Business Description

1 ITEM 1.A. RISK FACTORS. 7 ITEM 1.B. UNRESOLVED STAFF COMMENTS. 44 ITEM 1.C. CYBERSECURITY 44 ITEM 2. PROPERTIES. 44 ITEM 3. LEGAL PROCEEDINGS. 44 ITEM 4. MINE SAFETY DISCLOSURES. PART II. ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 45 ITEM 6. [Reserved]. 45 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 46 ITEM 7.A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK. 50 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 50 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 50 ITEM 9.A. CONTROLS AND PROCEDURES. 51 ITEM 9.B. OTHER INFORMATION. 51 ITEM 9.C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS. 51 PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 52 ITEM 11. EXECUTIVE COMPENSATION. 61 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 62 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. 65 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. 67 PART IV. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. 68 ITEM 16. FORM 10-K SUMMARY. 69 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY Certain statements contained in this Annual Report, which reflect our current views with respect to future events and financial performance, and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purposes of federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about: ● our being a company with no operating history and no operating revenues; ● our expectations around the performance of the prospective target business or businesses; ● our ability to select an appropriate target business or businesses; ● our ability to complete our initial business combination, including our ability to satisfy applicable closing conditions; ● our pool of prospective target businesses; ● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; ● our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; ● the ability of our directors and officers to generate potential business combination opportunities; ● our potential ability to obtain additional financing to complete our initial business combination; ● our ability to consummate an initial business combination due to the uncertainty resulting from significant events, such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases; ● our public securities’ potential liquidity and trading; ● the lack of a market for our securities; ● the sufficiency of and use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance; ● the Trust Account not being subject to claims of third parties; ● our ability to continue as a going concern; and ● our financial performance. The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.…