audit and the financial
statements (auditor discussion and analysis), and (iv) disclose certain
executive compensation related items such as the correlation between executive
compensation and performance and comparisons of the CEO's compensation to median
employee compensation. These exemptions will apply for a period of five years
following the completion of our offering or until we are no longer an "emerging
growth company," whichever is earlier.
Factors That May Adversely Affect our Results of Operations
Our results of operations and our ability to complete an initial Business
Combination may be adversely affected by various factors that could cause
economic uncertainty and volatility in the financial markets, many of which are
beyond our control. Our business could be impacted by, among other things,
downturns in the financial markets or in economic conditions, increases in oil
prices, inflation, increases in interest rates, supply chain disruptions,
declines in consumer confidence and spending, the ongoing effects of the
COVID-19 pandemic, including resurgences and the emergence of new variants, and
geopolitical instability, such as the military conflict in Ukraine. We cannot at
this time fully predict the likelihood of one or more of the above events, their
duration or magnitude or the extent to which they may negatively impact our
business and our ability to complete an initial Business Combination.
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