▸ Companies in the software-as-a-service (SaaS) vertical in which we operate and other industries may own large numbers of patents, copyrights, and trademarks and may frequently request license agreements, threaten litigation or file suit against us· · ● 1 ▸ Our notes and related agreements restrict our ability to obtain additional debt and equity financing which may restrict our ability to grow and finance our operations and, further.· · ● 1 ▸ We have a significant working capital deficiency and a history of losses, may need to raise additional funds to meet our obligations and sustain our operations and may not achieve profitability in the future.· · ● 1 ▸ A failure to comply with laws and regulations regarding our use of telemarketing, including the TCPA, could increase our operating costs and materially and adversely impact our business, financial condition, results of operations, and prospects.· ● ● 2 ▸ group Additional Risks Related to the Cannabis Industry· ● ● 2 ▸ Although we believe that our tax estimates are reasonable, we cannot ensure that the final determination of tax audits or tax disputes will not be different from what is reflected in our historical income tax provisions and accruals.· ● ● 2 ▸ Because our business is dependent, in part, upon continued market acceptance of cannabis by consumers, any negative trends in the market could adversely affect our business operations.· ● ● 2 ▸ Cannabis businesses are subject to unfavorable U.S. tax treatment.· ● ● 2 ▸ Cannabis businesses may be subject to civil asset forfeiture.· ● ● 2 ▸ Cannabis remains illegal under federal law, and therefore, strict enforcement of federal laws regarding cannabis would likely result in our inability to execute our business plan.· ● ● 2 ▸ Catastrophic events may disrupt our business and impair our ability to provide our platform to clients and consumers, resulting in costs for remediation, client and consumer dissatisfaction, and other business or financial losses.· ● ● 2 ▸ Certain taxing authorities may successfully assert that SpringBig should have collected or that in the future SpringBig should collect sales and use or similar taxes for certain services which could adversely affect our results of operations.· ● ● 2 ▸ Changes in accounting standards or other factors could negatively impact our future effective tax rate.· ● ● 2 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.· ● ● 2 ▸ Changes in tax laws or regulations and compliance in multiple jurisdictions may have a material adverse effect on our business, cash flow, financial condition or operating results.· ● ● 2 ▸ Due to our involvement in the cannabis industry, we may have a difficult time obtaining the various insurances that are desired to operate our business, which may expose us to additional risk and financial liability.· ● ● 2 ▸ Expansion of our business is dependent on the continued legalization of cannabis and its sale through regulated cannabis distributed channels.· ● ● 2 rw ▸ Fluctuations in our quarterly and annual operating results may adversely affect our business and prospects.· ● ● 2 ▸ Future investments in our growth strategy, including acquisitions, could disrupt our business and adversely affect our operating results, financial condition and cash flows.· ● ● 2 ▸ Governmental regulation of the internet continues to develop, and unfavorable changes could substantially harm our business and operating results.· ● ● 2 ▸ If our current marketing model is not effective in attracting new clients, we may need to employ higher-cost sales and marketing methods to attract and retain clients, which could adversely affect our profitability.· ● ● 2 ▸ If our performance does not meet market expectations, the price of our securities may decline and the market for our securities may be volatile.· ● ● 2 ▸ If we are unable to compete effectively for any of these reasons, we may be unable to maintain our operations or develop our products and solutions, and as a result our business and operating results may be adversely affected.· ● ● 2 ▸ If we are unable to recruit, train, retain and motivate key personnel, we may not achieve our business objectives.· ● ● 2 ▸ If we do not successfully develop and deploy new software, platform features or services to address the needs of our clients, our business, financial condition, and results of operations could suffer.· ● ● 2 ▸ If we fail to expand effectively into new markets, our revenue and business will be adversely affected.· ● ● 2 ▸ If we fail to manage our growth effectively, our brand, business and operating results could be harmed.· ● ● 2 ▸ If we fail to retain our existing clients and consumers or to acquire new clients and consumers in a cost-effective manner, our revenue may decrease and our business may be harmed.· ● ● 2 ▸ Negative economic conditions may be created or exacerbated by catastrophic events or health crises, including, among others, re-occurrence of the COVID-19 pandemic or similar wide-spread public health crises.· ● ● 2 ▸ Our business and our clients are subject to a variety of U.S. and foreign laws regarding financial transactions related to cannabis, which could subject our clients to legal claims or otherwise adversely affect our business.· ● ● 2 ▸ Our business is dependent on U.S. state laws and regulations and Canadian federal and provincial laws and regulations pertaining to the cannabis industry.· ● ● 2 ▸ Our business is highly dependent upon our brand recognition and reputation, and any erosion or degradation of our brand recognition or reputation would likely adversely affect our business and operating results.· ● ● 2 ▸ Our failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act could have a material adverse effect on our business.· ● ● 2 ▸ Our largest shareholders and certain members of our management own a significant percentage of our shares of common stock and are able to exert significant control over matters subject to shareholder approval.· ● ● 2 ▸ Real or perceived errors, failures, or bugs in our platform could adversely affect our operating results and growth prospects.