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Coll. senior V bad
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New words:
announced, announcing, armed, China, disease, fully, geopolitical, instability, lower, political, regularly, statutory, terrorism, war
Removed:
accretion, acquired, actively, adjust, applying, assure, ASU, bearing, beginning, book, Carlo, classify, comparative, consisted, contract, criteria, data, derived, discontinued, evaluating, exceed, Facilitation, factor, FASB, free, guidance, heightened, iii, Interbank, key, largely, London, longer, manifested, merge, Monte, negotiating, observable, October, Offered, optional, original, originated, partially, promissory, pursuit, recognize, recruiting, reference, reform, Scope, selecting, separable, simulation, structuring, successfully, terrorist, travel, treatment, unsecured
Financial report summary
?Risks
- We have no operating history and no revenues, and our stockholders have no basis on which to evaluate our ability to achieve our business objective.
- Our Public Stockholders may not be afforded an opportunity to vote on our proposed Partnering Transaction, which means we may complete our Partnering Transaction even though a majority of our Public Stockholders do not support such a transaction.
- Our Public Stockholders’ only opportunity to affect the investment decision regarding a potential Partnering Transaction will be limited to the exercise of their right to redeem their Public Shares from us for cash, unless we seek stockholder approval of such Partnering Transaction.
- If we seek stockholder approval of our Partnering Transaction, our Sponsor, executive officers and directors have agreed to vote in favor of such Partnering Transaction, regardless of how our Public Stockholders vote.
- We may be unable to obtain additional financing, if needed, to complete our Partnering Transaction or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular Partnering Transaction.
- We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Partnering Transaction, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.
- Since our Sponsor will lose its entire investment in us if our Partnering Transaction is not completed (other than with respect to any Public Shares it may hold), a conflict of interest may arise in determining whether a particular Partnering Transaction target is appropriate for our Partnering Transaction.
- We have overlapping directors and management with multiple entities, each of which may lead to conflicting interests. Additionally, certain of our officers and directors have, and in the future may have, additional fiduciary or contractual obligations to one or more other entities, including, in certain cases, to Post, which may lead to additional conflicting interests.
- We are dependent upon our executive officers and directors who must allocate their time among our business and other businesses. The departure of our executive officers or directors or conflicts of interest in their determination as to how much time to devote to our affairs could have a negative impact on our ability to complete our Partnering Transaction.
- Past performance by Post and members of our management team may not be indicative of future performance of an investment in us.
- The ability of our Public Stockholders to redeem their Public Shares for cash may make our financial condition unattractive to potential Partnering Transaction targets, which may make it difficult for us to enter into or complete a Partnering Transaction with a target.
- The ability of our Public Stockholders to exercise redemption rights with respect to a large number of our Public Shares may not allow us to complete the most desirable Partnering Transaction or optimize our capital structure.
- The ability of our Public Stockholders to exercise redemption rights with respect to a large number of our Public Shares could increase the probability that our Partnering Transaction would be unsuccessful and that our Public Stockholders would have to wait for liquidation in order to redeem their Public Shares.
- We have identified conditions and events that raise substantial doubt about our ability to continue as a going concern.
- We may not be able to complete our Partnering Transaction within the prescribed time frame. If we are unable to do so, we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public Stockholders may receive only $10.00 per Public Share, or less than such amount in certain circumstances, and our Warrants will expire worthless.
- The requirement that we complete our Partnering Transaction within the prescribed time frame (or such later date as approved by holders of a majority of the voting power of shares of our outstanding common stock that are voted at the meeting to extend such date, voting together as a single class) may give potential target businesses leverage over us in negotiating a Partnering Transaction and may limit the time we have in which to conduct due diligence on potential Partnering Transaction targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our Partnering Transaction on terms that would produce value for our stockholders.
- As there are many special purpose acquisition companies evaluating targets, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our Partnering Transaction and could even result in our inability to find a target or to consummate a Partnering Transaction.
- Our search for a Partnering Transaction, and any target business with which we ultimately consummate a Partnering Transaction, may be materially adversely affected by public health crises, including the COVID-19 pandemic, and other events.
- If a Public Stockholder fails to receive notice of our offer to redeem our Public Shares in connection with our Partnering Transaction, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- Because of our limited resources and the significant competition for Partnering Transaction opportunities, it may be more difficult for us to complete our Partnering Transaction. If we are unable to complete our Partnering Transaction, our Public Stockholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on our redemption of their stock, and our Warrants will expire worthless.
- If the net proceeds of our IPO and the Private Placement not being held in the Trust Account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our Partnering Transaction and we will depend on loans from our Sponsor or management team to fund our search, to pay our taxes and to complete our Partnering Transaction. If we are unable to obtain such loans, we may be unable to complete our Partnering Transaction.
- If the funds not being held in the Trust Account are insufficient to allow us to operate for at least the duration of the Combination Period, we may be unable to complete our Partnering Transaction.
- Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
- If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by our Public Stockholders may be less than $10.00 per Public Share.
- Our Public Stockholders will not be entitled to protections normally afforded to investors of many other blank check companies.
- If we seek stockholder approval of our Partnering Transaction, our Sponsor, directors, officers or advisors or any of the Related Companies or their directors, officers or advisors may enter into certain transactions, including purchasing our Public Shares or Public Warrants from the public, which may influence the outcome of our proposed Partnering Transaction and reduce the public “float” of our securities.
- If we seek stockholder approval of our Partnering Transaction and we do not conduct redemptions pursuant to the tender offer rules, and if a Public Stockholder or a “group” of stockholders are deemed to hold in excess of 15% of the Public Shares sold in our IPO, such Public Stockholder will lose the ability to redeem all such shares in excess of 15% of the Public Shares.
- Our independent directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Stockholders.
- The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by Public Stockholders may be less than $10.00 per Public Share, and the financial institution in which we maintain a cash account outside of the Trust Account could fail or be taken over by the U.S. Federal Deposit Insurance Corporation (the “FDIC”), which could have a significant adverse impact on our financial condition, results of operations and cash flows.
- If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
- If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our Public Stockholders in connection with any liquidation may be reduced.
- If we have not completed our Partnering Transaction within the Combination Period or during any subsequent Extension Period, our Public Stockholders may be forced to wait beyond such period before redemption from our Trust Account.
- If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our Partnering Transaction.
- We may be subject to the 1% excise tax included in the Inflation Reduction Act of 2022, which may decrease the value of our securities following our initial Partnering Transaction, hinder our ability to consummate an initial Partnering Transaction and decrease the amount of funds available for distribution in connection with a liquidation.
- Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our Partnering Transaction, and results of operations.
- We may not hold an annual meeting of stockholders until after the completion of our Partnering Transaction and our Public Stockholders will not be entitled to any of the corporate protections provided by such a meeting.
- The grant of registration rights to our Sponsor and its permitted transferees may make it more difficult to complete our Partnering Transaction, and the future exercise of such rights may adversely affect the market price of our Series A common stock.
- Because we are neither limited to evaluating target businesses in a particular industry, sector or geographic area nor have we selected any specific target businesses with which to pursue our Partnering Transaction, our stockholders will be unable to ascertain the merits or risks of any particular target business’s operations.
- We may seek acquisition opportunities in industries or sectors that may be outside of our management team’s areas of expertise.
- Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our Partnering Transaction with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our Partnering Transaction may not have attributes entirely consistent with our general criteria and guidelines.
- We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel.
- We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness, and consequently, our stockholders may have no assurance from an independent source that the price we are paying for the business is fair to our Company from a financial point of view.
- We may issue additional shares of common stock or preferred stock to complete our Partnering Transaction or under an employee incentive plan after completion of our Partnering Transaction. Any such issuances would dilute the interest of our stockholders and likely present other risks.
- Resources could be wasted in researching potential Partnering Transactions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our Partnering Transaction, our Public Stockholders may receive only approximately $10.00 per Public Share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.
- From time to time, we and members of our management team may be subject to legal proceedings, regulatory disputes and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention and materially harm our financial condition.
- Our officers, directors and security holders may have competitive pecuniary interests that conflict with our interests.
- We may engage in a Partnering Transaction with one or more target businesses that may be owned by our Sponsor or one or more of the Related Companies, or its or their officers or directors, which may raise potential conflicts of interest.
- We may only be able to complete one Partnering Transaction with the proceeds of our IPO, the Private Placement and the sale of the Forward Purchase Units, which would cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
- We may attempt to simultaneously complete Partnering Transactions with multiple prospective targets, which may hinder our ability to complete our Partnering Transaction and give rise to increased costs and risks that could negatively impact our operations and profitability.
- We may attempt to complete our Partnering Transaction with a private company about which little information is available, which may result in a Partnering Transaction with a company that is not as profitable as we suspected, if at all.
- The exercise price for the Public Warrants is higher than in some other blank check company offerings, and, accordingly, the Public Warrants are more likely to expire worthless.
- In order to effectuate a Partnering Transaction, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. We may seek to amend our amended and restated certificate of incorporation or governing instruments, including our warrant agreement, in a manner that will make it easier for us to complete our Partnering Transaction that some of our stockholders or Warrant holders may not support.
- Certain provisions of our amended and restated certificate of incorporation that relate to our pre-Partnering Transaction activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of at least 66 2/3% of the total voting power of our outstanding capital stock, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust agreement to facilitate the completion of a Partnering Transaction that some of our stockholders may not support.
