our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled Risk Factors in
our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on May 25, 2023, and in other reports we file with the SEC. You should not place undue reliance on any
forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).
RISK FACTORS
You should
consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on May 25, 2023, our Quarterly Reports on 10-Q filed with the SEC
on December 7, 2022 and June 29, 2023, and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating
results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the
aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial
condition and operating results or result in our liquidation.
There are no assurances that the Extension will enable us to complete a business
combination.
Approving the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no
assurances that the Business Combination will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. If the Extension Amendment is
approved, the Company expects to seek shareholder approval of the Business Combination following, which will include filing a registration statement or proxy statement with the SEC. The Company cannot estimate when, or if, the SEC will declare the
registration statement effective or clear such proxy statement for distribution to the Companys stockholders, as applicable.
We are
required to offer stockholders the opportunity to redeem shares in connection with the Extension Amendment, and we will be required to offer stockholders redemption rights again in connection with any stockholder vote to approve the Business
Combination. Even if the Extension or the Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient cash to consummate the Business Combination on commercially acceptable terms, or at all.
The fact that we will have separate redemption periods in connection with the Extension and the Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our stockholders may be unable
to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our shares at favorable prices, or at all.
We may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be
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), or ultimately prohibited.
One of our directors is a citizen of a country other than the United States. In addition, K Enter, the company with which we entered into the
Business Combination Agreement is a Delaware corporation that will have operations in Korea and certain of its directors are citizens of countries other than the United States. While we believe that the nature of the Companys business, and the
nature of the businesses of K Enter should not make the transaction subject to U.S. foreign regulations or review by a U.S. government entity, it is possible that the Business Combination may be subject to a CFIUS review, the scope of which was
expanded by the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying
U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If the Business Combination falls within CFIUSs jurisdiction, we may determine that we
are required to make a mandatory filing or that we will submit a voluntary notice 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 block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of
the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our
shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not
have similar foreign ownership issues.
Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy
and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by September 22, 2023 (or June 22, 2024 if the Extension Amendment Proposal is approved by the shareholders and the Company
extends the Combination Period to the fullest extent) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to
liquidate. 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 the combined company.
We do not believe that either we or our Sponsor constitute a foreign person under CFIUS rules and regulations. However, if we were
to be considered a foreign person under CFIUS rules that may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. If the Business Combination falls within the scope of applicable
foreign ownership restrictions, we may be unable to consummate the Business Combination. In addition, if the Business Combination falls within CFIUS jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary
notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination.