Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit
Report or Completed Interim Report.
On
On
Going forward, unless we amend the terms of our warrant agreement, we expect to continue to classify our warrants as a liabilities, which would require us to incur the cost of measuring the fair value of the warrant liabilities, and which may have an adverse effect on our results of operations.
The Company's management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Independent Accountants.
Additional Information
This Current Report on Form 8-K (this "Report") relates to a proposed business
combination (the "Business Combination") between the Company and
Investors and security holders will be able to obtain free copies of the
registration statement, proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
Participants in Solicitation
Otonomo, the Company and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the Company's
shareholders with respect to the proposed Business Combination. You can find
information about the Company's directors and executive officers and their
ownership of the Company's securities in the Company's final prospectus relating
to its initial public offering, dated
Forward-Looking Statements
This Report includes forward-looking statements within the meaning of the
federal securities laws with respect to the proposed Business Combination
between Otonomo and the Company, including statements regarding the anticipated
timing of the Business Combination. These forward-looking statements are
generally identified by terminology such as "believe," "may," "will,"
"potentially," "estimate," "continue," "anticipate," "intend," "could," "would,"
"project," "target," "plan," "expect," or the negatives of these terms or
variations of them or similar terminology. These forward-looking statements are
based upon estimates and assumptions that, while considered reasonable by the
Company and its management, and Otonomo and its management, as the case may be,
are inherently uncertain. Such forward-looking statements are subject to risks,
uncertainties, and other factors that could cause actual results to differ
materially from those expressed or implied by such forward looking statements.
New risks and uncertainties may emerge from time to time, and it is not possible
to predict all risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in this Report,
including but not limited to: (i) the risk that the transaction may not be
completed in a timely manner or at all, which may adversely affect the price of
the Company's securities, (ii) the risk that the transaction may not be
completed by the Company's Business Combination deadline and the potential
failure to obtain an extension of the Business Combination deadline if sought by
the Company, (iii) the failure to satisfy the conditions to the consummation of
the transaction, including the adoption of the Business Combination Agreement by
the shareholders of Otonomo and the Company, the satisfaction of the minimum
trust account amount following redemptions by the Company's public shareholders
and the receipt of certain governmental and regulatory approvals, (iv) the lack
of a third party valuation in determining whether to pursue the proposed
Business Combination, (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Business Combination
Agreement, (vi) the effect of the announcement or pendency of the transaction on
Otonomo's business relationships, performance, and business generally, (vii)
risks that the proposed Business Combination disrupts current plans of Otonomo
and potential difficulties in Otonomo employee retention as a result of the
proposed transaction, (viii) the outcome of any legal proceedings that may be
instituted against Otonomo or against the Company related to the Business
Combination agreement or the proposed Business Combination, (ix) the ability of
Otonomo to list its ordinary shares on the Nasdaq, (x) volatility in the price
of the combined company's securities due to a variety of factors, including
changes in the competitive and highly regulated industries in which Otonomo
plans to operate, variations in performance across competitors, changes in laws
and regulations affecting Otonomo's business and changes in the combined capital
structure, and (xi) the ability to implement business plans, forecasts, and
other expectations after the completion of the proposed Business Combination,
and to identify and realize additional opportunities. The foregoing list of
factors is not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the "Risk Factors" section of
the Company's, Quarterly Report on Form 10-Q, and other documents filed by the
Company from time to time with the
Nothing in this Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Report, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Otonomo nor the Company undertakes any duty to update these forward-looking statements.
Any financial and capitalization information or projections in this Report are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Otonomo's and the Company's control. While such information and projections are necessarily speculative, Otonomo and the Company believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of financial information or projections in this Report should not be regarded as an indication that Otonomo or the Company, or their respective representatives and advisors, considered or consider the information or projections to be a reliable prediction of future events.
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