· ● ● 2 ▸ group Risks Related to Our Business and Industry· ● ● 2 ▸ group Risks Related to Our Intellectual Property· ● ● 2 ▸ group Risks Related to Our Securities and Certain Tax Matters· ● ● 2 ▸ Service providers to cannabis businesses may also be subject to unfavorable U.S. tax treatment.· ● ● 2 ▸ Some of our solutions contain open source software, which may pose particular risks to our proprietary software and solutions.· ● ● 2 ▸ The conduct of third parties may jeopardize our business.· ● ● 2 ▸ The growth of our business depends on our ability to accurately predict consumer trends, successfully offer new services, improve existing services and expand into new markets.· ● ● 2 ▸ The impact of global, regional or local economic and market conditions may adversely affect our business, operating results and financial condition.· ● ● 2 ▸ The success of our business heavily depends on our ability to protect and enforce our intellectual property rights.· ● ● 2 ▸ There may be difficulty enforcing certain of our commercial agreements and contracts.· ● ● 2 ▸ To the extent we are not able to continue successfully improving and enhancing our platform, our business could be adversely affected.· ● ● 2 ▸ We are dependent on our banking relations, and we may have difficulty accessing or consistently maintaining banking or other financial services due to our connection with the cannabis industry.· ● ● 2 ▸ We currently face intense competition in marketing and advertising services available to our clients, and we expect competition to further intensify as the cannabis industry continues to evolve.· ● ● 2 ▸ We have and will continue to incur increased costs as a result of operating as a public company and our management has and will continue to devote a substantial amount of time to new compliance initiatives.· ● ● 2 ▸ We have experienced increased spending in connection with growing our sales, service and marketing operation and we expect to incur higher sales and marketing expenses, which could adversely affect our business and operating results.· ● ● 2 rw ▸ We may be subject to potential adverse tax consequences both domestically and in Canada.· ● ● 2 ▸ We may be subject to securities litigation, which is expensive and could divert management attention.· ● ● 2 ▸ We may be unable to scale and adapt our existing technology and network infrastructure in a timely or effective manner to ensure that our platform is accessible, which would harm our reputation, business and operating results.· ● ● 2 ▸ We may continue to be subject to constraints on marketing our products.· ● ● 2 ▸ We may have difficulty using bankruptcy courts due to our involvement in the regulated cannabis industry.· ● ● 2 ▸ We may improve our products and solutions in ways that forego short-term gains.· ● ● 2 ▸ We may need to raise additional capital, which may not be available on favorable terms, if at all, causing dilution to our stockholders, restricting our operations or adversely affecting our ability to operate our business.· ● ● 2 ▸ If our performance does not meet market expectations, the price of our shares of common stock may decline. In addition, even if an active market for our shares of common stock develops and continues, the trading price of our shares of common· ● · 1 ▸ If we fail to meet all applicable requirements of Nasdaq, and Nasdaq determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock and the market price of our common stock could decrease.· ● · 1 ▸ Investors should not rely on outdated financial projections.· ● · 1 ▸ On April 29, 2022, the Company entered into the Notes and Warrants Purchase Agreement with the Investor, pursuant to which the Company, on June 14, 2022, issued the L1 Notes and the Investor Warrants exercisable for shares of Common Stock· ● · 1 ▸ You should consider our business and prospects in light of the risks and difficulties we encounter in the uncertain and rapidly evolving market for our solutions. Because the cannabis CRM, marketing services and technology markets are new and· ● · 1 ▸ A cannabis products business will be subject to a variety of laws, regulations and guidelines in each of the jurisdictions in which it operates. Complying with multiple regulatory regimes will require additional● · · 1 ▸ A cannabis products business will be subject to a variety of laws, regulations and guidelines relating to the marketing, acquisition, manufacture, management, transportation, storage, sale, labeling and disposal● · · 1 ▸ A critical component of a potential target company’s future growth is its ability to promote and sustain its brands, often achieved by providing a high-quality user experience. An important element of a target● · · 1 ▸ A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or● · · 1 ▸ A ordinary shares have a fair market value of $17.50 per share when there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 Class A ordinary shares. The holder would have received 875 Class A● · · 1 ▸ A potential target business may be exposed to the risk that any of its employees, independent contractors or consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could● · · 1 ▸ A potential target cannabis business may rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources at this early stage of the cannabis● · · 1 ▸ A potential target cannabis company may be reliant on key inputs and may not be able to realize its cannabis production or capacity targets. The price of production of● · · 1 ▸ A potential target cannabis company’s ability to produce and process cannabis, and the price of production, may be affected by a number of factors, including available space, raw materials plant design errors,● · · 1 ▸ A potential target company may be dependent on skilled labor and suppliers.● · · 1 ▸ A potential target company may be vulnerable to rising energy costs.● · · 1 ▸ A potential target company may have difficulty in forecasting sales and other business metrics.● · · 1 ▸ A potential target company may not succeed in promoting and sustaining its brands, which could have an adverse effect on its future growth and business.