What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-05-30 compared with 2022-03-31 · 739 added, 1302 removed, 319 unchanged (86% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls are

procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange

Act, such as this report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our

chief executive officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation

of our current Chief Executive Officer who also acts as our principal accounting officer, the effectiveness of our disclosure controls

and procedures as of December 31, 2021, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Chief Executive

Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were effective.

We do not expect that

our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter

how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and

procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,

and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures,

no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies

and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the

likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential

future conditions.

Management’s Report on Internal Controls

Over Financial Reporting

This Annual Report on

Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our current Chief Executive Officer who also acts as our principal accounting officer, the effectiveness of our disclosure controls and procedures as of December 31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Chief Executive Officer who also acts as our principal accounting officer concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below.

The material weakness identified relates to the fact that we have not yet designed and maintained effective controls relating to the presentation of our statement of cash flows.

Specifically, we incorrectly presented dividends earned and reinvested in money market mutual funds on the trust account within the cash flows from operating activities section on our statement of cash flows and did not present a sale and purchase of marketable securities held in the trust account.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.

Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected in a timely manner.

Also, because of changes in conditions, internal control effectiveness may vary over time.

Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making this assessment, management used the criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control-Integrated Framework.” Based on management’s assessment using the COSO criteria, management has concluded that our internal control over financial reporting was not effective as of December 31, 2022 as a result of the material weakness in internal control over financial reporting described above.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this Annual Report.

Remediation Plan

Our Chief Executive Officer will perform additional post-closing review procedures including review of the classification of earnings on the trust account and confirmation of amounts and balances with the trustee.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over

financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the matter discussed above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

11 unchanged sentences

David Winfield

Jeb Spencer is our Chief Executive Officer

and a member of our board of directors.

He is the co-founder and managing partner of TVC Capital, a software focused, growth equity fund,

a position he has held since 2006.

He has been a chief executive officer, investor and board member of SaaS companies and currently serves

on the board of directors of 5 software companies:

Dama Financial (since 2022);

SpringBig (since 2020);

SmartAction (since 2018);

MediaPlatform

(since 2015) and Centage Corporation (since 2014);.

Spencer previously served on the board of directors of 10 other software companies,

including SimpleNexus (2018 –

Jeb Spencer is our Chief Executive Officer and has served as a member of our board of directors since May 2021.

He is the co-founder and managing partner of TVC Capital, a software focused, growth equity fund, a position he has held since 2006.

He has been a chief executive officer, investor and board member of SaaS companies and currently serves on the board of directors of three software companies—SmartAction (since 2018);

MediaPlatform (since 2015) and Centage Corporation (since 2014)—and as observer on the board of directors of Dama Financial (since 2022).

Spencer previously served on the board of directors of 10 other software companies, including SimpleNexus (2018 – 2022);

Levels Beyond (2012-2021);

5 unchanged sentences

ELLI) (2011 to 2019).

At Ellie Mae,

a leading provider of automation software for the mortgage industry which is now a subsidiary of Intercontinental Exchange, Inc (NYSE:

Spencer also served as the Chair of the board’s M&A Committee.

Spencer was formerly the chief executive officer

of Del Mar Datatrac, Inc., a provider of mortgage origination software to the mid-market that was sold to Fiserv (NASDAQ:

FISV) in 2005

and to Ellie Mae in 2011.

As managing partner of TVC Capital, he was involved in a $20 million Series A financing and a $108 million Series

B financing in 2018 and January 2021, respectively, in which TVC Capital invested alongside Insight Partners in SimpleNexus, a homeownership

software company that was acquired by nCino, Inc (NASDAQ;

NCNO) in January 2022 in a stock and cash transaction valued at approximately

$1.2 billion.

SimpleNexus operates a digital platform for loan officers, borrowers and real estate agents that unites the people, systems

and stages of the home buying process into a single end-to-end experience.

The SimpleNexus platform serves independent mortgage banks,

banks and credit unions, and loan originators in the United States.

Spencer holds a B.A in Political Science from Boston College and

an MBA from Harvard Business School.

At Ellie Mae, a leading provider of automation software for the mortgage industry which is now a subsidiary of Intercontinental Exchange, Inc (NYSE:

Spencer also served as the Chair of the board’s M&A Committee.

Spencer was formerly the chief executive officer of Del Mar Datatrac, Inc., a provider of mortgage origination software to the mid-market that was sold to Fiserv (NASDAQ:

FISV) in 2005 and to Ellie Mae in 2011.

As managing partner of TVC Capital, he was involved in a $20 million Series A financing and a $108 million Series B financing in 2018 and January 2021, respectively, in which TVC Capital invested alongside Insight Partners in SimpleNexus, a homeownership software company that was acquired by nCino, Inc.

NCNO) in January 2022 in a stock and cash transaction valued at approximately $1.2 billion.

SimpleNexus operates a digital platform for loan officers, borrowers and real estate agents that unites the people, systems and stages of the home buying process into a single end-to-end experience.

The SimpleNexus platform serves independent mortgage banks, banks and credit unions, and loan originators in the United States.

Spencer holds a B.A in Political Science from Boston College and an MBA from Harvard Business School.

We believe that Mr.

Spencer’s extensive

experience with software focused companies, including his experience as a board member of a number of these companies (including a

former public company) and as a chief executive officer of certain of these companies, his business experience in investing in

private companies, as well experience with sales of private companies qualify him to serve on our board.

Jared Stone is Chairman of our board of

directors and an investor in private and public companies with over 27 years of experience leading investments on behalf of institutional

and family investors.

From 2001 to 2015, he was a co-founder, managing director and member of the investment committee of Northgate Capital,

a global private equity investment firm, where he and his partners raised and invested approximately $4.5 billion in private equity capital.

Stone co-led an investment in Del Mar Datatrac, a provider of mortgage origination software to the mid-market that was sold to Fiserv

Spencer’s extensive experience with software focused companies, including his experience as a board member of a number of these companies (including a former public company) and as a chief executive officer of certain of these companies, his business experience in investing in private companies, as well as experience with sales of private companies qualify him to serve on our board.

Jared Stone has served as Chairman of our board of directors since May 2021.

He is an investor in private and public companies with over 27 years of experience leading investments on behalf of institutional and family investors.

From 2001 to 2015, he was a co-founder, managing director and member of the investment committee of Northgate Capital, a global private equity investment firm, where he and his partners raised and invested approximately $4.5 billion in private equity capital.

Stone co-led an investment in Del Mar Datatrac, a provider of mortgage origination software to the mid-market that was sold to Fiserv (NASDAQ:

FISV) in 2005 and to Ellie Mae in 2011.

Since 2014, he has served on the board of directors of Centage Corporation, a cloud planning,

budgeting and forecasting software company.

Since 2014, he has served on the board of directors of Centage Corporation, a cloud planning, budgeting and forecasting software company.

Prior to graduate school, Mr.

Stone began his career at McKinsey & Company and then worked

at Onex Corporation, Greenwich Street Capital Partners and Bain Capital.

Stone began his career at McKinsey & Company and then worked at Onex Corporation, Greenwich Street Capital Partners and Bain Capital.

He holds a B.A.

in Honors Economics from Brigham Young University,

an MBA from Harvard Business School and a J.D.

in Honors Economics from Brigham Young University, an MBA from Harvard Business School and a J.D.

from Yale Law School.

We believe that Mr.

Stone’s vast experience

with investing in private and public companies, including a mortgage software company, as well as his experience as a board member qualify

him to serve on our board.

Sigmund “Sig”

Anderman is a

member of our board of directors and an entrepreneur who has founded, run, invested in and advised many real estate and mortgage services

and financial technology companies over a 50-year career.

Stone’s vast experience with investing in private and public companies, including a mortgage software company, as well as his experience as a board member qualify him to serve on our board.

Sigmund “Sig” Anderman has served as a member of our board of directors since May 2021.

He is an entrepreneur who has founded, run, invested in and advised many real estate and mortgage services and financial technology companies over a 50-year career.

In 1997, he founded Ellie Mae, Inc.

1 unchanged sentence

At Ellie Mae, Mr.

Anderman served as chief executive officer and chairman of the board of directors from 1997 through January 2015 and as executive chairman

of the board of directors from February 2015 until April 2019 when Ellie Mae was acquired by Thoma Bravo, a private equity firm that subsequently

sold Ellie Mae to Intercontinental Exchange, Inc.

Anderman co-founded American Home Shield Corporation, a home warranty

company, in 1973, and served as its general counsel until 1979 and as its chief executive officer from 1979 to 1982.

Anderman founded

CompuFund, Inc., a computerized mortgage banking company, in 1982 and served as its chief executive officer until 1991.

Anderman founded

Inspectech Corporation, a computerized home inspection company, in 1991 and served as its chief executive officer until 1998.

was named one of the “Ten Most Influential People in the Mortgage Industry”

in 2005 by Inman News and received the Distinguished

Career Award from the Executive Roundtable for Mortgage Finance in 2019.

Anderman serves on the boards of several nonprofit institutions,

including Natural Resources Defense Council Action Fund (since 2014), the Anderman Foundation (President since 2012) and the Springboard

Initiative (Chairman and President since 2015).

Anderman served as chief executive officer and chairman of the board of directors from 1997 through January 2015 and as executive chairman of the board of directors from February 2015 until April 2019 when Ellie Mae was acquired by Thoma Bravo, a private equity firm that subsequently sold Ellie Mae to Intercontinental Exchange, Inc.

Anderman co-founded American Home Shield Corporation, a home warranty company, in 1973, and served as its general counsel until 1979 and as its chief executive officer from 1979 to 1982.

Anderman founded CompuFund, Inc., a computerized mortgage banking company, in 1982 and served as its chief executive officer until 1991.

Anderman founded Inspectech Corporation, a computerized home inspection company, in 1991 and served as its chief executive officer until 1998.

Anderman was named one of the “Ten Most Influential People in the Mortgage Industry” in 2005 by Inman News and received the Distinguished Career Award from the Executive Roundtable for Mortgage Finance in 2019.

Anderman serves on the boards of several nonprofit institutions, including Natural Resources Defense Council Action Fund (since 2014), the Anderman Foundation (President since 2012) and the Springboard Initiative (Chairman and President since 2015).

Anderman holds a B.A.

in Education from City College of New York and a J.D.

York University Law School.

from New York University Law School.

We believe that Mr.

Anderman’s broad experience

as an entrepreneur and chief executive officer, his years of experience as the chairman of the board of directors of a public company,

as well as his experience with mergers and acquisitions qualify him to serve on our board.

Matthew Hansen is a member of our board

of directors and is the founder and a former chief executive officer of SimpleNexus, a nCino Company.

SimpleNexus is a homeownership software

company with a digital platform for loan officers, borrowers and real estate agents.

Anderman’s broad experience as an entrepreneur and chief executive officer, his years of experience as the chairman of the board of directors of a public company, as well as his experience with mergers and acquisitions qualify him to serve on our board.

Matthew Hansen has served as a member of our board of directors since January 2022.

Matthew is currently the chief product officer for nCino, Inc.

He is the founder and a former chief executive officer of SimpleNexus, a nCino Company.

SimpleNexus is a homeownership software company with a digital platform for loan officers, borrowers and real estate agents.

SimpleNexus was acquired by nCino, Inc.

1 unchanged sentence

Hansen founded SimpleNexus in 2011 and served as its chief executive officer until May 2021.

over 20 years of software development experience.

Hansen has over 20 years of software development experience.

Prior to founding SimpleNexus, Mr.

Hansen designed and led the implementation of enterprise

software systems for multiple companies.

Hansen designed and led the implementation of enterprise software systems for multiple companies.

From 2009 to 2014, Mr.

Hansen led core development at Simplifile, a company that primarily facilitates

the electronic recording of land-records documents to counties.

Hansen led core development at Simplifile, a company that primarily facilitates the electronic recording of land-records documents to counties.

Prior to Simplifile, Mr.

Hansen was the development team lead at Amirsys,

Hansen was the development team lead at Amirsys, Inc.

from 2005 to 2009.

At Amirsys, Inc., he led a team of software engineers to build STATdx, an imaging diagnostic tool for radiologists.

Hansen also developed a point-of-sale system software for Micron, built software to manage training for unions, and built a point-of-sale

system for motorsports and recreational vehicle dealerships.

Hansen also developed a point-of-sale system software for Micron, built software to manage training for unions, and built a point-of-sale system for motorsports and recreational vehicle dealerships.

We believe that Mr.

Hansen’s decades of experience

in developing enterprise software/SaaS, including FinTech, as well as his years of experience as the founder and chief executive officer

of a mortgage software focused company qualify him to serve on our board.

Jennifer Nuckles is a member of our board

of directors and an Executive Vice President and the Group Business Unit Leader –

Enterprise, Content, and Insights at SoFi Technologies,

SOFI)(“SoFi”), a digital personal finance company, a position she has held since March 2020.

She was Business

Unit Leader –

Marketplace, Enterprise, Partnerships and Content at SoFi from June 2019 to March 2020.

Prior to joining SoFi, she

was the Chief Marketing Officer of several consumer technology companies, including Doctor on Demand (2016 –

2019) and Zynga (NASDAQ:

ZNGA) (2014 –

Nuckles spent almost a decade in leadership positions at The Clorox Company, running well-known household-name

Hansen’s decades of experience in developing enterprise software/SaaS, including FinTech, as well as his years of experience as the founder and chief executive officer of a mortgage software focused company qualify him to serve on our board.

Jennifer Nuckles has served as a member of our board of directors since January 2022.

She currently serves as Chief Executive Officer and member of the board of directors of R-Zero, a biosafety technology company.

Prior to joining R-Zero, Ms.

Nuckles was an Executive Vice President and the Group Business Unit Leader – Enterprise, Content, and Insights at SoFi Technologies, Inc.

SOFI)(“SoFi”), a digital personal finance company, from March 2020 to September 2022, and Business Unit Leader – Marketplace, Enterprise, Partnerships and Content at SoFi from June 2019 to March 2020.

Prior to joining SoFi, she was the Chief Marketing Officer of several consumer technology companies, including Doctor on Demand (2016 – 2019) and Zynga (NASDAQ:

ZNGA) (2014 – 2016).

Nuckles spent almost a decade in leadership positions at The Clorox Company, running well-known household-name brands.

She began her career in consulting covering consumer and media at Arthur Andersen.

Nuckles is a member of the board of directors

of R-Zero, a biosafety technology company.

Nuckles holds an MBA from Harvard Business School and a B.A.

2 unchanged sentences

We believe that Ms.

Nuckles’

years of experience

as a marketing executive in the consumer technology industry, her current experience as a senior executive of a digital personal finance

company, as well as her experience as a board member qualify her to serve on our board.

Cathleen Schreiner Gates is a member of

our board of directors and is currently the chief executive officer of SimpleNexus, a nCino Company.

SimpleNexus is a homeownership software

company with a digital platform for loan officers, borrowers, and real estate agents.

Nuckles’ years of experience as a marketing executive in the consumer technology industry, her current experience as a senior executive of a digital personal finance company, as well as her experience as a board member qualify her to serve on our board.

Cathleen Schreiner Gates has served as a member of our board of directors since May 2021.

She was the chief executive officer of SimpleNexus from May 2021 to July 2022.

SimpleNexus is a homeownership software company with a digital platform for loan officers, borrowers, and real estate agents.

SimpleNexus was acquired by nCino, Inc.

NCNO) in January 2022.

Schreiner Gates has been the chief executive officer of SimpleNexus since May 2021 and was a member of its

board of directors from March 2020 until January 2022.

She served as the President of SimpleNexus from August 2020 until she became the

company’s chief executive officer.

Prior to SimpleNexus, she was the executive vice president of Sales and Marketing at Ellie Mae,

Schreiner Gates was also a member of the board of directors of SimpleNexus from March 2020 until January 2022.

She served as the

President of SimpleNexus from August 2020 until she became the company’s chief executive officer.

Prior to SimpleNexus, she was the executive vice president of Sales and Marketing at Ellie Mae, Inc.

(previously NYSE:

ELLI), now a subsidiary of Intercontinental Exchange, Inc (NYSE:

ICE), from March 2015 to July 2019 and was senior

vice president of Sales and Client Services at Ellie Mae from February 2012 to March 2015.

Schreiner Gates is the chief executive

officer of Trifecta Consulting LLC, a Go-To-Market consulting company she founded in 2019.

She has spent the last 10 years in the mortgage

FinTech sector and has over 30 years of experience in enterprise software/SaaS, spanning multiple industries and ranging from venture-backed,

early-stage companies to larger public companies, all with a high-growth focus.

Schreiner Gates has been a speaker at industry events

and is an active supporter of women-in-leadership organizations.

ICE), from March 2015 to July 2019 and was senior vice president of Sales and Client Services at Ellie Mae from February 2012 to March 2015.

Schreiner Gates is the chief executive officer of Trifecta Consulting LLC, a Go-To-Market consulting company she founded in 2019.

She has spent the last 10 years in the mortgage FinTech sector and has over 30 years of experience in enterprise software/SaaS, spanning multiple industries and ranging from venture-backed, early-stage companies to larger public companies, all with a high-growth focus.

Schreiner Gates has been a speaker at industry events and is an active supporter of women-in-leadership organizations.

She holds a B.A.

1 unchanged sentence

We believe that Ms.

Schreiner Gates’s decades

of experience in enterprise software/SaaS, her experience in various executive officer roles at mortgage software focused company, including

her current role as the chief executive officer of a mortgage software company, as well as her experience as a board member qualify her

to serve on our board.

David Winfield is a member of our board

of directors and is currently an advisor to the Executive Director of the Major League Baseball Players Association, a position he has

held since 2013.

Schreiner Gates’s decades of experience in enterprise software/SaaS, her experience in various executive officer roles at a mortgage software focused company, including her current role as the chief executive officer of a mortgage software company, as well as her experience as a board member qualify her to serve on our board.

David Winfield has served as a member of our board of directors since May 2021.

He is currently an advisor to the Executive Director of the Major League Baseball Players Association, a position he has held since 2013.

He is a former MLB player with broad experiences in professional sports, business, media and philanthropy.

year MLB career following his collegiate baseball career at the University of Minnesota, Minneapolis, Mr.

Winfield won a World Series

Championship, appeared in 12 All-Star Games and was inducted into the National Baseball Hall of Fame in his first year of eligibility.

Subsequent to his baseball career, in 1995, he established Winfield & Winfield, Ltd., a personal services corporation that provides

business development, consulting and advocacy services for corporate, sports, education and government entities, where he has served as

President since its inception.

In his 22 year MLB career following his collegiate baseball career at the University of Minnesota, Minneapolis, Mr.

Winfield won a World Series Championship, appeared in 12 All-Star Games and was inducted into the National Baseball Hall of Fame in his first year of eligibility.

Subsequent to his baseball career, in 1995, he established Winfield & Winfield, Ltd., a personal services corporation that provides business development, consulting and advocacy services for corporate, sports, education and government entities, where he has served as President since its inception.

In addition, Mr.

Winfield created and headed the Winfield Foundation, a foundation which provided health

and education services to youth and communities nationwide from 1975 to 1997.

Winfield created and headed the Winfield Foundation, a foundation which provided health and education services to youth and communities nationwide from 1975 to 1997.

We believe that Mr.

Winfield’s years of business

experience in providing various services to a range of entities, his experience as an officer of a private company, as well as his extensive

experience in an advisory role for a major sports association qualify him to serve on our board.

Winfield’s years of business experience in providing various services to a range of entities, his experience as an officer of a private company, as well as his extensive experience in an advisory role for a major sports association qualify him to serve on our board.

Number and Terms of Office of Officers and Directors

Our board of directors consists of seven members.

Only holders of our founder shares have the right to elect and to remove our directors prior to consummation of our initial business combination,

and holders of our public shares will not have the right to vote on the election or removal of directors during such time.

These provisions

of our amended and restated certificate of incorporation may only be amended if approved by the holders of a majority of the outstanding

shares of our Class B common stock.

Approval of our initial business combination will require the affirmative vote of a majority of our

board directors.

Only holders of our founder shares have the right to elect and to remove our directors prior to consummation of our initial business combination, and holders of our public shares will not have the right to vote on the election or removal of directors during such time.

These provisions of our amended and restated certificate of incorporation may only be amended if approved by the holders of a majority of the outstanding shares of our Class B common stock.

Approval of our initial business combination will require the affirmative vote of a majority of our board directors.

The term of office of our initial directors will expire at our first annual meeting of stockholders.

We may not hold

an annual meeting of stockholders until after we consummate our initial business combination.

Any vacancy on our board of directors, including

a vacancy resulting from an enlargement of our board of directors, may be filled by vote of a majority of our directors then in office.

Our officers are appointed by the board of directors

and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized

to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of

a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and

such other offices as may be determined by the board of directors.

We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled by vote of a majority of our directors then in office.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.

Committees of the Board of Directors

Our board of directors has one standing

Our board of directors has one standing committee:

an audit committee.

Because we are a “controlled company”

under applicable rules of the NYSE, we are not

required to have a compensation committee composed of independent directors, nor do we have a nominating and corporate governance

Our audit committee is composed of a majority of independent directors.

Subject to phase-in rules, the rules of the NYSE

and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent

We are relying on the phase-in rule exemption that allows us to have our audit committee be comprised of only a majority

of independent directors until one year from December 9, 2021, the date of effectiveness of the registration statement for our IPO.

As our audit committee is composed of a majority of independent directors and a majority of its members are “audit committee

financial experts,”

we do not believe that our reliance on this exemption would materially adversely affect the ability of our

audit committee to act independently or to otherwise satisfy its responsibilities.

The audit committee operates under a charter that

has been approved by our board and has the composition and responsibilities described below.

Because we are a “controlled company” under applicable rules of the NYSE, we are not required to have a compensation committee composed of independent directors, nor do we have a nominating and corporate governance committee.

Audit Committee

We have established an audit committee of our board

of directors.

The members of our audit committee are Sigmund Anderman, Jennifer Nuckles and Jared Stone, with Jennifer Nuckles serving

as chair of the audit committee.

Each member of the audit committee is

financially literate.

In addition, our board of directors has determined that each of Sigmund Anderman and Jennifer Nuckles

qualifies as an “audit committee financial expert”

as defined in applicable SEC rules and has accounting or related

financial management expertise.

Our board of directors has also determined that Sigmund Anderman and Jennifer Nuckles are

independent directors under applicable NYSE rules and Rule 10A-3 under the Exchange Act.

We have adopted an audit committee charter, which

details the purpose and principal functions of the audit committee, including:

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements,

(3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal

audit function and independent registered public accounting firm;

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm

and any other independent registered public accounting firm engaged by us;

pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered

public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public

accounting firm has with us in order to evaluate their continued independence;

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent

registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal

quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities,

within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent

registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis

of Financial Condition and Results of Operations”;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated

by the SEC prior to us entering into such transaction;

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory

or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports

that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards

or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

We have established an audit committee of our board of directors.

The members of our audit committee are Sigmund Anderman, Jennifer Nuckles and David Winfield, with Jennifer Nuckles serving as chair of the audit committee.

The audit committee held four meetings during 2022.

Each member of the audit committee is financially literate.

In addition, our board of directors has determined that each of Sigmund Anderman, Jennifer Nuckles and David Winfield qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

Our board of directors has also determined that Sigmund Anderman, Jennifer Nuckles and David Winfield are independent directors under applicable NYSE rules and Rule 10A-3 under the Exchange Act.

We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm;

● the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

● reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm has with us in order to evaluate their continued independence;

● obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

You will be able to review the audit committee charter by accessing our public filings at the SEC’s website at www.sec.gov.

Director Nominations

We do not have a standing nominating committee

though we intend to form a corporate governance and nominating committee as and when required to do so by law or by the rules of the NYSE.

Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or

approving director nominees without the formation of a standing nominating committee.

As there is no standing nominating committee, we

do not have a nominating committee charter in place.

The board of directors will also consider director

candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election

at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate

a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating

nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our

business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

We do not have a standing nominating committee, although we intend to form a corporate governance and nominating committee as and when required to do so by law or by the rules of the NYSE.

Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a

special meeting of stockholders).

Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Code of Ethics

We have adopted

a Code of Ethics applicable to our directors, officers and employees.

Availability of Documents

Our Code of Ethics and our audit committee

charter are available on our website www.southportone.com at the following location:

www.southportone.com/corporate-governance/governance-documents.

We intend to disclose any amendments to, or waivers of, certain

provisions of our Code of Ethics in a Current Report on Form 8-K.

We have adopted a Code of Ethics applicable to our directors, officers and employees.

You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov.

In addition, a copy of our Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination.

Our amended and restated certificate of incorporation contains a waiver of the corporate opportunity doctrine, which provides that we renounce our interest in any corporate opportunity offered to any director or officer unless (i) such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our Company, (ii) such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and (iii) the director or officer is permitted to refer the opportunity to us without violating another legal obligation.

The purpose for the surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to continue to serve as an officer of our Company or on our board of directors.

Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us.

In the absence of the “corporate opportunity” waiver in our charter, certain candidates would not be able to serve as an officer or director.

We believe we substantially benefit from having representatives, who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the “corporate opportunity” waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates.

However, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.

The different timelines of competing business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable acquisition target for our business combination.

Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest, which could negatively impact the timing for a business combination.

In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination.

As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved.

Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis.

Investors should be aware of the following potential conflicts of interest:

● None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

● In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our Company as well as the other entities with which they are affiliated.

Our management has pre-existing fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

● Our sponsor, directors and officers have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination.

Additionally, our sponsor, directors and officers have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination by June 14, 2023, or during an Extension Period.

If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the Trust Account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless.

With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our Initial Stockholders until one year after the completion of our initial business combination.

With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination.

Since our sponsor, directors and officers may directly or indirectly own founder shares and private placement warrants, our sponsor, directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination by June 14, 2023, or during an Extension Period.

● Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our Company.

● Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination.

Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

The conflicts described above may not be resolved in our favor.

Under Delaware law, officers and directors owe the following fiduciary duties:

● duty to act in good faith, with the care of a prudent person, and in the best interest of the corporation as a whole;

● duty to refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits;

● duty to make decisions on an informed basis, in good faith and in the honest belief that the action was taken in the best interest of the corporation and that these decisions will be protected by the “business judgment rule.”

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

● the corporation could financially undertake the opportunity;

● the opportunity is within the corporation’s line of business;

● it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or

directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, and none of our directors or officers will be required to offer any such corporate opportunity of which he or she may become aware to us.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.

In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that such an initial business combination is fair to our Company from a financial point of view.

In the event that we submit our initial business combination to our public stockholders for a vote, our sponsor, directors and officers have agreed to vote any founder shares held by them and any public shares purchased during or after the offering in favor of our initial business combination.

Executive Compensation.

Executive Officer and Director Compensation

None of our officers or directors have received

any compensation for services rendered to us.

Commencing on December 10, 2021, the date that our units were first listed on the NYSE,

through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor a total of $15,000

per month for office space, utilities, and secretarial and administrative services.

In addition, our sponsor, officers, directors and

their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such

as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review

on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their respective affiliates.

After the completion of our initial business combination,

officers and directors who remain with us may be paid consulting, management or other compensation from the post-transaction company.

All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation

materials furnished to our stockholders in connection with a proposed business combination.

It is unlikely that the amount of such compensation

will be known at the time, because the directors of the post-transaction company will be responsible for determining executive officer

and director compensation.

Any compensation to be paid to our officers after the completion of our initial business combination will be

determined by a compensation committee constituted solely by independent directors or by a majority of independent directors of the post-transaction

We are not party to any agreements with our officers

and directors that provide for benefits upon termination of employment.

The existence or terms of any such employment or consulting arrangements

may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability

of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision

to proceed with any potential business combination.

None of our officers or directors have received any compensation for services rendered to us.

Commencing on December 10, 2021, the date that our units were first listed on the NYSE, through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor a total of $15,000 per month for office space, utilities, and secretarial and administrative services.

In addition, our sponsor, officers, directors and their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their respective affiliates.

After the completion of our initial business combination, officers and directors who remain with us may be paid consulting, management or other compensation from the post-transaction company.

All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination.

It is unlikely that the amount of such compensation will be known at the time, because the directors of the post-transaction company will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors or by a majority of independent directors of the post-transaction company.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.

Compensation Committee Interlocks and Insider Participation

In the past year, Jeb Spencer, who serves, and

in the past year served, as our Chief Executive Officer, served as a member of the board of directors of SimpleNexus, a company in which

Cathleen Shreiner Gates, one of the members of our board of directors, currently serves, and in the past year served as chief executive

officer, and in which Matthew Hansen another member of our board of directors served as chief executive officer in the past year.

Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters.

The following table sets forth information regarding

the beneficial ownership of our common stock as of March 22, 2022, based on information obtained from the persons named below, with respect

to the beneficial ownership of shares of our common stock, by:

In the past year, Jeb Spencer, who serves, and in the past year served, as our Chief Executive Officer, served as a member of the board of directors of SimpleNexus, a company in which Cathleen Schreiner Gates, one of the members of our board of directors, currently serves, and in the past year served as chief executive officer, and in which Matthew Hansen, another member of our board of directors, served as chief executive officer in the past year.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our common stock as of March 31, 2023, based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock, by:

● each person known by us to be the beneficial owner of more than 5% of the outstanding shares of any class of our common stock;

1 unchanged sentence

● all our executive officers and directors as a group.

Unless otherwise indicated, we believe that all

persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable

within 60 days of the date of this report.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this report.

Class A common stock

1 unchanged sentence

Name of Beneficial Owners (3)

Percentage of

5% or Greater Beneficial Owners:

Southport Acquisition Sponsor LLC (4)

Weiss Asset Management LP and affiliated entities and persons (5)

Apollo Management Holdings GP, LLC and affiliated entities and persons (6)

Saba Capital Management, L.P.

and affiliated entities and persons (5)

Directors and Executive Officers:

7 unchanged sentences

All officers and directors as a group (seven individuals)

* This individual does not beneficially own any shares of common

stock or private placement warrants.

However, this individual has a pecuniary interest in shares of Class B common stock and private

placement warrants through his or her ownership of membership interests of our sponsor.

(1) Based on 23,000,000 shares of Class A common stock outstanding as of March 22, 2022, including including those shares of Class A common

stock comprising a portion of a unit.

This individual does not beneficially own any shares of common stock or private placement warrants.

However, this individual has a pecuniary interest in shares of Class B common stock and private placement warrants through his or her ownership of membership interests of our sponsor.

(1) Based on 23,000,000 shares of Class A common stock outstanding as of March 31, 2023, including those shares of Class A common stock comprising a portion of a unit.

(2) Based on 5,750,000 shares of Class B common stock outstanding as of March 31, 2023.

(3) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Southport Acquisition Corporation,

1745 Grand Avenue, Del Mar, California 92014.

(3) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Southport Acquisition Corporation, 1745 Grand Avenue, Del Mar, California 92014.

(4) Interests shown consist solely of shares of Class B common stock, which are referred to herein as founder shares.

Such shares will

automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of

the holders thereof, on a one-for-one basis, subject to adjustment.

Southport Acquisition Sponsor LLC, a Delaware limited liability company,

is our sponsor and is controlled by Jeb Spencer, our Chief Executive Officer, and Jared Stone, the Chairman of our board.

(5) Based on information contained in a Schedule 13G filed on February 4, 2022, as of February 4, 2022, each of Weiss Asset Management

LP (“Weiss Asset Management”), WAM GP LLC (“WAM GP”), and Andrew M.

had shared voting and dispositive

power over 1,250,000 shares of Class A common stock.

Weiss Asset Management is the sole investment manager to a private investment partnership

(the “Partnership”), and a private investment fund (the “Fund”).

WAM GP is the sole general partner of Weiss Asset

is the managing member of WAM GP.

The 1,250,000 shares include shares beneficially owned by the Partnership

and the Fund.

Each of Weiss Asset Management, WAM GP and Andrew Weiss disclaims beneficial ownership of such shares, other than to the

extent of any pecuniary interest they may have therein, directly or indirectly.

The business and/or mailing address of each of Weiss Asset

Management, WAM GP and Andrew Weiss is 222 Berkeley St., 16th floor, Boston, Massachusetts 02116.

(6) Based on information contained in a Schedule 13G filed on January 11, 2022, as of January 11, 2022, each of (i) Apollo Management

Holdings GP, LLC (“Management Holdings GP”), (ii) Apollo Management Holdings, L.P.

(“Management Holdings”), (iii)

Apollo Capital Management GP, LLC (“Capital Management GP”) and Apollo Capital Management, L.P.

(“Capital Management”)

had shared voting and dispositive power over 1,250,000 shares of Class A common stock.

The 1,250,000 shares of Class A common stock are

not directly held by any of Management Holdings GP, Management Holdings, Capital Management GP or Capital Management.

Capital Management

is the sole member of certain entities that indirectly exercise voting and dispositive power over 566,176 shares of Class A common stock,

is the sole member and manager of another entity that indirectly exercises voting and dispositive power over 559,266 shares of Class A

common stock, and provides investment management services for a fund that holds the remaining of the 1,250,000 shares of Class A common

Capital Management GP serves as the general partner of Capital Management.

Management Holdings serves as the sole member and manager

of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings.

Each of Capital Management,

Capital Management GP, Management Holdings and Management Holdings GP, and Messrs.

Scott Kleinman, James Zelter and Marc Rowan, the managers,

as well as executive officers, of Management Holdings GP, disclaims beneficial ownership of all such shares of common stock.

and/or mailing address of each of Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W.

Street, 43rd Floor, New York, New York 10019.

Such shares will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustment.

Southport Acquisition Sponsor LLC, a Delaware limited liability company, is our sponsor and is controlled by Jeb Spencer, our Chief Executive Officer, and Jared Stone, the Chairman of our board.

(5) Based on information contained in a Schedule 13G filed on February 14, 2023, each of Saba Capital Management, L.P.

(“Saba Capital”), Saba Capital Management GP, LLC (“Saba GP”) and Boaz R.

Weinstein had shared voting and dispositive power over 1,362,913 shares of Class A common stock.

The business address of each of Saba Capital, Saba GP and Boaz R.

Weinstein is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

(6) These shares consist solely of shares of Class B common stock held in the name of our sponsor.

Our sponsor is controlled by Jeb Spencer,

our Chief Executive Officer, and Jared Stone, the Chairman of our board, who serve as the only members of our sponsor’s board of

As of March 22, 2022, our sponsor holds all of

our founder shares.

Holders of our founder shares have the right to elect and to remove all of our directors prior to the consummation

of our initial business combination.

Holders of our public shares do not have the right to elect any directors to our board of directors

prior to our initial business combination.

In addition, because our sponsor holds all of our founder shares, our sponsor may be able to

effectively influence the outcome of all matters requiring approval by our stockholders, including amendments to our amended and restated

certificate of incorporation and approval of significant corporate transactions.

Our sponsor purchased an aggregate of

11,700,000 private placement warrants in the Private Placement.

Each private placement warrant entitles the holder thereof to

purchase one share of our Class A common stock at $11.50 per share, subject to adjustment.

If we do not complete our initial

business combination by June 14, 2023, or during any Extension Period, the funds in the Trust Account, which includes a portion of

the proceeds from the Private Placement, will be used to fund the redemption of our public shares, and the private placement

warrants will expire worthless.

The private placement warrants are subject to the transfer restrictions and are entitled to

registrations rights, in each case, described below.

The private placement warrants will not be redeemable by us except in certain

redemption scenarios and will be exercisable on a cashless basis so long as they are held by our management team or our sponsor or

their permitted transferees.

If the private placement warrants are held by holders other than our management team or our sponsor or

their permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by

the holders on the same basis as the warrants included in the units sold in our IPO.

Otherwise, the private placement warrants have

terms and provisions that are identical to those of the warrants sold in our IPO.

Our sponsor, officers and directors are deemed

to be our “promoter”

as such term is defined under the federal securities laws.

Please see “Certain Relationships and

Related Transactions, and Director Independence”

for additional information regarding our relationships with our promoters.

Our sponsor is controlled by Jeb Spencer, our Chief Executive Officer, and Jared Stone, the Chairman of our board, who serve as the only members of our sponsor’s board of managers.

As of March 31, 2023, our sponsor holds all of our founder shares.

Holders of our founder shares have the right to elect and to remove all of our directors prior to the consummation of our initial business combination.

Holders of our public shares do not have the right to elect any directors to our board of directors prior to our initial business combination.

In addition, because our sponsor holds all of our founder shares, our sponsor may be able to effectively influence the outcome of all matters requiring approval by our stockholders, including amendments to our amended and restated certificate of incorporation and approval of significant corporate transactions.

Our sponsor purchased an aggregate of 11,700,000 private placement warrants in the Private Placement.

Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment.

If we do not complete our initial business combination by June 14, 2023, or during any Extension Period, the funds in the Trust Account, which includes a portion of the proceeds from the Private Placement, will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless.

The private placement warrants are subject to the transfer restrictions and are entitled to registration rights, in each case, described below.

The private placement warrants will not be redeemable by us except in certain redemption scenarios and will be exercisable on a cashless basis so long as they are held by our management team or our sponsor or their permitted transferees.

If the private placement warrants are held by holders other than our management team or our sponsor or their permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in our IPO.

Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants sold in our IPO.

Our sponsor, officers and directors are deemed to be our “promoter” as such term is defined under the federal securities laws.

Please see “Certain Relationships and Related Transactions, and Director Independence” for additional information regarding our relationships with our promoters.

Transfers of Founder Shares and Private Placement Warrants

The founder shares, private placement warrants

and any warrants issued upon conversion of working capital loans and any shares of Class A common stock issued upon conversion or exercise

thereof are each subject to transfer restrictions pursuant to lock-up provisions in letter agreements between us and our sponsor, officers

and directors.