- Certain agreements related to our IPO may be amended without stockholder approval.
- In evaluating a prospective target business for our Partnering Transaction, our management may rely on the availability of all of the funds from the sale of the Forward Purchase Units to be used as part of the consideration to the sellers in the Partnering Transaction. If the sale of some or all of the Forward Purchase Units fails to close, for any reason, we may lack sufficient funds to consummate our Partnering Transaction.
- Our Sponsor controls the election of our board of directors and holds a substantial interest in us. Additionally, holders of our Series A common stock will have limited voting rights following our Partnering Transaction. As a result, our Sponsor will elect all of our directors prior to our Partnering Transaction and may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
- Our Warrants and Founder Shares (including the voting rights thereof) of our Sponsor may have an adverse effect on the market price of our Series A common stock and make it more difficult to effectuate our Partnering Transaction.
- Our Public Warrants and Private Placement Warrants are accounted for as derivative liabilities and are recorded at fair value upon issuance with changes in fair value each period included in earnings, which may have an adverse effect on the market price of our Series A common stock or may make it more difficult for us to consummate a Partnering Transaction.
- Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous Partnering Transaction with some prospective target businesses.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our Partnering Transaction, require substantial financial and management resources and increase the time and costs of completing an acquisition.
- Our management may not be able to maintain control of a target business after our Partnering Transaction. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
- The officers and directors of a prospective target business may resign upon the completion of our Partnering Transaction, which could negatively impact the operations and profitability of our post-combination business.
- If our management team, following our Partnering Transaction, is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
- If our management team pursues a company with operations or opportunities outside of the U.S. for our Partnering Transaction, we may face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect such Partnering Transaction, we would be subject to a variety of additional risks that may negatively impact our operations.
- The voting structure of our common stock will have the effect of concentrating voting power with our Sponsor, which will limit a stockholder’s ability to influence our policies and the outcome of important transactions, including a change in control.
- Our Public Stockholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, our Public Stockholders may be forced to sell their Public Shares or Public Warrants, potentially at a loss.
- Our Sponsor’s equity ownership may create or appear to create conflicts of interest.
- Since only holders of our Founder Shares have the right to vote on the appointment of directors, the NYSE may consider us to be a “controlled company” within the meaning of the NYSE rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
- The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
- We are not registering the shares of Series A common stock issuable upon exercise of the Warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when a Warrant holder desires to exercise Warrants, thus precluding such Warrant holder from being able to exercise its Warrants except on a “cashless basis” and potentially causing such Warrants to expire worthless.
- We may amend the terms of the Warrants in a manner that may be adverse to holders of Public Warrants with the approval of the holders of at least 50% of the then outstanding Public Warrants. As a result, the exercise price of Public Warrants could be increased, the Public Warrants could be converted into cash or stock, the exercise period could be shortened and the number of shares of our Series A common stock purchasable upon exercise of a Public Warrant could be decreased, all without the approval of the holder of such Public Warrant.
- Our warrant agreement designates the courts of the State of Delaware or the U.S. District Court for the District of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Warrants, which could limit the ability of Warrant holders to obtain a favorable judicial forum for disputes with our Company.
- A provision of our warrant agreement may make it more difficult for us to consummate a Partnering Transaction.
- We may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous to their holders, thereby making the Public Warrants worthless.
- Because each Unit contains one-third of one redeemable Public Warrant and only a whole Public Warrant may be exercised, the Units may be worth less than units of other blank check companies.
- A market for our securities after our Partnering Transaction may not develop, which would adversely affect the liquidity and price of our securities.
- Holders of a single series of our common stock may not have any remedies if an action by our directors has an adverse effect on only that series of our common stock.
- Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and also provides that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit our stockholders’ ability to choose the judicial forum for disputes with our Company or our Company’s directors, officers or employees.
- We have adopted certain provisions in our amended and restated certificate of incorporation and our amended and restated bylaws that we intend to retain following the Partnering Transaction that may make it difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders.
- We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
- Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
Management Discussion
- As of December 31, 2022, we had not commenced any operations. All activity for the period from January 27, 2021 (inception) through December 31, 2022 relates to our formation and IPO, and from the IPO date relates to our search for potential target businesses. We will not generate any operating revenue until after the completion of our Partnering Transaction, at the earliest. We incur general and administrative expenses through operating as a blank check company. We generate other income in the form of interest income earned on our investments held in trust, and non-operating unrealized gains related to derivative instruments initially recorded at the IPO date. The year ended December 31, 2021 represents the period beginning January 27, 2021, the inception date of the Company, and ending December 31, 2021.