● · · 1 ▸ A potential target’s success depends on its ability to attract and retain consumers. There are many factors which could impact its ability to attract and retain consumers, including its ability to continually● · · 1 ▸ A product liability claim or regulatory action against us could result in increased costs, could adversely affect our reputation with our clients and consumers generally, and could have a material adverse effect● · · 1 ▸ A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.● · · 1 ▸ Although we expect to have insurance coverage with respect to the assets and operations of our target business, such insurance coverage will be subject to coverage limits and exclusions and may not be available● · · 1 ▸ Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not● · · 1 ▸ Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business● · · 1 ▸ Although we have no commitments as of the date of this Annual Report on Form 10-K to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to● · · 1 ▸ An initial surge in demand for cannabis may result in supply shortages in the short term, while in the longer term, supply of cannabis could exceed demand, which may cause a● · · 1 ▸ An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual● · · 1 ▸ Any of the foregoing could have an adverse impact on our operations following a business combination.● · · 1 ▸ Any potential growth in the cannabis industry continues to be subject to new and changing state and local laws and regulations.● · · 1 ▸ Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination by February 17, 2023. Consequently, such● · · 1 ▸ Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to windup,● · · 1 ▸ As a business revolving mainly around the growth of an agricultural product, the ability to obtain speedy, cost effective and efficient transport services will be essential to the prolonged operations of a● · · 1 ▸ As a target company grows, it may need to hire additional human resources to continue to develop its businesses. However, experienced talent, including senior management, with public company background in the● · · 1 ▸ As described elsewhere in this Annual Report on Form 10-K, we have identified a material weakness in our internal control over financial reporting related to the Company’s accounting and reporting of complex● · · 1 ▸ As the legal landscape for cannabis continues to evolve, it is possible that the cannabis industry will undergo consolidation, creating larger companies with greater financial resources, manufacturing and● · · 1 ▸ As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive● · · 1 ▸ At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Additionally, since our board of directors may complete a● · · 1 ▸ At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights and, therefore, we will need to structure the transaction● · · 1 ▸ Bank Secrecy Act. Guidance issued by the Financial Crimes Enforcement Network (“FinCen”), a division of the U.S. Department of the Treasury (the “FinCen Memo”), clarifies how financial institutions can provide services to cannabis-related● · · 1 ▸ Because cannabis is illegal under U.S. federal law, many courts have denied cannabis businesses bankruptcy protections, thus making it very difficult for lenders to recoup their investments in the cannabis● · · 1 ▸ Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.● · · 1 ▸ Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business● · · 1 ▸ Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the● · · 1 ▸ Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain● · · 1 ▸ Because we expect that our units and eventually our Class A ordinary shares and warrants will be listed on Nasdaq, our units, Class A ordinary shares and warrants will qualify as covered securities under such statute. Although the states are● · · 1 ▸ Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business● · · 1 ▸ Business combinations with companies operating in the cannabis industry entail special considerations and risks. If we complete a business combination with a target business in the cannabis● · · 1 ▸ Businesses in the cannabis industry, and the business of the suppliers from which we may acquire the products we may sell, require compliance with many laws and regulations. Failure to comply with these laws and● · · 1 ▸ Cannabis growing operations consume considerable energy, which makes a potential target cannabis company vulnerable to rising energy costs and/or the availability of stable energy sources. Accordingly, rising or● · · 1 ▸ Cannabis industry businesses operate under a relatively new medical and adult-use recreational market. In addition to being subject to general business risks, a business involving an agricultural product and a● · · 1 ▸ Cannabis is currently illegal under U.S. federal law and in other jurisdictions● · · 1 ▸ Cannabis regulations may permit the end user to produce cannabis for their own purposes. For example, under cannabis regulations in Canada, three options are available for an individual to obtain cannabis for● · · 1 ▸ Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands● · · 1 ▸ Certain events or developments in the cannabis industry more generally may impact our reputation.● · · 1 ▸ Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to● · · 1 ▸ Certain provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of● · · 1 ▸ Change in the laws, regulations and guidelines that impact our business may cause adverse effects on our operations.● · · 1 ▸ Change in the laws, regulations and guidelines that impact the cannabis industry may cause adverse effects on our ability to successfully complete our initial business● · · 1 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our● · · 1 ▸ Changes in the legal status of cannabis may result in an initial surge in demand. As a result of such initial surge, cannabis companies operating under such changed legal regime may not be able to produce enough● · · 1 ▸ Class A ordinary shares owned by our initial shareholders or their permitted transferees, our private placement warrants or warrants issued in connection with working capital loans are registered for resale.