Those lock-up provisions provide that such securities are not transferable or salable (1) in the case of the founder shares,

until the earlier of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business

combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock

dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least

150 days after our initial business combination, or (y) the date following the completion of our initial business combination on which

we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our stockholders

having the right to exchange their shares of common stock for cash, securities or other property, and (2) in the case of the private placement

warrants, any warrants issued upon conversion of working capital loans and the respective Class A common stock underlying such warrants,

until 30 days after the completion of our initial business combination, except in each case (a) to our officers or directors, any affiliates

or family members of any of our officers or directors, our sponsor or any members of our sponsor, or any of its affiliates;

case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member

of the individual’s immediate family or an affiliate of such person, or to a charitable organization;

by virtue of laws of descent and distribution upon death of the individual;

(d) in the case of an individual, pursuant to a qualified

domestic relations order;

(e) transfers by private sales or transfers made in connection with consummation of our initial business combination

at prices no greater than the price at which the securities were originally purchased;

(f) in the event of our liquidation prior to our

completion of our initial business combination;

(g) by virtue of the laws of Delaware or our sponsor’s limited liability company

agreement, as amended, upon dissolution of our sponsor;

or (h) in the event of our completion of a liquidation, merger, stock exchange,

reorganization or other similar transaction which results in all of our stockholders having the right to exchange their shares of common

stock for cash, securities or other property subsequent to our completion of our initial business combination;

or (i) to a nominee or

custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above, provided,

however, that in the case of clauses (a) through (e) and (i), these permitted transferees must enter into a written agreement agreeing

to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.

The founder shares, private placement warrants and any warrants issued upon conversion of working capital loans and any shares of Class A common stock issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in letter agreements between us and our sponsor, officers and directors.

Those lock-up provisions provide that such securities are not transferable or salable (1) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (2) in the case of the private placement warrants, any warrants issued upon conversion of working capital loans and the respective Class A common stock underlying such warrants, until 30 days after the completion of our initial business combination, except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors, our sponsor or any members of our sponsor, or any of its affiliates;

(b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

(e) transfers by private sales or transfers made in connection with consummation of our initial business combination at prices no greater than the price at which the securities were originally purchased;

(f) in the event of our liquidation prior to our completion of our initial business combination;

(g) by virtue of the laws of Delaware or our sponsor’s limited liability company agreement, as amended, upon dissolution of our sponsor;

or (h) in the event of our completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our completion of our initial business combination;

or (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above, provided, however, that in the case of clauses (a) through (e) and (i), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.

Registration Rights

The holders of the founder shares, private placement

warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable upon the exercise

of the private placement warrants or warrants issued upon conversion of the working capital loans and upon conversion of the founder shares)

are entitled to registration rights pursuant to a registration rights agreement requiring us to register such securities for resale (in

the case of the founder shares, only after conversion to shares of Class A common stock).

The holders of these securities are entitled

to make up to three demands, excluding short form registration demands, that we register such securities.

In addition, the holders have

certain “piggy-back”

registration rights with respect to registration statements filed subsequent to our completion of our

initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities

However, the registration rights agreement provides that we are not required to effect or permit any registration or cause any registration

statement to become effective until termination of the applicable lock-up period as described above under “—Transfer of Founder

Shares and Private Placement Warrants.”

We will bear the expenses incurred in connection with the filing of any such registration

The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable upon the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement requiring us to register such securities for resale (in the case of the founder shares, only after conversion to shares of Class A common stock).

The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that we are not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period as described above under “—Transfers of Founder Shares and Private Placement Warrants.” We will bear the expenses incurred in connection with the filing of any such registration statements.

Certain Relationships and Related Transactions, and Director Independence.

On May 27, 2021 our sponsor purchased an aggregate

of 7,187,500 founder shares for an aggregate purchase price of $25,000.

On November 24, 2021, our sponsor surrendered 1,437,500 founder

shares for no consideration, thereby reducing the aggregate number of founder shares outstanding to 5,750,000, resulting in an effective

purchase price paid for the founder shares of approximately $0.004 per share, and reducing the aggregate number of founder shares owned

by our sponsor to 5,750,000.

Our sponsor has purchased an aggregate of 11,700,000

private placement warrants for a purchase price of $1.00 per warrant in the Private Placement.

As such, our sponsor’s at-risk capital

in this transaction is valued at $11,700,000.

Each private placement warrant entitles the holder thereof to purchase one share of Class

A common stock at a price of $11.50 per share, subject to adjustment as provided herein.

The private placement warrants (including the

Class A common stock issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred,

assigned or sold by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination.

If any of our officers or directors becomes aware

of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual duties

or obligations to present the opportunity to such entity, he or she will honor these duties or obligations to present such business combination

opportunity to such entity prior to presenting such opportunity to us.

Our officers and directors currently have other relevant fiduciary

or contractual duties or obligations that may take priority over their duties or obligations to us, and even when they do not have such

fiduciary or contractual duties or obligations, may choose to present business combination opportunities to other entities before presenting

them to us if they are not prohibited by our amended and restated certificate of incorporation from doing so.

Our sponsor, officers and directors or any of their

respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying

potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly

basis all payments that were made by us to our sponsor, officers, directors or our or any of their respective affiliates and will determine

which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses

incurred by such persons in connection with activities on our behalf.

We have entered into a letter agreement with our

sponsor pursuant to which we are required to pay our sponsor a total of $15,000 per month for office space, utilities, and secretarial

and administrative services, commencing on December 10, 2021, the date that our securities were first listed on the NYSE.

Upon the earlier

of consummation of our initial business combination and our liquidation, we will cease paying these monthly fees.

Accordingly, assuming

the consummation of our initial business combination takes until June 14, 2023, our sponsor will be paid a total of $360,000 for these

On May 27, 2021, our sponsor purchased an aggregate of 7,187,500 founder shares for an aggregate purchase price of $25,000.

On November 24, 2021, our sponsor surrendered 1,437,500 founder shares for no consideration, thereby reducing the aggregate number of founder shares outstanding to 5,750,000, resulting in an effective purchase price paid for the founder shares of approximately $0.004 per share, and reducing the aggregate number of founder shares owned by our sponsor to 5,750,000.

Our sponsor has purchased an aggregate of 11,700,000 private placement warrants for a purchase price of $1.00 per warrant in the Private Placement.

As such, our sponsor’s at-risk capital in this transaction is valued at $11,700,000.

Each private placement warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein.

The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination.

If any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual duties or obligations to present the opportunity to such entity, he or she will honor these duties or obligations to present such business combination opportunity to such entity prior to presenting such opportunity to us.

Our officers and directors currently have other relevant fiduciary or contractual duties or obligations that may take priority over their duties or obligations to us, and even when they do not have such fiduciary or contractual duties or obligations, may choose to present business combination opportunities to other entities before presenting them to us if they are not prohibited by our amended and restated certificate of incorporation from doing so.

Our sponsor, officers and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

We have entered into a letter agreement with our sponsor pursuant to which we are required to pay our sponsor a total of $15,000 per month for office space, utilities, and secretarial and administrative services, commencing on December 10, 2021, the date that our securities were first listed on the NYSE.

Upon the earlier of consummation of our initial business combination and our liquidation, we will cease paying these monthly fees.

Accordingly, assuming the consummation of our initial business combination takes until June 14, 2023, our sponsor will be paid a total of $360,000 for these services.

Our sponsor loaned us $350,000 under an unsecured promissory note to be used for a portion of the expenses of our IPO.

These loans were

non-interest bearing, unsecured and were due at the earlier of May 31, 2022 and the closing of the IPO.

These loans were repaid upon completion

of the IPO out of the $2,500,000 of offering proceeds that was allocated for the payment of offering expenses (other than underwriting

fees) and amounts not to be held in the Trust Account.

In order to fund working capital deficiencies or

finance transaction costs in connection with an intended initial business combination, our management team and our sponsor and any of

their respective affiliates may, but none of them is obligated to, loan us funds as may be required.

If we complete our initial business

combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us.

In the event that our initial

business combination is not completed by June 14, 2023 or during any Extension Period, we may use a portion of the working capital held

outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

$1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

The warrants would

be identical to the private placement warrants.

The terms of such loans, if any, have not been determined and no written agreements exist

with respect to such loans.

Prior to our initial business combination, we do not expect to seek loans from parties other than our management

team or our sponsor or any of their respective affiliates, if any, as we do not believe third parties will be willing to loan such funds

and provide a waiver against any and all rights to seek access to funds in the Trust Account.

After our initial business combination, members

of our management team who remain with us, if any, may be paid consulting, management or other fees from the post-transaction company

with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation

materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation will be known at the time of distribution

of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable,

as it will be up to the directors of the post-transaction company to determine executive officer and director compensation.

We have entered into a registration rights

agreement with respect to the founder shares, private placement warrants and warrants issued upon conversion of working capital

loans (if any) and shares of our Class A common stock issuable for conversion or exercise thereof, which is described under the

heading “Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters —

Registration Rights.”

Refer to Note 5 of our financial statements for

more information regarding our related party transactions.

These loans were non-interest bearing, unsecured and were due at the earlier of May 31, 2022 and the closing of the IPO.

These loans were repaid upon completion of the IPO out of the $2,500,000 of offering proceeds that was allocated for the payment of offering expenses (other than underwriting fees) and amounts not to be held in the Trust Account.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our management team and our sponsor and any of their respective affiliates may, but none of them is obligated to, loan us funds as may be required.

If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us.

In the event that our initial business combination is not completed by June 14, 2023 or during any Extension Period, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

The warrants would be identical to the private placement warrants.

The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

Prior to our initial business combination, we do not expect to seek loans from parties other than our management team or our sponsor or any of their respective affiliates, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account.

After our initial business combination, members of our management team who remain with us, if any, may be paid consulting, management or other fees from the post-transaction company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-transaction company to determine executive officer and director compensation.

We have entered into a registration rights agreement with respect to the founder shares, private placement warrants and warrants issued upon conversion of working capital loans (if any) and shares of our Class A common stock issuable for conversion or exercise thereof, which is described under the heading “Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters — Registration Rights.”

Refer to Note 5 of our financial statements for more information regarding our related party transactions.

Related Party Policy

We have not yet adopted a formal policy for the

review, approval or ratification of related party transactions.

Accordingly, the transactions discussed above were not reviewed, approved

or ratified in accordance with any such policy.

We have adopted a Code of Ethics requiring us to

avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the

appropriate committee of our board) or as disclosed in our public filings with the SEC.

Under our Code of Ethics, conflict of interest

situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness)

involving our company.

In addition, our audit committee, pursuant to its

written charter, will be responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required

in order to approve a related party transaction.

We have not yet adopted a formal policy for the review, approval or ratification of related party transactions.

Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

We have adopted a Code of Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC.

Under our Code of Ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving our Company.

In addition, our audit committee, pursuant to its written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction.

A majority of the members of the entire audit committee will constitute a quorum.

a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or

any of their respective affiliates.

These procedures are intended to determine whether

any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,

officer or employee.

To further minimize conflicts of interest, we have

agreed not to consummate an initial business combination with an entity that is affiliated with our sponsor, directors or officers unless

we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member of

FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view.

will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by

us to our sponsor, officers or directors or our or any of their respective affiliates, for services rendered to us prior to or in connection

with the completion of our initial business combination (regardless of the type of transaction that it is).

However, the following payments

may be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination

will be made from funds held outside the Trust Account:

Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or any of their respective affiliates.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, officer or employee.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with our sponsor, directors or officers unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our Company from a financial point of view.

There will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors or our or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination (regardless of the type of transaction that it is).

However, the following payments may be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the Trust Account:

● payment to our sponsor of a total of $15,000 per month for office space, utilities, and secretarial and administrative services;

● reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

repayment of loans which may be made by our sponsor, officers or directors or their respective affiliates to fund working capital

deficiencies or finance transaction costs in connection with an intended initial business combination, the terms of which have not been

determined nor have any written agreements been executed with respect thereto.

Up to $1,500,000 of such loans may be convertible into

warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender.

These payments may be funded using, if any, the

net proceeds from our IPO and the Private Placement not held in the Trust Account or, upon completion of the initial business combination,

from any amounts remaining from the proceeds of the Trust Account, if any, released to us in connection therewith.

● repayment of loans which may be made by our sponsor, officers or directors or their respective affiliates to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender.

These payments may be funded using, if any, the net proceeds from our IPO and the Private Placement not held in the Trust Account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the Trust Account, if any, released to us in connection therewith.

Director Independence

We are a “controlled company”

within the meaning of the rules of the NYSE prior to the consummation of our initial business combination.

As a controlled company,

we will not be required to comply with the rules of the NYSE that require that a majority of our board of directors be independent.

An “independent director”

is defined generally as a person that, in the opinion of the company’s board of

directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an

organization that has a relationship with the company).

Our board has determined that each of Sigmund Anderman, Jennifer Nuckles and

David Winfield is an independent director under applicable NYSE rules, and that each of Sigmund Anderman, Matthew Hansen, Jennifer

Nuckles, Cathleen Schreiner Gates and David Winfield is an independent director under Rule 10A-3 under the Exchange Act.

independent directors will have regularly scheduled meetings at which only independent directors are present.

We are a “controlled company” within the meaning of the rules of the NYSE prior to the consummation of our initial business combination.

As a controlled company, we will not be required to comply with the rules of the NYSE that require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person that, in the opinion of the Company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company).

Our board has determined that each of Sigmund Anderman, Jennifer Nuckles and David Winfield is an independent director under applicable NYSE rules, and that each of Sigmund Anderman, Matthew Hansen, Jennifer Nuckles, Cathleen Schreiner Gates and David Winfield is an independent director under Rule 10A-3 under the Exchange Act.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Principal Accountant Fees and Services.

The following is a summary of fees paid or to be

paid to BDO USA LLP, for services rendered in 2021:

The following is a summary of fees paid or to be paid to BDO USA LLP, for services rendered in 2022:

Audit-Related Fees

1 unchanged sentence

Pre-Approval Policy

Our audit committee was formed upon the effective

date for the registration statement for our IPO.

Our audit committee was formed upon the effective date for the registration statement for our IPO.

As a result, the audit committee did not pre-approve all of the foregoing services.

the formation of our audit committee, and on a going-forward basis, the audit committee will pre-approve all auditing services and permitted

non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions

for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Since the formation of our audit committee, and on a going-forward basis, the audit committee will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibit and Financial Statement Schedules.

2 unchanged sentences

(2) Financial Statements Schedules

All financial statement schedules are omitted because

they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements

and notes thereto in is Item 15 of Part IV below.

We hereby file as part of this report the exhibits

listed in the attached Exhibit Index.

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto in Item 15 of Part IV below.

We hereby file as part of this report the exhibits listed in the attached Exhibit Index.

Copies of such material can be obtained on the SEC website at www.sec.gov.

20 unchanged sentences

Certification of the Chief Executive Officer (and Principal Financial Officer) required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Calculation Linkbase

XBRL Taxonomy Label Linkbase

XBRL Definition Linkbase Document

Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101)

Filed herewith

1 unchanged sentence

Filed as an exhibit to the Registration Statement on Form S-1 filed with the SEC on November 24, 2021 (File No.

(2) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2021 (File No.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2021 (File No.

Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022 (File No.

SOUTHPORT ACQUISITION CORP.

4 unchanged sentences

Financial Statements:

Balance Sheet as of December 31, 2021

Statement of Operations for the period from April 13, 2021 (inception) through December 30, 2021

Statement of Changes in Common Stock Subject to Possible Redemption and

Stockholders’

Deficit for the period from April 13, 2021 (inception) through December 30, 2021

Statement of Cash Flows for the period from April 13, 2021 (inception) through December 30, 2021

Balance Sheets as of December 31, 2022 and 2021

Statements of Operations for the year ended December 31, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021

Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders’ Deficit for the year ended December 31, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021

Statements of Cash Flows for the year ended December 31, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Stockholders and Board of Directors

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Southport Acquisition Corporation

Del Mar, California

Opinion on the

Financial Statement

We have audited the accompanying balance sheet

of Southport Acquisition Corporation (the “Company”) as of December 31, 2021, the related statement of operations, changes

in common stock subject to possible redemption and stockholders’

deficit, and cash flows for the period from April 13,

2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2021, and the results of its operations and its cash flows for the period from April 13, 2021 (inception) through December 31, 2021 ,

in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, as of December

31, 2021, the Company does not have sufficient cash and working capital to sustain its operations which raise substantial doubt about

the Company’s ability to continue as a going concern.

Management’s plans regarding this matter are also described in Note

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Southport Acquisition Corporation (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in common stock subject to possible redemption and stockholders’ deficit, and cash flows for the year ended December 31, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and cash flows for the year ended December 31, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company does not have sufficient cash and working capital to sustain its operations and the Company’s ability to execute its business plan is dependent upon its successful completion of the proposed business combination described in Note 1 to the financial statements.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

The financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an

understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the

Company’s internal control over financial reporting.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ BDO USA, LLP

We have served as the Company’s auditor since 2021.

New York, New York

March 31, 2022

SOUTHPORT ACQUISITION CORPORATION

BALANCE SHEET

BALANCE SHEETS

December 31, 2022

December 31, 2021

Current assets:

Prepaid expenses – current

Due from related party

Total Current Assets

Non-current assets:

Cash and marketable securities held in Trust Account

$ 236,634,814

LIABILITIES, Common Stock

Subject to Possible Redemption and STOCKHOLDERS’

Total Non-current Assets

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT

Current liabilities:

2 unchanged sentences

Accrued offering costs

Due to related party

Total Current Liabilities

1 unchanged sentence

Warrant Liability

Deferred underwriting fee payable

Deferred underwriter fee payable

Total Non-current Liabilities

3 unchanged sentences

200,000,000 shares authorized;

23,000,000 shares issued and outstanding subject to possible redemption

Stockholders’

23,000,000 shares issued and outstanding subject to possible redemption at redemption value

Stockholders’ Deficit

Preferred stock, $ 0.0001 par value;

10 unchanged sentences

( 1,457,152 )

Total Stockholders’

( 24,256,277 )

LIABILITIES, Common Stock Subject to Possible Redemption and STOCKHOLDERS’

Total Stockholders’ Deficit

( 1,456,577 )

The accompanying notes are an integral part

of the financial statements.

( 24,255,702 )

TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of the financial statements.

SOUTHPORT ACQUISITION CORPORATION

STATEMENT OF OPERATIONS

STATEMENTS OF OPERATIONS

For the Period

From April 13,

2021 (Inception)

December 31, 2021

April 13, 2021

Operating costs:

Transaction costs allocated to warrant issuance

Administrative expenses

Legal and accounting expenses

Insurance expense

Franchise tax expense

Formation and operating expenses

Total Operating expenses

Other operating costs

Loss from operations

( 1,577,543 )

Other income:

Unrealized gain on marketable securities held in Trust Account

Change in fair value of warrant liability

Weighted average shares outstanding of redeemable Class A common stock

Basic and diluted net income per share, redeemable Class A common stock

Weighted average shares outstanding of non-redeemable Class B common stock

Basic and diluted net loss per share, non-redeemable Class B common stock

The accompanying notes are an integral part

of the financial statements.

Dividend income on marketable securities held in Trust Account

Income before provision for income taxes

Provision for income taxes

Basic and diluted weighted average shares outstanding, Class A common stock

Basic and diluted net income per share, Class A common stock

Basic and diluted weighted average shares outstanding, Class B common stock

Basic and diluted net income (loss) per share, Class B common stock

The accompanying notes are an integral part of the financial statements.

SOUTHPORT ACQUISITION CORPORATION

STATEMENT OF CHANGES IN

COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’

STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT

For the Year Ended December 31, 2022

Common Stock Subject to

Possible Redemption

Stockholders’

Balance – January 1, 2022

( 24,256,277 )

( 24,255,702 )

Remeasurement of Class A common stock to redemption value

( 3,383,823 )

Gain on waiver of deferred underwriter commissions by underwriter

Balance – December 31, 2022

( 1,457,152 )

( 1,456,577 )

For the period from April 13, 2021 (inception) through December 31, 2021

Class A Common Stock

Subject to Possible

B common stock

Stockholders’

Balance –

April 13, 2021 (inception)

Class B Common Stock

Stockholders’

Balance – April 13, 2021 (inception)

Issuance of Class B common stock to Sponsor

Issuance of Class A common stock

Deemed capital contribution from issuance of private placement

Deemed capital contribution from issuance of private placement warrants

Accretion of Class A common stock to redemption value

1 unchanged sentence

( 26,581,279 )

Remeasurement of Class A common stock to redemption value

Balance –

December 31, 2021

( 27,985,704 )

Remeasurement of Class A common stock to redemption value

Balance – December 31, 2021

( 24,256,277 )

( 24,255,702 )

The accompanying notes are an integral part

of the financial statements.

The accompanying notes are an integral part of the financial statements.

SOUTHPORT ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

For the period from

STATEMENTS OF CASH FLOWS

For the Period

April 13, 2021

(Inception) through

Cash Flows Used in Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Unrealized gain on marketable securities held in Trust Account

Change in fair value of warrant liabilities

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Accrued dividend on marketable securities held in Trust Account

Change in fair value of warrant liability

( 16,688,950 )

( 3,164,000 )

Allocation of deferred offering cost for warrant liability

2 unchanged sentences

Accrued offering costs

Net cash used in operating activities

Prepaid expenses

Net cash provided by operating activities

Cash Flows from Investing Activities:

Purchase of marketable securities held in Trust Account

( 237,780,570 )

Sale of marketable securities held in Trust Account

Investment of cash in Trust Account

2 unchanged sentences

( 2,624,298 )

( 234,600,000 )

Cash Flows from Financing Activities:

Proceeds from sale of Class B common stock to Sponsor

Proceeds from issuance of Class B ordinary shares to the Sponsor

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from the sale of Private Placement Warrants

Proceeds from promissory note –

related party

Repayment of promissory note –

related party

Proceeds from sale of Private Placement Warrants

Proceeds from promissory note – related party

Repayment of promissory note – related party

Due from related party

Payments made by related party on behalf of the Company

Receipt of amounts due from related party

Deferred offering costs

( 1,285,218 )

Net cash provided by financing activities

Net Change in Cash

Beginning of period

End of period

Supplemental Non-Cash Investing and Financing Activities:

Initial measurement of Class A common stock subject to possible redemption

( 1,899,685 )

Accretion of Class A common stock subject to possible redemption

Initial fair value of warrant liability

Deferred underwriter fee payable

The accompanying notes are an integral part

of the financial statements.

SOUTHPORT ACQUISTION CORPORATION

Cash – Beginning

Cash – Ending

Supplemental disclosure of non-cash financing activities:

Initial classification of Class A common stock subject to possible redemption

Remeasurement of Class A common stock subject to possible redemption

Initial measurement of public warrants and private placement warrants

Gain on waiver of deferred underwriting fee

Deferred underwriting fee payable

The accompanying notes are an integral part of the financial statements.

SOUTHPORT ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

of Organization and Business Operations

Description of Organization and Business Operations

Southport Acquisition Corporation.

(the “Company”) is a blank check company formed in Delaware on April 13, 2021.

The Company was formed for the purpose of effectuating

a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or

more businesses (the “Business Combination”).

The Company is an early stage and emerging growth company and, as such, the

Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2021, the

Company had not yet commenced any operations.

All activity for the period April 13, 2021 (inception) through December 31, 2021 relates

to the Company’s formation, initial public offering (the “IPO”), and pursuit of a target company to effect a business

The Company has selected December 31 as its fiscal year end.

The registration statement

for the Company’s IPO was declared effective on December 9, 2021.

On December 14, 2021, the Company consummated the IPO, which involved

the Company’s sale of 23,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $230,000,000,

which is discussed in Note 3.

The 23,000,000 Units sold by the Company include 3,000,000 Units purchased by the underwriter for the

IPO pursuant to the full exercise of its option to purchase up to 3,000,000 additional Units to cover over-allotments.

Simultaneously

with the closing of the IPO, the Company consummated the private sale of an aggregate of 11,700,000 warrants (the “Private Placement

Warrants”) to Southport Acquisition Sponsor LLC (the “Sponsor”) at a price of $1.00 per Private Placement Warrant, generating

proceeds to the Company of $11,700,000.

Following the closing of

the IPO on December 14, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of

the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States, which

will be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of

1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment

company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined

by the Company, until the earlier of:

(i) the completion of a Business Combination, (ii) the

redemption of any Public Shares (as defined in Note 3) properly submitted in connection with a stockholder vote to amend the Company’s

amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to

provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to

redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined

below) or (b) with respect to any other provision relating to stockholders’

rights or pre-initial Business Combination activity,

and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within

18 months from December 14, 2021 or during any extended time that the Company has to consummate its initial Business Combination

beyond such 18-month period (the “Combination Period”).

(the “Company”) is a blank check company formed in Delaware on April 13, 2021.

The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”).

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2022, the Company had not yet commenced any operations.

All activity for the year ended December 31, 2022 and for the period April 13, 2021 (inception) through December 31, 2021 relates to the Company’s formation, initial public offering (the “IPO”), and pursuit of a target company to effect a business combination.

The registration statement for the Company’s IPO was declared effective on December 9, 2021.

On December 14, 2021, the Company consummated the IPO, which involved the Company’s sale of 23,000,000 units (the “Units”) at $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 , which is discussed in Note 3.

The 23,000,000 Units sold by the Company include 3,000,000 Units purchased by the underwriter for the IPO pursuant to the full exercise of its option to purchase up to 3,000,000 additional Units to cover over-allotments.