● · · 1 ▸ Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and● · · 1 ▸ Companies Law. In that case, investors may be forced to wait beyond February 17, 2023 before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our● · · 1 ▸ Competition from synthetic products may adversely affect the business, financial condition or results of operations of a potential target cannabis company.● · · 1 ▸ Competitive conditions, consumer tastes, patient requirements and spending patterns in this new industry and market are relatively unknown and may have unique circumstances that differ from existing industries● · · 1 ▸ Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and● · · 1 ▸ Consumer preferences may change, and the potential target business may be unsuccessful in acquiring or retaining consumers and keeping pace with changing market● · · 1 ▸ Continued development of the cannabis industry is dependent upon continued legislative legalization of cannabis at the state level, and a number of factors could slow or halt progress in this area, even where● · · 1 ▸ Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.● · · 1 ▸ Damage to our reputation can result from the actual or perceived occurrence of any number of events, including any negative publicity, whether true or not. If we acquire a target business in the cannabis● · · 1 ▸ Differing regulatory environments may cause adverse effects on our operations.● · · 1 ▸ Due to the growth in the cannabis industry, the continued development and operation of businesses in the cannabis industry may require additional financing. The failure to raise such capital could result in the● · · 1 ▸ Due to the nascent nature of the market, it could be difficult for the potential target to forecast demand. In particular, it could be difficult to forecast the rate of the illicit cannabis market crossing over● · · 1 ▸ Due to the nature of a potential target cannabis company’s products, security of the product during transportation to and from its facilities may be important. A breach of security during transport or delivery● · · 1 ▸ Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. To address these material weaknesses, management has devoted, and plans to continue to devote, significant● · · 1 ▸ Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target● · · 1 ▸ Even with the legalization of medical and adult-use cannabis in certain jurisdictions, black market operations remain abundant and are a substantial competitor to cannabis-related businesses. In addition, illegal● · · 1 ▸ Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management● · · 1 ▸ Financial transactions involving proceeds generated by cannabis-related conduct can form the basis for prosecution under the federal money laundering statutes, unlicensed money transmitter statute and the U.S.● · · 1 ▸ Finding, researching, analyzing and negotiating with SpringBig took a substantial amount of time, and if the Business Combination with SpringBig fails, we may not be able to find a suitable target business and● · · 1 ▸ First, we previously accounted for our outstanding public warrants and private placement warrants (collectively, with the public warrants, the “warrants”) issued in connection with our initial public offering as● · · 1 ▸ Foreign Investment Company Rules”). Depending on the particular circumstances, the application of the start-up exception for our current taxable year may be subject to uncertainty, and there cannot be any assurance that we will qualify for● · · 1 ▸ Fraudulent or illegal activity by employees, contractors and consultants may adversely affect our business, condition or results of operations.● · · 1 ▸ Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health● · · 1 ▸ If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures● · · 1 ▸ If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability● · · 1 ▸ If recreational or medical-use consumers elect to produce cannabis for their own purposes, it could reduce the addressable market for a potential target cannabis company’s● · · 1 ▸ If the anticipated Business Combination with SpringBig fails, it may be difficult to research a new prospective target business, negotiate and agree to a new business● · · 1 ▸ If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the● · · 1 ▸ If the net proceeds of our initial public offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the● · · 1 ▸ If the number of users of medical cannabis increases, and/or if the national demand for recreational cannabis increases, the demand for products will increase and we expect that competition will become more● · · 1 ▸ If they are successful, the widespread popularity of such synthetic products could change the demand, volume and profitability of the cannabis industry. This could adversely affect the ability of a potential target cannabis company to secure● · · 1 ▸ 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 shareholders may be less● · · 1 ▸ If we acquire a target business in the cannabis industry, the parties with which we do business may perceive that they are exposed to reputational risk as a result of our cannabis business activities. Failure to● · · 1 ▸ If we acquire a target business operating as a manufacturer and distributor of products utilizing cannabis for human consumption, we will face an inherent risk of exposure to product liability claims, regulatory● · · 1 ▸ If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned “Income Tax Considerations — United● · · 1 ▸ If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the● · · 1 ▸ If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire● · · 1 ▸ If we call the warrants for redemption in the circumstances described in “Description of Securities—Warrants—Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00,” holder that● · · 1 ▸ If we complete a business combination with a target in the cannabis industry, our ability to achieve our business objectives will be contingent, in part, upon the legality of the cannabis industry, our compliance● · · 1 ▸ If we complete a business combination with a target in the cannabis industry, we will be substantially dependent on the continued market acceptance, and the proliferation of consumers, of cannabis. We believe● · · 1 ▸ If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous● · · 1 ▸ If we have not completed our initial business combination by February 17, 2023, our public shareholders may be forced to wait beyond such date before redemption from our● · · 1 ▸ If we have not completed our initial business combination by February 17, 2023, we will distribute the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to● · · 1 ▸ If we have not completed our initial business combination by February 17, 2023, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10● · · 1 ▸ If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result● · · 1 ▸ If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and● · · 1 ▸ If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial● · · 1 ▸ If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of● · · 1 ▸ If we seek shareholder approval of our initial business combination, our initial shareholders, officers and directors have agreed to vote in favor of such initial business● · · 1 ▸ If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their affiliates may elect to purchase shares or● · · 1 ▸ If, after we distribute the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy● · · 1 ▸ If, after we distribute the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is● · · 1 ▸ If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy● · · 1 ▸ If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is● · · 1 ▸ In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World● · · 1 ▸ In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no● · · 1 ▸ In connection with the Merger Agreement, we have incurred substantial costs researching, planning and negotiating the transaction. These costs include, but are not limited to, costs associated with securing sources● · · 1 ▸ In light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers and directors. Our officers and● · · 1 ▸ In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum● · · 1 ▸ In order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing● · · 1 ▸ In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. For example, blank check● · · 1 ▸ In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we● · · 1 ▸ In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an● · · 1 ▸ In the event that the proceeds in the trust account are reduced below the lesser of (1) $10.00 per public share or (2) such lesser amount per share held in the trust account as of the date of the liquidation of● · · 1 ▸ In the event we acquire a business involved in the production, distribution or sale of cannabis products, achievement of our business objectives will be contingent, in part, upon compliance with the regulatory● · · 1 ▸ In the event we acquire a business involved in the production, distribution or sale of cannabis products, we will be operating in a highly regulated business. In such a case, we would expect a significant amount● · · 1 ▸ It may be difficult to continuously maintain and retain a competitive talent pool with public company standards.● · · 1 ▸ Large, well-funded industries that perceive cannabis products and services as competitive with their own, including but not limited to the pharmaceutical industry, adult beverage industry and tobacco industry,● · · 1 ▸ Many businesses in the cannabis industry face rapidly changing markets, technology, emerging industry standards and frequent introduction of new products. The introduction of new products embodying new● · · 1 ▸ Many cannabis businesses are dependent on key personnel with sufficient experience in the cannabis industry.● · · 1 ▸ Many cannabis businesses are subject to significant environmental regulations and risks.● · · 1 ▸ Marketing constraints under regulatory frameworks may limit a potential target cannabis company’s ability to compete for market share in a manner similar to that of● · · 1 ▸ Nasdaq may delist our securities from its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading● · · 1 ▸ Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.● · · 1 ▸ Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report. Factors that● · · 1 ▸ Of the net proceeds of our initial public offering and the sale of the private placement warrants, only approximately $1,000,000 will be available to us initially outside the trust account to fund our working● · · 1 ▸ Officer and a member of our board of directors, and Sergey Sherman, our Chief Financial Officer. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business● · · 1 ▸ Operating in a highly regulated business will require significant resources.● · · 1 ▸ Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may● · · 1 ▸ Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be● · · 1 ▸ Our amended and restated memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These● · · 1 ▸ Our amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause● · · 1 ▸ Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Law and the common law of the Cayman Islands. The rights of shareholders to take action against● · · 1 ▸ Our 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● · · 1 ▸ Our initial shareholders own 20% of our issued and outstanding ordinary shares. In addition, prior to our initial business combination, only the founder shares, all of which are held by our initial shareholders,● · · 1 ▸ Our initial shareholders will control the appointment of our board of directors until completion of our initial business combination and will hold a substantial interest in● · · 1 ▸ Our key personnel may be able to remain with the company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the● · · 1 ▸ Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide● · · 1 ▸ Our letter agreement with our sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares and private placement warrants, indemnification of the trust account,● · · 1 ▸ Our letter agreement with our sponsor, officers and directors may be amended without shareholder approval.● · · 1 ▸ Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a● · · 1 ▸ Our officers and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.