Simultaneously with the closing of the IPO, the Company consummated the private sale of an aggregate of 11,700,000 warrants (the “Private Placement Warrants”) to Southport Acquisition Sponsor LLC (the “Sponsor”) at a price of $ 1.00 per Private Placement Warrant, generating proceeds to the Company of $ 11,700,000 .

Following the closing of the IPO on December 14, 2021, $ 234,600,000 ($ 10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States, which will be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination, (ii) the redemption of any Public Shares (as defined in Note 3) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from December 14, 2021 or during any extended time that the Company has to consummate its initial Business Combination beyond such 18-month period (the “Combination Period”).

Risks and Uncertainties

Management is currently evaluating

the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect

on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily

determinable as of the date of the financial statement.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

Management is currently evaluating the impact of the COVID-19 pandemic, the Russia-Ukraine war and the recent proposal by the Securities and Exchange Commission (the “SEC”) for new rules and amendments affecting special purpose acquisition corporations like the Company and has concluded that while it is reasonably possible that such matters could have a negative effect on the Company’s financial position, cash flows, results of its operations and/or search for a target company, the specific impacts are not readily determinable as of December 31, 2022.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Going Concern

As of December 31, 2021,

the Company had $1,950,543 cash and $1,010,298 of working capital.

The Company has incurred and expects to continue to incur

significant costs in pursuit of its financing and acquisition plans.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern for a period of time within one year after the date that these financial

statements are issued.

Management plans to address this uncertainty through working capital loans whereby, the Sponsor, an affiliate

of the Sponsor, or the Company’s officers and directors can, but are not obligated to, loan the Company funds as may be

required (see Note 5).

However, there is no assurance that the Company’s plans to raise capital or to consummate a Business

Combination will be successful or successful within the Combination Period.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

of Significant Accounting Policies

As of December 31, 2022, the Company had cash of $ 50,858 and a working capital deficit of $ 929,527 .

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued.

Management plans to address this uncertainty through working capital loans whereby, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors can, but are not obligated to, loan the Company funds as

may be required (see Note 6).

However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Issued Financial Statements

In connection with the preparation of the Company’s financial statements as of December 31, 2022, management identified errors made in its historical financial statements where, on the Statement of Cash Flows for the nine months ended September 30, 2022, dividends earned and reinvested were incorrectly presented within the cash flows from operating activities section and a sale and purchases of marketable securities held in the Trust Account were not presented.

Additionally, the Company reclassified amounts from unrealized gain on marketable securities held in the Trust Account to dividend income on marketable securities held in the Trust Account on the Statement of Operations to correctly state the character of earnings from the Trust Account for the three and nine months ended September 31, 2023.

The Company restated the Condensed Statements of Operations and Condensed Statements of Cash Flows by presenting dividends earned and reinvested within the cash flows from investing activities section of the Statement of Cash Flows, presenting the sale and purchases of marketable securities held in the Trust account within the cash flows from investing activities section of the Statement of Cash Flows, and reclassifying amounts from unrealized gain on marketable securities held in the Trust Account to dividend income on marketable securities held in the Trust Account on the Statement of Operations.

The impact of the revision on the Company’s Condensed Statements of Cash Flows is reflected in the following table:

As Previously Reported

Statement of Operations

For the three months ended September 30, 2022

Dividend income on marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

For the nine months ended September 30, 2022

Dividend income on marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

Statement of Cash Flows

For the nine months ended September 30, 2022

Cash Flows from Operating Activities:

Unrealized gain on marketable securities held in Trust Account

Accrued dividends on marketable securities held in Trust Account

Dividend income on marketable securities held in Trust Account

Net Cash Used in Operating Activities

( 1,860,737 )

( 1,452,375 )

Cash Flows from Investing Activities:

Purchase of marketable securities held in Trust Account

( 235,564,634 )

Sale of marketable securities held in Trust Account

Net Cash Used in Investing Activities

There is no impact to the reported amounts for total assets, total liabilities, or net income.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial

statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the rules and regulations of the SEC.

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging

growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012

(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the

independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations

regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding

advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period,

which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

had $1,950,543 of operating cash and no cash equivalents as of December 31, 2021.

Cash and Marketable Securities Held

in Trust Account

the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and

the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S.

government securities with

a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which

invest only in direct U.S.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 50,858 and $ 1,950,543 of cash and no cash equivalents as of December 31, 2022 and 2021.

Marketable Securities Held in Trust Account

Following the closing of the IPO on December 14, 2021, an amount of $ 234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S.

government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

The Trust Account is intended as a holding place for funds pending the earliest

The Trust Account is intended as a holding place for funds pending the earliest to occur of:

(i) the completion of the initial Business Combination;

(ii) the redemption of any public shares properly tendered in connection

with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance

or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection

with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination

within the Combination Period or (B) with respect to any other provision relating to stockholders’

rights or pre-initial Business

Combination activity;

and (iii) the redemption of the Company’s Public Shares if the Company

is unable to complete the initial Business Combination within the Combination Period.

(ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity;

and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within the Combination Period.

Offering Costs Associated with IPO

Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—

“Expenses

of Offering”.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that

are related to the IPO.

Offering costs are charged to stockholders’

equity or the statement of operations based on the relative

value of the Public Warrants (defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the

completion of the IPO.

Accordingly, on December 14, 2021, offering costs totaling $13,935,218 (consisting of $4,600,000 of underwriting

fee, $8,050,000 of deferred underwriting fee, and $1,285,218 of actual offering costs were recognized with $609,514 included in accumulated

deficit as an allocation for the Public Warrants (defined below) and the Private Placement Warrants, and $13,325,704 included in additional

paid-in capital.

The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 – “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO.

Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO.

Accordingly, on December 14, 2021, offering costs totaling $ 13,935,218 (consisting of $ 4,600,000 of underwriting fee, $ 8,050,000 of deferred underwriting fee, and $ 1,285,218 of actual offering costs) were recognized with $ 609,514 included as an expense in transaction costs allocated to the warrant issuance as an allocation for the Public Warrants (defined below) and the Private Placement Warrants, and $ 13,325,704 included in additional paid-in capital.

Fair Value of Financial Instruments

ASC Topic 820, Fair value Measurement, defines

fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market

participants.

Fair value measurements are classified on a three-tier hierarchy as

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such

as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its

own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers

are unobservable.

In many cases, a valuation technique used to measure

fair value includes inputs from multiple levels of the fair value hierarchy described above.

The lowest level of significant input determines

the placement of the entire fair value measurement in the hierarchy.

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments approximates the carrying amounts represented in the balance sheet, primarily due

to its short-term nature.

Derivative Financial Instruments

The Company evaluates its

financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in

accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted for as

liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each

reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative

instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each

reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not

net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

As of December 31,

2021, derivative liabilities are comprised of the warrant liability of $17,216,000.

Warrant Liability

The Company accounts for warrants

for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet.

are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense),

net on the statement of operations.

The Company will continue to adjust the liability for changes in fair value until the earlier of the

exercise or expiration of the common stock warrants.

At that time, the portion of the warrant liability related to the common stock warrants

will be reclassified to additional paid-in capital.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as

the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants

at the measurement date.

Fair value is defined as the price that would be received for sale of an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)

and the lowest priority to unobservable inputs (Level 3 measurements).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in

active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly

observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets

that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring

an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs

or significant value drivers are unobservable.

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

As of December 31, 2022 and 2021, derivative liabilities are comprised of the warrant liability of $ 527,050 and $ 17,216,000 , respectively.

Warrant Liability

The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet.

The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations.

The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants.

At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.

Common Stock Subject to Possible Redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification

("ASC") Topic 480 "Distinguishing Liabilities from Equity."

Common stock subject to mandatory redemption (if any)

is classified as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that

feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not solely within the Company's control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’

The Company's common stock features certain redemption rights that are considered to be outside of the Company's control and subject

to the occurrence of uncertain future events.

Accordingly, at December 31, 2021, 23,000,000 shares of Class A common stock subject to

possible redemption is presented, at redemption value, as temporary equity, outside of the stockholders’

equity section of the Company’s

balance sheet.

Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to

equal the redemption value at the end of each reporting period.

Such changes are reflected in additional paid-in capital, or in the absence

of additional capital, in accumulated deficit.

On December 14, 2021, the Company recorded an accretion of $27,985,704, $1,404,425 of which

was recorded in additional paid-in capital and $26,581,279 was recorded in accumulated deficit.

As of December 31, 2021, the Company has

recorded accretion of $27,986,394 to remeasure the value of Class A common stock subject to possible redemption to $234,600,690.

Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,”

which requires an asset

and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed

for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible

amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at December 31, 2022, 23,000,000 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.

Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.

For the year ended December 31, 2022, the Company has recorded accretion of $ 3,383,823 to remeasure the value of Class A common stock subject to possible redemption value of $ 237,984,513 .

As of December 31, 2022 and 2021, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table:

Gross proceeds from initial public offering

Proceeds allocated to Public Warrants

Offering costs allocated to Class A common stock subject to possible redemption

( 13,325,704 )

Remeasurement of Class A common stock subject to possible redemption

Class A common stock subject to possible redemption, December 31, 2021

Remeasurement of Class A common stock subject to possible redemption

Class A common stock subject to possible redemption, December 31, 2022

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties

as of December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals

or material deviation from its position.

Net Income (Loss) Per Common Stock

The Company complies with accounting and disclosure

requirements of ASC Topic 260, “Earnings Per Share”.

The condensed statements of operations include a presentation of income

(loss) per Class A redeemable common stock and loss per non-redeemable common stock following the two-class method of income per common

In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common

stock, the Company first considered the total income (loss) allocable to both sets of stock.

This is calculated using the total net income

(loss) less any dividends paid.

For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock

subject to possible redemption was treated as dividends paid to the public stockholders.

Subsequent to calculating the total income (loss)

allocable to both sets of stock, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable common stock

and 20% for the non-redeemable common stock for the period from April 13, 2021 (inception) to December 31, 2021, reflective of the respective

participation rights.

The following table reflects the calculation of

basic and diluted net loss per common stock (in dollars, except per share amounts):

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position, other than penalties and interest related to late filing of the Company’s income tax returns (see Note 12).

Net Income Per Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”.

The condensed statements of operations include a presentation of income per Class A redeemable common stock and loss per non-redeemable common stock following the two-class method of income per common stock.

In order to determine the net income

attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock.

This is calculated using the total net income less any dividends paid.

For purposes of calculating net income per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders.

Subsequent to calculating the total income allocable to both sets of stock, the Company split the amount to be allocated using a ratio of 80 % for the Class A redeemable common stock and 20 % for the non-redeemable common stock for the year ended December 31, 2022, reflective of the respective participation rights.

The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts):

For the Year Ended

December 31, 2022

Remeasurement of Class A redeemable shares to redemption value

( 3,383,823 )

Net income including accretion of Class A redeemable shares to redemption value

For the Year Ended

December 31, 2022

Total number of shares

Ownership percentage

Net income allocated based on ownership percentage

Accretion allocation based on ownership percentage

( 2,707,058 )

( 3,383,823 )

Accretion applicable to Class A redeemable shares

Total income based on ownership percentage

Weighted average shares outstanding

Basic and diluted net income per share

For the period from

7 unchanged sentences

( 27,986,394 )

loss including accretion of Class A redeemable shares to redemption value

Net loss including accretion of Class A redeemable shares to redemption value

( 25,660,702 )

8 unchanged sentences

( 22,410,545 )

( 5,575,849 )

( 27,986,394 )

Accretion applicable to Class A redeemable shares

4 unchanged sentences

Related Parties

Parties, which can be a corporation

or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise

significant influence over the other party in making financial and operational decisions.

Companies are also considered to be related

if they are subject to common control or common significant influence.

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions.

Companies are also considered to be related if they are subject to common control or common significant influence.

Concentration of Credit Risk

Financial instruments that

potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,

may exceed the Federal Depository Insurance Coverage of $250,000.

At December 31, 2021, the Company has not experienced losses on this

account and management believes the Company is not exposed to significant risks on such account.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000.

At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Recent Accounting Pronouncements

In August 2020, the FASB issued

2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging –

Contracts in Entity's Own

Equity (Subtopic 815-40).

The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible

It also amends the accounting for certain contracts in an entity's own equity that are currently accounted for as derivatives

because of specific settlement provisions.

In addition, the new guidance modifies how particular convertible instruments and certain contracts

that may be settled in cash or shares impact the diluted EPS computation.

This guidance is effective as of January 1, 2022 (early adoption

is permitted effective January 1, 2021).

The Company is currently evaluating the effect the updated standard will have on its financial

position, results of operations or financial statement disclosure.

The Company has considered

all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the financial

condition based on the current information.

Public Offering

At the closing of the IPO

on December 14, 2021 the Company sold 23,000,000 Units at a price of $10.00 per Unit.

Each Unit consists of one share of the Company’s

Class A common stock, $0.0001 par value (each a “Public Share”), and one-half of one warrant of the Company (each a “Public

Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per

share, subject to adjustment (see Note 6).

Upon the closing of the IPO

on December 14, 2021, $234,600,000 ($10.20 per Unit sold in the IPO) from the net proceeds of the sale of the Units in the IPO and the

sale of the Private Placement Warrants was placed in the Trust Account.

In August 2020, the FASB issued ASU No.

2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas.

ASU 2020-06 became effective on January 1, 2022, with early adoption permitted.

The Company did not early adopt ASU 2020-06.

Management has evaluated and determined that there is not a material impact on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

At the closing of the IPO on December 14, 2021 the Company sold 23,000,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one share of the Company’s Class A common stock, $ 0.0001 par value (each a “Public Share”), and one -half of one warrant of the Company (each a “Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment (see Note 7).

Upon the closing of the IPO on December 14, 2021, $ 234,600,000 ($ 10.20 per Unit sold in the IPO) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account.

The amounts held in the Trust Account will be invested in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less

or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment

Company Act, as determined by the Company.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market

fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

As of December 14, 2021, only $ 234,600,000 was held in the Trust Account.

In addition, as of

December 14, 2021, $2,034,324 of cash was not held in the Trust Account and is available for working capital purposes.

Transaction costs of the

IPO amounted to $13,935,218 consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount and $1,285,218

of actual offering costs.

The Sponsor purchased an aggregate of 11,700,000

Private Placement Warrants at a price of $1.00 per warrant ($11,700,000 in the aggregate) in a private placement that closed simultaneously

with the closing of the IPO.

Each Private Placement Warrant is

exercisable for one whole Class A common stock at a price of $11.50 per share, subject to adjustment.

$9,200,000 of the proceeds

from the sale of the Private Placement Warrants was added to the proceeds from the IPO placed in the Trust Account.

If the Company

does not complete a Business Combination within the Combination Period, the Private Placement Warrants and the underlying securities

will expire worthless.

The Private Placement Warrants are non-redeemable (except as described in Note 7 below under

“—Redemption of warrants for Class A common stock when the price per Class A common stock equals or exceeds

$10.00”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

Party Transactions

In addition, as of December 14, 2021, $ 2,034,324 of cash was not held in the Trust Account and is available for working capital purposes.

Transaction costs of the IPO amounted to $ 13,935,218 consisting of $ 4,600,000 of underwriting discount, $ 8,050,000 of deferred underwriting discount and $ 1,285,218 of actual offering costs.

On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee.

Private Placement

The Sponsor purchased an aggregate of 11,700,000 Private Placement Warrants at a price of $ 1.00 per warrant ($ 11,700,000 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO.

Each Private Placement Warrant is exercisable for one whole Class A common stock at a price of $ 11.50 per share, subject to adjustment.

$ 9,200,000 of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the IPO placed in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants and the underlying securities will expire worthless.

The Private Placement Warrants are non-redeemable (except as described in Note 8 below under “—Redemption of warrants for Class A common stock when the price per Class A common stock equals or exceeds $ 10.00 ”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

Related Party Transactions

Founder Shares

May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000.

On November 24, 2021, the Sponsor surrendered 1,437,500 shares of the Company’s Class B common stock for no consideration, resulting

in there being an aggregate of 5,750,000 shares of the Company’s Class B common stock outstanding (the “Founder Shares”),

up to 750,000 of which were then subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriter

On December 13, 2021, the underwriter for the IPO exercised its over-allotment option in full, with the related closing of

the additional 3,000,000 covered by the option occurring on December 14, 2021.

On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $ 25,000 .

On November 24, 2021, the Sponsor surrendered 1,437,500 shares of the Company’s Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of the Company’s Class B common stock outstanding (the “Founder Shares”), up to 750,000 of which were then subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriter for the IPO.

On December 13, 2021, the underwriter for the IPO exercised its over-allotment option in full, with the related closing of the additional 3,000,000 Units covered by the option occurring on December 14, 2021.

Accordingly, no Founder Shares remain subject to forfeiture.

Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to

(A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger,

capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares

of common stock for cash, securities or other property.

Notwithstanding the foregoing, if the closing price of the Company’s Class

A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and

the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder

Shares will be released from the lock-up.

The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

Related Party Loans

Sponsor agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the IPO pursuant to a promissory note

(the “Note”).

The Sponsor agreed to loan the Company an aggregate of up to $ 350,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”).

The Note was non-interest bearing and was payable on the completion of the IPO.

The Company fully repaid the

outstanding balance on the Note on December 14, 2021.

addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s

Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds

as may be required (the “Working Capital Loans”).

The Working Capital Loans would either be repaid upon consummation of a

Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible

into warrants, at a price of $1.00 per warrant.

If the Company completes a Business Combination, the Company would repay the Working Capital

Loans out of the proceeds of the Trust Account released to the Company.

In the event that a Business Combination does not close, the Company

may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account

would be used to repay the Working Capital Loans.

As of December 31, 2021, no Working Capital Loans were outstanding.

The Company fully repaid the outstanding balance on the Note on December 14, 2021.

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $ 1.00 per warrant.

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the

Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of December 31, 2022 and 2021, no Working Capital Loans were outstanding.

Due to and due from Related Party

The Sponsor has made tax payments and payments to various vendors on behalf of the Company.

As of December 31, 2022 and December 31, 2021, the Company owed $ 244,550 and $ 0 , respectively.

The Company made excess reimbursements to the Sponsor.

As of December 31, 2022 and December 31, 2021, the Company was owed $ 0 and $ 83,581 , respectively from the Sponsor.

The Sponsor repaid the amount in March 2022.

Administrative Support Agreement

Commencing on December 10, 2021 and until completion

of the Company’s initial Business Combination or liquidation, the Company is required to pay the Sponsor $15,000 per month for administrative

support and services.

Stockholders’

Preferred stock —

Company is authorized to issue up to 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

At December 31, 2021,

there were no preferred stock issued or outstanding.

Class A common stock

The Company is authorized to issue up to 200,000,000 shares of Class A common stock with a par value of

$0.0001 per share.

Commencing on December 10, 2021 and until completion of the Company’s initial Business Combination or liquidation, the Company is required to pay the Sponsor $ 15,000 per month for administrative support and services.

The Company pays the Sponsor for rent and costs incurred under the administrative support and services agreement and waives the excess amounts under the agreement.

For the year ended December 31, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021, the Company incurred $ 149,435 and $ 6,773 under the agreement, respectively and paid $ 156,208 and zero during the year ended December 31, 2022, and for the period from April 13, 2021 (inception) through December 31, 2021, respectively.

Stockholders’ Deficit

Preferred stock — The Company is authorized to issue up to 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

At December 31, 2022 and 2021, there were no preferred stock issued or outstanding.

Class A common stock — The Company is authorized to issue up to 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of Class A common stock are entitled to one vote for each share.

At December 31, 2021, there were

23,000,000 shares of Class A common stock issued and outstanding, subject to possible redemption.

Class B common stock

The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value, common stock.

Holders of the

Company’s common stock are entitled to one vote for each share.

On May 27, 2021, the Company issued an aggregate of 7,187,500 shares

of Class B common stock to the Sponsor for a purchase price of $25,000.

On November 24, 2021, the Sponsor surrendered 1,437,500 shares

of Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of Class B common stock outstanding.

As of December 31, 2021, as a result of the above surrender, there were 5,750,000 shares of Class B common stock issued and outstanding.

The shares of Class B common

stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a

one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like.

that additional shares of the Company’s Class A common stock, or equity-linked securities, are issued or deemed issued in excess

of the amounts sold in the IPO and related to the closing of an initial Business Combination, the ratio at which shares of Class B common

stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of

Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares

of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted

basis, 20% of the sum of the total number of all shares of the Company’s common stock outstanding upon the completion of the IPO

plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination

(net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares

or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any warrants issued upon the conversion

of Working Capital Loans.

Holders of shares of Class B common stock may also elect to convert their shares of Class B common stock into

an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination.

The Company may issue additional

common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business

The Company accounts for 23,200,000 warrants issued

in connection with the IPO (11,500,000 Public Warrants and the 11,700,000 Private Placement Warrants) in accordance with the guidance

contained in ASC 815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each

warrant must be recorded as a liability.

At December 31, 2022 and 2021, there were 23,000,000 shares of Class A common stock issued and outstanding, subject to possible redemption.

Class B common stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $ 0.0001 par value, common stock.

Holders of the Company’s common stock are entitled to one vote for each share.

On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $ 25,000 .

On November 24, 2021, the Sponsor surrendered 1,437,500 shares of Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of Class B common stock outstanding.

As of December 31, 2022 and 2021, as a result of the above surrender, there were 5,750,000 shares of Class B common stock issued and outstanding.

The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a one -for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like.

In the case that additional shares of the Company’s Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20 % of the sum of the total number of all shares of the Company’s common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any warrants issued upon the conversion of Working Capital Loans.

Holders of shares of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination.

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

The Company accounts for 23,200,000 warrants issued in connection with the IPO ( 11,500,000 Public Warrants and the 11,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

Accordingly, the Company classifies each warrant as a liability at its fair value.

Offering costs

were allocated to the Class A common stock and Public Warrants, and the amounts allocated to the Public Warrants was expensed immediately.

Offering costs were allocated to the Class A common stock and Public Warrants, and the amounts allocated to the Public Warrants was expensed immediately.

This liability is subject to re-measurement at each balance sheet date.

With each such re-measurement, the warrant liability will be adjusted

to fair value, with the change in fair value recognized in the Company’s statement of operations.

Warrants –

Public Warrants

may only be exercised for a whole number of shares.

With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

Warrants – Public Warrants may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

Warrants will become exercisable 30 days after the consummation of a Business Combination.

The Public Warrants will expire five years

from the consummation of a Business Combination or earlier upon redemption or the Company’s liquidation.

The Company is not obligated to deliver any

Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant

exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable

upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company

satisfying its obligations with respect to registration, or a valid exemption from registration is available.

No Public Warrant are

exercisable for cash or on a cashless basis, and the Company is not obligated to issue any shares of Class A common stock to

holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified

under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

The registration statement for the IPO (the “IPO

Registration Statement”) registered the sale for the shares of Class A common stock issuable upon exercise of the Public Warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,

it will use its commercially reasonable efforts to file a post-effective amendment to the IPO Registration Statement or a new registration

statement, in the Company’s discretion, with the SEC, under the Securities Act covering the sale of the Class A common stock

issuable upon exercise of the Public Warrants.

The Company will use its commercially reasonable efforts to cause such post-effective amendment

or new registration statement, as the case may be, to become effective and to maintain a current prospectus relating to those shares of

Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement.

If a registration statement

covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60th business day

after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and

during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless

in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Redemption of warrants when the price per

share of Class A common stock equals or exceeds $18.00 .

Once the Public Warrants become exercisable, the

Company may redeem the outstanding Public Warrants for redemption:

The Public Warrants will become exercisable 30 days after the consummation of a Business Combination.

The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or the Company’s liquidation.

The Company is not obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available.

No Public Warrants are exercisable for cash or on a cashless basis, and the Company is not obligated to issue any shares of Class A common stock to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

The registration statement for the IPO (the “IPO Registration Statement”) registered the sale for the shares of Class A common stock issuable upon exercise of the Public Warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file a post-effective amendment to the IPO Registration Statement or a new registration statement, in the Company’s discretion, with the SEC, under the Securities Act covering the sale of the Class A common stock issuable upon exercise of the Public Warrants.

The Company will use its commercially reasonable efforts to cause such post-effective amendment or new registration statement, as the case may be, to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60 th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00 .

Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants for redemption:

● in whole and not in part;

● at a price of $ 0.01 per Public Warrant;

upon a minimum of 30 days’

prior written notice of redemption to each warrant holder;

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for

stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period

ending three trading days before the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per

Class A common stock equals or exceeds $10.00 .

Once the warrants become exercisable, the Company may redeem

the outstanding warrants:

● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder;

● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per Class A common stock equals or exceeds $ 10.00 .

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

● in whole and not in part;

● at a price of $ 0.10 per warrant;

upon a minimum of 30 days’

prior written notice of redemption provided that holders will be able to exercise their warrants

on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed

table based on the redemption date and the “fair market value”

of Class A common stock;

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted)

for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to

the warrant holders;

if the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on

the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00

per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding

Public Warrants, as described above.