● · · 1 ▸ Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary duties or contractual duties.● · · 1 ▸ Our officers and directors are not required to, and do not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a● · · 1 ▸ Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a● · · 1 ▸ Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our● · · 1 ▸ Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.● · · 1 ▸ Our operations are dependent upon a relatively small group of individuals – in particular, Albert Foreman, our Chief Executive Officer and a member of our board of directors, Mark Zittman, our Chief Operating● · · 1 ▸ Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (except for the Company’s independent● · · 1 ▸ Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even● · · 1 ▸ Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of our initial business combination, and then only in connection with those● · · 1 ▸ Our reputation and ability to do business may be negatively impacted by the improper conduct of our business partners, employees or agents.● · · 1 ▸ Our search for a business combination, and any partner business with which we ultimately complete a business combination, may be materially adversely affected by the recent● · · 1 ▸ Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.● · · 1 ▸ Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold● · · 1 ▸ Our sponsor, officers and directors have agreed that we must complete our initial business combination by February 17, 2023. We may not be able to find a suitable target business and complete our initial business● · · 1 ▸ Our success will depend on our ability to keep pace with any changes in our markets, particularly, legal and regulatory changes. For example, it is likely that we, and our competitors, will seek to introduce new● · · 1 ▸ Our warrants and founder shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business● · · 1 ▸ Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the● · · 1 ▸ Participants in the cannabis industry are subject to various environmental regulations in the jurisdictions in which they operate. These regulations may mandate, among other things, the maintenance of air and● · · 1 ▸ Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in● · · 1 ▸ Redeemable Warrants—Anti-dilution Adjustments”). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of our Class A ordinary shares determined based on the redemption date and the● · · 1 ▸ Research in the United States, Canada and internationally regarding the medical benefits, viability, safety, efficacy and dosing of cannabis or isolated cannabinoids (such as CBD and THC) remains in relatively● · · 1 ▸ Research in the United States, Canada and internationally regarding the medical benefits, viability, safety, efficacy and dosing of cannabis or isolated cannabinoids remains● · · 1 ▸ Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or● · · 1 ▸ Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination● · · 1 ▸ group Risks Relating to our Management Team● · · 1 ▸ group Risks Relating to our Securities● · · 1 ▸ group Risks Relating to the Cannabis Industry● · · 1 ▸ group Risks Relating to the Merger Agreement● · · 1 ▸ Second, management determined that we had improperly valued our Class A ordinary shares subject to possible redemption. We previously determined the Class A ordinary shares subject to possible redemption to be● · · 1 ▸ Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the public shares, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be● · · 1 ▸ Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event● · · 1 ▸ Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions,● · · 1 ▸ Since our initial shareholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares● · · 1 ▸ Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination activity,● · · 1 ▸ States Federal Income Taxation — General”) of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for● · · 1 ▸ Subsequent to our completion of our initial business combination, we may be required to subsequently take write-downs or write-offs, restructuring and impairment or other● · · 1 ▸ The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.”● · · 1 ▸ The ability of a potential target business to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labor, equipment, parts and components. No assurances● · · 1 ▸ The ability of holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption when the price of Class A ordinary shares● · · 1 ▸ The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business● · · 1 ▸ The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business● · · 1 ▸ The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make● · · 1 ▸ The anticipated pricing of cannabis products may differ substantially from current levels given changes in the competitive and regulatory landscape. The potential target company’s business model may be● · · 1 ▸ The cannabis industry faces significant opposition, and any negative trends may adversely affect our business operations.● · · 1 ▸ The cannabis industry is highly competitive and evolving.● · · 1 ▸ The cannabis industry is subject to the risks inherent in an agricultural business, including the risk of crop failure.● · · 1 ▸ The cannabis industry is subject to transportation disruptions, including those related to an agricultural product.● · · 1 ▸ The development and operation of businesses in the cannabis industry may require additional financing, which may not be available on favorable terms, if at all.● · · 1 ▸ The development of a potential target cannabis company’s business and operating results may be hindered by applicable restrictions on sales and marketing activities imposed by regulations applicable to the● · · 1 ▸ The federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same● · · 1 ▸ The founder shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis, subject to adjustment as● · · 1 ▸ The grant of registration rights to our initial shareholders and their permitted transferees may make it more difficult to complete our initial business combination, and the● · · 1 ▸ The growing of cannabis is an agricultural process. As such, a target business with operations in the cannabis industry is subject to the risks inherent in the agricultural business, including risks of crop● · · 1 ▸ The holders of the founder shares, private placement warrants and any warrants that may be issued on conversion of working capital loans (and any ordinary shares issuable upon the exercise of the private● · · 1 ▸ The market for businesses in the cannabis industry is highly competitive and evolving. There may be no material aspect of our business that is protected by patents, copyrights, trademarks or trade names, and we● · · 1 ▸ The nascent status of the medical and recreational cannabis industry involves unique circumstances and there can be no assurance that the industry will continue to exist or● · · 1 ▸ The net proceeds from the initial public offering and the sale of the private placement warrants provided us with $200,000,000 that we may use to complete our initial business combination.● · · 1 ▸ The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure of a business combination target’s key personnel could negatively impact the● · · 1 ▸ The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key● · · 1 ▸ The pharmaceutical industry may attempt to dominate the cannabis industry, and in particular, legal cannabis, through the development and distribution of synthetic products which emulate the effects of cannabis.● · · 1 ▸ The private placement warrants are identical to the warrants sold as part of the units except that, so long as they are held by our sponsor or its permitted transferees: (1) they are not be redeemable by us● · · 1 ▸ The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under● · · 1 ▸ The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business● · · 1 ▸ The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a● · · 1 ▸ The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition● · · 1 ▸ The rules of Nasdaq require that our initial business combination occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account● · · 1 ▸ 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● · · 1 ▸ The success of businesses in the cannabis industry is largely dependent on the performance of their respective management teams and key employees and their continuing ability to attract, develop, motivate and● · · 1 ▸ The technologies, process and formulations a target company uses may face competition or become obsolete.● · · 1 ▸ There are a limited number of management teams in the cannabis industry that are familiar with U.S. securities laws.● · · 1 ▸ There are a limited number of management teams in the cannabis industry that have U.S. public company experience. As a result, management of a target cannabis business, including any key personnel that it hires● · · 1 ▸ There are risks related to the cannabis industry to which we may become subject.● · · 1 ▸ There can be no assurance that this industry and market will continue to exist or grow as currently estimated or anticipated, or function and evolve in a manner consistent with management’s expectations and● · · 1 ▸ There is uncertainty in pricing and demand for cannabis-based products.● · · 1 ▸ Third parties with whom we do business may perceive themselves as being exposed to reputational risk by virtue of their relationship with us and may ultimately elect not to● · · 1 ▸ This conflict of interest could have a negative impact on our ability to complete our initial business combination.● · · 1 ▸ To the extent we acquire cannabis businesses or assets, there may be a lack of access to U.S. bankruptcy protections.● · · 1 ▸ To the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by● · · 1 ▸ U.S. federal courts may be limited.● · · 1 ▸ U.S. regulations relating to hemp-derived CBD products are unclear and rapidly evolving.● · · 1 ▸ Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm, or from an independent accounting firm, that● · · 1 ▸ Unlike certain other blank check companies, our initial shareholder will receive additional Class A ordinary shares if we issue shares to consummate an initial business● · · 1 ▸ Unlike many other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an● · · 1 ▸ Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’● · · 1 ▸ Warrants—Anti-dilution Adjustments”). Please see “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00.” If and when the warrants become● · · 1 ▸ We and our customers may have difficulty accessing the service of banks, which may make it difficult to sell products and services.● · · 1 ▸ We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial● · · 1 ▸ We are a blank check company incorporated under the laws of the Cayman Islands and all of our activities to date have been related to our formation, our initial public offering and our search for a business● · · 1 ▸ We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.● · · 1 ▸ We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure● · · 1 ▸ We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers,● · · 1 ▸ We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to● · · 1 ▸ We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.● · · 1 ▸ We are engaged in the business of identifying and combining with one or more businesses. Our sponsor and officers and directors are, or may in the future become, affiliated with entities that are engaged in a● · · 1 ▸ We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such● · · 1 ▸ We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we● · · 1 ▸ We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from● · · 1 ▸ We believe that the cannabis industry is highly dependent upon positive consumer and investor perception regarding the benefits, safety, efficacy and quality of the cannabis distributed to consumers. The● · · 1 ▸ We cannot provide assurance that our customers will always use our products in the manner in which we intend. Any misuse of our products by our customers could lead to substantial civil and criminal monetary and● · · 1 ▸ We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees, agents or business partners in violation of applicable laws and● · · 1 ▸ We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks● · · 1 ▸ We do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury● · · 1 ▸ We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which● · · 1 ▸ We do not ultimately have direct control over how we or the cannabis industry is perceived by others. Reputational issues may result in decreased investor confidence, increased challenges in developing and● · · 1 ▸ We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check● · · 1 ▸ We expect to need to comply with the rules of Nasdaq that require our initial business combination to occur with one or more target businesses having an aggregate fair● · · 1 ▸ We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any● · · 1 ▸ We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (1) to recognize or enforce against us judgments of courts of the United States predicated upon the● · · 1 ▸ We have identified a material weakness in our internal control over financial reporting as of December 31, 2021. If we are unable to develop and maintain an effective system● · · 1 ▸ We have identified two material weaknesses in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control● · · 1 ▸ We have identified two material weaknesses in our internal controls related to the accounting for complex financial instruments, one affecting only the● · · 1 ▸ We have issued warrants to purchase 10,000,000 Class A ordinary shares at a price of $11.50 per whole share (subject to adjustment as provided herein), as part of the units offered by the prospectus for our● · · 1 ▸ We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or● · · 1 ▸ We have not asked our sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds● · · 1 ▸ We have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, among other things, the Reference Value equals● · · 1 ▸ We may acquire a business involved in the production, distribution or sale of hemp-derived CBD products. Participation in the market for hemp-derived CBD products in the United States and elsewhere may require us● · · 1 ▸ We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding● · · 1 ▸ We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination● · · 1 ▸ We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination● · · 1 ▸ We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.● · · 1 ▸ We may be able to complete only one business combination, which will cause us to be solely dependent on a single business which may have a limited number of products or● · · 1 ▸ We may be subject to product liability claims.● · · 1 ▸ We may be subject to regulatory, legal or reputational risk associated with potential misuse of our products by our customers.● · · 1 ▸ We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us● · · 1 ▸ We may become involved in regulatory or agency proceedings, investigations and audits.● · · 1 ▸ We may consummate a business combination with a company in any industry we choose and are not limited to any particular industry or type of business, although we intend to focus our search for businesses in the● · · 1 ▸ We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our● · · 1 ▸ We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers or● · · 1 ▸ We may have limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business● · · 1 ▸ We may issue a substantial number of additional Class A ordinary shares, and may issue preferred shares, in order to complete our initial business combination or under an employee incentive plan after completion● · · 1 ▸ We may issue additional Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our● · · 1 ▸ We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial● · · 1 ▸ We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding● · · 1 ▸ We may not be able to effect the Business Combination pursuant to the Merger Agreement. If we are unable to do so, we will incur substantial costs associated with withdrawing● · · 1 ▸ We may not be able to obtain adequate insurance coverage in respect of the risks our business faces, the premiums for such insurance may not continue to be commercially● · · 1 ▸ We may not have sufficient funds to satisfy indemnification claims of our directors and officers.2● · · 1 ▸ We may not hold an annual general meeting until after the completion of our initial business combination. Our public shareholders will not have the right to appoint● · · 1 ▸ We may operate a highly regulated business and any failure or significant delay in obtaining regulatory approvals could adversely affect our ability to conduct our business.● · · 1 ▸ We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.● · · 1 ▸ 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.● · · 1 ▸ We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public● · · 1 ▸ We may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business,● · · 1 ▸ We only intend to target companies that are compliant with all applicable laws and regulations within the jurisdictions in which they are located or operate and, in particular, we will not invest in, or● · · 1 ▸ We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder● · · 1 ▸ We will either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which public shareholders may elect to redeem their public shares without voting, and if they● · · 1 ▸ We, or the cannabis industry more generally, may receive unfavorable publicity or become subject to negative consumer or investor perception.● · · 1 ▸ When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time,● · · 1 ▸ With respect to target businesses operating in the medical and adult-use cannabis markets, the illicit supply of cannabis and cannabis-based products may reduce our sales● · · 1 ▸ Without adequate personnel and expertise, the growth of the business may suffer. There can be no assurance that a target company will be able to identify, attract, hire and retain qualified personnel and● · · 1 ▸ You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be● · · 1 ▸ Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us● · · 1 