The Company will not redeem the warrants as

described above unless a registration statement under the Securities Act covering the sale of the shares of Class A common stock

issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock

is available throughout the 30-day redemption period (or, in the case of a redemption described above under “Redemption of

warrants when the price per share of Class A common stock equals or exceeds $18.00,”

the Company requires or permits the

Public Warrants to be exercised on a cashless basis as described below), except, in the case of a redemption described above under

“Redemption of warrants when the price per Class A common stock equals or exceeds $10.00,”

if the sale of those shares

of Class A common stock pursuant to the cashless exercise of the warrants is exempt from registration under the Securities Act.

and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the sale of the shares

of Class A common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state

securities laws or the Company is unable to effect such registration or qualification.

If the Company calls the Public Warrants for redemption,

the Company’s management will have the option to require or permit all holders that wish to exercise the Public Warrants to do so

on a “cashless basis,”

as described in the warrant agreement.

The exercise price and number of shares of common stock issuable

upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary

dividend or recapitalization, reorganization, merger or consolidation.

If the Company is unable to complete a Business Combination within

the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such

funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust

Account with respect to such warrants.

● upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock;

● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 10.00 per Public Share (as adjusted) for any 20 trading days within the 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders;

● if the last reported sale price of the Class A common stock for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ 18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 -day redemption period (or, in the case of a redemption described above under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00 ,” the Company requires or permits the Public Warrants to be exercised on a cashless basis as described below), except, in the case of a redemption described above under “Redemption of warrants when the price per Class A common stock equals or exceeds $ 10.00 ,” if the sale of those shares of Class A common stock pursuant to the cashless exercise of the warrants is exempt from registration under the Securities Act.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the sale of the shares of Class A common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state securities laws or the Company is unable to effect such registration or qualification.

If the Company calls the Public Warrants for redemption, the Company’s management will have the option to require or permit all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants.

Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional

shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial

Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue

price or effective issue price to be determined in good faith by the Company’s board of directors and, (i) in the case of any such

issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable,

prior to such issuance, and (ii) without taking into account the transfer of Founder Shares or Private Placement Warrants (including if

such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with

such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of

the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the

date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price

of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the

Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise

price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued

Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the

greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted

(to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to

the Public Warrants included in the Units sold in the IPO, except that the Private Placement Warrants and the shares of common stock issuable

upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion

of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will be non-redeemable

in certain redemption scenarios and exercisable on a cashless basis so long as they are held by the initial purchasers thereof or their

permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers thereof or their permitted

transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders

on the same basis as the Public Warrants.

If a tender offer, exchange or redemption

offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror

owns beneficially more than 50% of the outstanding Class A common stock, the holder of the warrant shall be entitled to receive the

highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such

warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant

to the offer.

If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is

payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an

established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following

the public disclosure of the consummation of the applicable event by the Company, the warrant exercise price shall be reduced by an

amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus

(ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the

Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets.

The Company expects to account for the Public

Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts

in Entity’s Own Equity.

Because the Company does not control the occurrence of events, such as a tender offer or exchange, that

may trigger cash settlement of the warrants where not all of the stockholders also receive cash, the warrants do not meet the criteria

for equity treatment thereunder, as such, the warrants must be recorded as derivative liability.

Additionally, certain adjustments to the settlement

amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed”

option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock

and not eligible for an exception from derivative accounting.

The accounting treatment of derivative financial

instruments requires that the Company record a derivative liability upon the issuance of the warrants at the closing of this offering.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price and the $ 10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will be non-redeemable in certain redemption scenarios and exercisable on a cashless basis so long as they are held by the initial purchasers thereof or their permitted transferees.

If the Private Placement Warrants are held

by someone other than the initial purchasers thereof or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A common stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer.

If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant exercise price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets.

The Company expects to account for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity.

Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the stockholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability.

Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting.

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the issuance of the warrants at the closing of this offering.

Accordingly, the Company expects to classify each warrant as a liability at its fair value.

The Public Warrants will be allocated a portion

of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation

The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm.

The warrant liability is subject to re-measurement at each balance sheet date.

With each such re-measurement, the warrant liability

will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The Company will

reassess the classification of the warrants at each balance sheet date.

If the classification changes as a result of events during the

period, the warrants will be reclassified as of the date of the event that causes the reclassification.

and Contingencies

With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The Company will reassess the classification of the warrants at each balance sheet date.

If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Commitments and Contingencies

Registration rights

holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans

(and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration

rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder

Shares, only after conversion to our Class A common stock).

The holders of these securities are entitled to make up to three demands,

excluding short form registration demands, that the Company register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination

and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration

rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to

become effective until termination of the applicable lock-up period with respect to such securities.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock).

The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period with respect to such securities.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments,

if any, at the IPO price less the underwriting discount.

On December 13, 2021, the underwriter exercised the option in full, closing

the sale of the 3,000,000 additional Units on December 14, 2021.

The underwriter was paid an underwriting commission of $4,600,000 upon

the closing of the IPO.

The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discount.

On December 13, 2021, the underwriter exercised the option in full, closing the sale of the 3,000,000 additional Units on December 14, 2021.

The underwriter was paid an underwriting

commission of $ 4,600,000 upon the closing of the IPO.

In addition, the underwriter is entitled to a deferred fee of $ 0.35 per Unit, or $ 8,050,000 in the aggregate.

The deferred fee is payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes

a Business Combination, subject to the terms of the underwriting agreement.

The deferred fee is payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee.

The $ 8,050,000 waived fee was recorded to accumulated deficit.

Fair Value Measurements

December 31, 2021, the Company’s warrant liability was valued at $17,216,000.

Under the guidance in ASC 815-40, the Public Warrants

and the Private Placement Warrants do not meet the criteria for equity treatment.

As such, the Public Warrants and the Private Placement

Warrants must be recorded on the balance sheet at fair value.

This valuation is subject to re-measurement at each balance sheet date.

With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s

statement of operations.

following table presents fair value information as of December 31, 2021, of the Company’s financial assets and liabilities that

were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized

to determine such fair value.

The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing

inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

Significant deviations

from these estimates and inputs could result in a material change in fair value.

The fair value of the warrant liability is classified

within Level 3 of the fair value hierarchy.

following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for

at fair value on a recurring basis:

The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

December 31, 2022

Cash and marketable securities held in trust account

$ 234,600,690

Public Warrants

Private Placement Warrants

The Company established the

initial fair value for the warrants on December 31, 2021, the date of the consummation of the Company’s IPO.

The Company used a

Black-Scholes-Merton formula to value the warrants.

The Company allocated the proceeds received from (i) the sale of Units (which is inclusive

of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance

of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds

allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class

B common stock (permanent equity) based on their relative fair values at the initial measurement date.

The key inputs into the lattice

model and Monte Carlo simulation model formula were as follows at December 31, 2021:

December 31,2021

Cash and marketable securities held in trust account

Public Warrants

Private Placement Warrants

At December 31, 2022 and 2021, the Company’s warrant liability was valued at $ 527,050 and $ 17,216,000 , respectively.

Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment.

As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value.

This valuation is subject to re-measurement at each balance sheet date.

With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table presents fair value information as of December 31, 2022 and 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

Significant deviations from these estimates and inputs could result in a material change in fair value.

The Company transferred the fair value of the Public Warrant liability from Level 3 to Level 1 of the fair value hierarchy as the Company’s Public Warrants detached and commenced separate public trading (PORT.W) on the New York Stock Exchange on January 31, 2022.

The fair value of the Private Placement Warrant liability was transferred from Level 3 to Level 2 of the fair value hierarchy as they are identical to the Public Warrants.

Derivative warrant liabilities at April 13, 2021 (inception)

Initial fair value at issuance of Public and Private Placement Warrants

Change in fair value

( 1,539,000 )

( 1,625,000 )

( 3,164,000 )

Level 3 derivative warrant liabilities as of December 31, 2021

Transfer of Public Warrants to Level 1 measurement

( 8,521,000 )

Transfer of Private Placement Warrants to Level 2 measurement

( 8,695,000 )

Level 3 derivative warrant liabilities as of December 31, 2022

The Company established the initial fair value for the warrants on December 14, 2021, the date of the consummation of the Company’s IPO.

The Company used a Black-Scholes-Merton formula to value the warrants.

The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date.

As of December 31, 2022, the Public Warrants have detached from the Units and are separately tradable on the New York Stock Exchange (PORT.W).

The closing price of the Public Warrants was utilized in determining the fair value of the Public Warrants as of December 31, 2022.

The key inputs into the Monte Carlo simulation model formula were as follows at December 31, 2021:

Common stock price

1 unchanged sentence

Risk-free rate of interest

Warrant to buy one share (unadjusted for the probability of dissolution)

Warrant to buy one share (adjusted for the probability of dissolution)

Dividend yield

The Company’s net deferred

tax assets at December 31, 2021 is as follows:

The Company’s net deferred tax assets at December 31, 2022 and 2021 is as follows:

Capitalized start-up costs

Unrealized gains on marketable securities

Accrued dividends on marketable securities

Net operating loss carryforward

2 unchanged sentences

Deferred tax assets

The income tax provision for

the year ended December 31, 2021 consists of the following:

The income tax provision for the years ended December 31, 2022 and 2021 consists of the following:

Current expense (benefit)

2 unchanged sentences

Income tax provision

As of December 31, 2021, the

Company has federal net operating loss carryforwards of $143,562 that may be carried forward indefinitely.

As of December 31, 2021, the

Company has gross state NOL carryforwards of $143,562 which begin to expire in 2041.

In assessing the realization

of the deferred tax assets, management considers whether it is more likely than not that some portion of all the deferred tax assets will

not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the

periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled

reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment.

After consideration

of all of the information available, management believes that significant uncertainty exists with respect to future realization of the

deferred tax assets and has therefore established a full valuation allowance.

For the year ended December 31, 2021, the change in the

valuation allowance was $215,781.

A reconciliation of the federal

income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:

As of December 31, 2022 and 2021, the Company has federal net operating loss carryforwards of $ 0 and $ 143,562 , respectively, that may be carried forward indefinitely.

As of December 31, 2022 and 2021, the Company has gross state NOL carryforwards of $ 0 and $ 143,562 , respectively, which begin to expire in 2041.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

For the years ended December 31, 2022 and 2021, the change in the valuation allowance was $ 3,894 and $ 215,781 , respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows:

Statutory federal income tax rate

3 unchanged sentences

Income tax provision

The Company’s effective

tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants and the recording

of full valuation allowances on deferred tax assets.

The Company files income tax

returns in the U.S.

The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants and the recording of full valuation allowances on deferred tax assets.

The Company files income tax returns in the U.S.

federal jurisdiction and is subject to examination by the various taxing authorities.

The Company’s tax returns

for the year ended December 31, 2021 remain open and subject to examination.

The Company considers Delaware to be a significant state

tax jurisdiction.

The Company has evaluated subsequent

events to determine if events or transactions occurred after the balance sheet date up to the date that the financial statement was issued.

Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial

statement which has not been previously adjusted or disclosed within the financial statement.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

March 31, 2022

The Company’s tax returns for the years ended December 31, 2022 and 2021 remain open and subject to examination.

The Company considers Delaware to be a significant state tax jurisdiction.

Subsequent Events

The Company’s 2022 income tax returns were filed and accepted on May 22, 2023.

As the Company did not timely file their fiscal year 2022 federal and state income tax returns, the Company may be subject to penalties and interest as a result.

As previously disclosed in the definitive proxy statement filed by the Company with the SEC on May 22, 2023, the Company expects to hold a special meeting of stockholders (the “Special Meeting”) to consider and approve an extension of time for the Company to consummate an initial business combination from June 14, 2023 to September 14, 2023, or at the election of the board of directors of the Company, March 14, 2024, in six separate additional one-month extensions (the “Extension” and such proposal, the “Extension Proposal”).

On May 25, 2023, the Company and the Sponsor entered into voting and non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the Special Meeting and (ii) to vote in favor of the Extension Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements).

In exchange for the foregoing commitments, the Sponsor has agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial business combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting.

On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock.

Following such conversion, the Company will have an aggregate of 27,200,000 shares of Class A common stock issued and outstanding and 1,550,000 shares of Class B common stock issued and outstanding.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Southport Acquisition Corporation

1 unchanged sentence

Chief Executive Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the

dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Jeb Spencer

Chief Executive Officer and

Chief Executive Officer and Director

(Principal Executive Officer and Principal Financial and Accounting Officer)

March 31, 2022

/s/ Jared Stone

Chairman of the Board of Directors

March 31, 2022

/s/ Sigmund Anderman

Sigmund Anderman

March 31, 2022

/s/ Matthew Hansen

Matthew Hansen

March 31, 2022

/s/ Jennifer Nuckles

Jennifer Nuckles

March 31, 2022

/s/ Cathleen Schreiner Gates

Cathleen Schreiner Gates

March 31, 2022

/s/ David Winfield

David Winfield

March 31, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures