What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-07-17 compared with 2022-11-14 · 127 added, 173 removed, 340 unchanged (47% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30, 2022

March 31, 2023

Current Assets:

Prepaid expenses - current

Due from related party

Prepaid expenses

Total Current Assets

1 unchanged sentence

Marketable securities held in Trust Account

Prepaid expenses - non-current

Total Non-current Assets

3 unchanged sentences

Accounts payable

Due to related party

Accrued offering costs

Due to related party

Total Current Liabilities

1 unchanged sentence

Warrant liability

Deferred underwriting fee payable

Total Non-current Liabilities

25 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For the Period

April 13, 2021

September 30,

For the Three Months

Operating costs:

Insurance expense

Formation and offering costs

Administrative expense

3 unchanged sentences

Loss from operations

( 1,223,744 )

Other income:

Other income (loss):

Change in fair value of warrant liability

1 unchanged sentence

Unrealized gain on marketable securities held in Trust Account

Net income (loss)

Income before provision for income taxes

Provision for income taxes

Weighted average shares outstanding of redeemable Class A common stock

1 unchanged sentence

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

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

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

The accompanying notes are an integral part of these unaudited condensed financial statements.

SOUTHPORT ACQUISITION CORPORATION

CONDENSED STATEMENT OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ EQUITY (DEFICIT)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

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

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Class A common stock

2 unchanged sentences

Stockholders’

Balance – December 31, 2021 (audited)

( 24,256,277 )

( 24,255,702 )

Remeasurement of Class A common stock subject to possible redemption

Balance – March 31, 2022 (unaudited)

( 13,908,741 )

( 13,908,166 )

Remeasurement of Class A common stock subject to possible redemption

Balance – June 30, 2022 (unaudited)

Balance – January 1, 2023

( 1,457,152 )

3 unchanged sentences

( 2,525,300 )

Gain on waiver of deferred underwriting fee

Balance – September 30, 2022 (unaudited)

Balance – March 31, 2023 (unaudited)

( 2,797,987 )

( 2,797,412 )

FOR THE PERIOD FROM APRIL 13, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Class A common stock

2 unchanged sentences

Stockholders’

Balance – April 13, 2021 (inception)

Issuance of Class B common stock to Sponsor

Balance – June 30, 2021 (unaudited)

Balance – September 30, 2021 (unaudited)

Balance – January 1, 2022

( 24,256,277 )

( 24,255,702 )

Remeasurement of Class A common stock subject to possible redemption

Balance – March 31, 2022 (unaudited)

( 13,908,741 )

( 13,908,166 )

The accompanying notes are an integral part of these unaudited condensed financial statements.

SOUTHPORT ACQUISITION CORPORATION

CONDENSED STATEMENT OF CASH FLOWS

For the Period

April 13, 2021

September 30,

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months

Cash Flows Used in Operating Activities:

Net income (loss)

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

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Unrealized gain on marketable securities held in Trust Account

Dividend income on marketable securities held in Trust Account

Accrued dividend on marketable securities held in Trust Account

Change in fair value of warrant liabilities

( 10,852,000 )

Insurance expense

Changes in operating assets and liabilities:

1 unchanged sentence

Accrued offering costs

Payments made by related party on behalf of the Company

Prepaid expenses

Net cash used in operating activities

Net cash provided by (used in) operating activities

( 1,503,029 )

Cash Flow Used in Investing Activities:

Reinvestment of dividends on marketable securities held in Trust Account

( 1,613,107 )

Net cash used in investing activities

( 1,613,107 )

Cash Flows from Financing Activities:

Proceeds from issuance of Class B common stock to Sponsor

Receipt of amounts due from related party

Due from related party

Net cash provided by financing activities

5 unchanged sentences

Remeasurement of Class A common stock subject to possible redemption

Gain on waiver of deferred underwriting fee

The accompanying notes are an integral part of these unaudited condensed financial statements.

5 unchanged sentences

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 September 30, 2022, the Company had not yet commenced any operations.

All activity for the three and six months ended September 30, 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 Company has selected December 31 as its fiscal year end.

As of March 31, 2023, the Company had not yet commenced any operations.

All activity for the three months ended March 31, 2023 and 2022 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.

4 unchanged sentences

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”).

On June 9, 2023, the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation (the “Extension Amendment Proposal”) to extend the time that the Company has to consummate its initial Business Combination from June 14, 2023 to September 14, 2023 (the “Extended Date”) and to allow the board of directors of the Company, without another stockholder vote, to elect to further extend the date to consummate an initial Business Combination after the Extended Date up to six times, by an additional month each time, up to March 14, 2024, providing the Company a 21-month period (or up to 27-month period) from the closing of the IPO to consummate its initial Business Combination (the “Combination Period”) (see Note 11).

Risks and Uncertainties

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 September 30, 2022.

Management is currently evaluating the impact of the Russia-Ukraine war, rising interest rates and increased inflation, and recent proposals 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 March 31, 2023.

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

Going Concern

As of September 30, 2022 and December 31, 2021, the Company had cash of $ 173,387 and $ 1,950,543 , respectively, and working capital deficit of $ 213,445 and working capital of $ 1,010,298 , respectively.

As of March 31, 2023 and December 31, 2022, the Company had cash of $ 16,721 and $ 50,858 , respectively, and working capital deficit of $ 1,728,262 and $ 929,527 , respectively.

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.

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 within the Combination Period.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued.

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

Summary of Significant Accounting Policies

4 unchanged sentences

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022, which contains the audited financial statements and notes thereto.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on May 30, 2023, which contains the audited financial statements and notes thereto.

The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.

The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

Emerging Growth Company

11 unchanged sentences

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 $ 173,387 and $ 1,950,543 of cash and no cash equivalents as of September 30, 2022 and December 31, 2021, respectively.

The Company had $ 16,721 and $ 50,858 of cash and no cash equivalents as of March 31, 2023 and December 31, 2022, respectively.

Marketable Securities Held in Trust Account

6 unchanged sentences

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

The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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.

Fair Value of Financial Instruments

13 unchanged sentences

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 September 30, 2022, derivative liabilities are comprised of the warrant liability of $ 2,344,000 .

As of March 31, 2023 and December 31, 2022, derivative liabilities are comprised of the warrant liability of $ 1,069,150 and $ 527,050 , respectively.

Warrant Liability

8 unchanged sentences

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 September 30, 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.

Accordingly, at March 31, 2023, 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 three and nine months ended September 30, 2022, the Company has recorded accretion of $ 1,065,967 and $ 1,399,231 , respectively, to remeasure the value of Class A common stock subject to possible redemption value of $ 235,999,921 .

As of September 30, 2022 and December 31, 2021, the Class A common stock, classified as temporary equity in the condensed balance sheets, are reconciled in the following tables:

For the three months ended March 31, 2023, the Company has recorded accretion of $ 2,525,300 to remeasure the value of Class A common stock subject to possible redemption value of $ 240,509,813 .

The $ 2,525,300 increase was related to dividend income on marketable securities held in the Trust Account.

On June 9, 2023, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.49 per share of Class A common stock, for an aggregate redemption amount of $ 197,694,657 (see Note 11).

As of March 31, 2023 and December 31, 2022, the Class A common stock, classified as temporary equity in the condensed balance sheets, are reconciled in the following tables:

Gross proceeds from initial public offering

6 unchanged sentences

Remeasurement of Class A common stock subject to possible redemption

Class A common stock subject to possible redemption, September 30, 2022

Class A common stock subject to possible redemption, December 31, 2022

Remeasurement of Class A common stock subject to possible redemption

Class A common stock subject to possible redemption, March 31, 2023

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.

4 unchanged sentences

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 September 30, 2022.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The provision for income taxes was deemed to be de minimis for the three and nine months ended September 30, 2022.

Net Income Per Common Stock

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023.

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.

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 per Class A redeemable common stock and income 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.

The condensed statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income per common stock.

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 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 three and nine months ended September 30, 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 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 three months ended March 31, 2023 and 2022, reflective of the respective participation rights.

The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts):

For the Three Months Ended

September 30, 2022

March 31, 2023

Remeasurement of Class A redeemable shares to redemption value

1 unchanged sentence

Net income excluding accretion of Class A redeemable shares to redemption value

For the Three Months Ended

September 30, 2022

Total number of shares

Ownership percentage

Net income allocated based on ownership percentage

Accretion allocation based on ownership percentage

( 1,340,835 )

Accretion applicable to Class A redeemable shares

Total income based on ownership percentage

Weighted average shares outstanding

Basic and diluted net income per share

September 30, 2022

Remeasurement of Class A redeemable shares to redemption value

( 1,399,231 )

Net income excluding accretion of Class A redeemable shares to redemption value

For the Nine Months Ended

September 30, 2022

For the Three Months Ended

March 31, 2023

Total number of shares

5 unchanged sentences

Accretion applicable to Class A redeemable shares

Total income based on ownership percentage

Total income (loss) based on ownership percentage

Weighted average shares outstanding

Basic and diluted net income per share

Basic and diluted net income (loss) per share

For the Three

September 30, 2021

Remeasurement of Class A redeemable shares to redemption value

Net loss excluding accretion of Class A redeemable shares to redemption value

For the Three Months Ended

September 30, 2022

Total number of shares

Ownership percentage

Net loss allocated based on ownership percentage

Accretion allocation based on ownership percentage

Accretion applicable to Class A redeemable shares

Total loss based on ownership percentage

Weighted average shares outstanding

Basic and diluted net loss per share

Period from April 13, 2021

(Inception) through

September 30, 2021

March 31, 2022

Remeasurement of Class A redeemable shares to redemption value

Net loss excluding accretion of Class A redeemable shares to redemption value

Net income excluding accretion of Class A redeemable shares to redemption value

For the Three Months Ended

September 30, 2022

March 31, 2022

Total number of shares

11 unchanged sentences

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.

As of September 30, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

As of March 31, 2023, 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

14 unchanged sentences

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 September 30, 2022 and December 14, 2021, $ 235,999,921 and $ 234,600,000 was held in the Trust Account, respectively.

In addition, as of September 30, 2022 and December 14, 2021, $ 173,387 and $ 2,034,324 of cash was not held in the Trust Account and is available for working capital purposes, respectively.

As of March 31, 2023 and December 31, 2022, $ 240,509,813 and $ 237,984,513 was held in the Trust Account, respectively.

In addition, as of March 31, 2022 and December 31, 2022, $ 16,721 and $ 50,858 of cash was not held in the Trust Account and is available for working capital purposes, respectively.

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 discount (see Note 8).

Private Placement

22 unchanged sentences

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 September 30, 2022 and December 31, 2021, no Working Capital Loans were outstanding.

As of March 31, 2023 and December 31, 2022, no Working Capital Loans were outstanding.

Due to Related Party

The Sponsor has made tax payments and payments to various vendors on behalf of the Company.

As of September 30, 2022 and December 31, 2021, the Company owed $ 156,550 and $ 0 , respectively.

As of March 31, 2023 and December 31, 2022, the Company owed $ 244,550 .

Administrative Support Agreement

1 unchanged sentence

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 three and nine months ended September 30, 2022, the Company has paid $ 21,000 and $ 72,000 , receptively.

The Company did not pay anything under the administrative support and services agreement from April 13, 2021 (inception) through December 31, 2021.

For the three months ended March 31, 2023, and 2022, the Company has paid $ 10,500 and $ 34,000 , respectively, under the agreement.

Stockholders’ Equity

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 September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

At March 31, 2023 and December 31, 2022, there were no shares of 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 September 30, 2022 and December 31, 2021, there were 23,000,000 shares of Class A common stock issued and outstanding, subject to possible redemption.

At March 31, 2023, and December 31, 2022, there were 23,000,000 shares of Class A common stock issued and outstanding and subject to possible redemption.

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, resulting in an aggregate of 27,200,000 shares of Class A common stock issued and outstanding , of which 4,200,000 shares were held by the Sponsor and not subject to possible redemption and 23,000,000 shares were subject to possible redemption (see Note 11).

On June 9, 2023, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash in connection with the vote on the Extension Amendment Proposal, resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption (see Note 11).

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.

1 unchanged sentence

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 25, 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 September 30, 2022 and December 31, 2021, as a result of the above surrender, there were 5,750,000 shares of Class B common stock issued and outstanding.

On November 25, 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 March 31, 2023 and December 31, 2022, as a result of the above surrender, there were 5,750,000 shares of Class B common stock issued and outstanding.

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, resulting in an aggregate of 1,550,000 shares of Class B common stock issued and outstanding (see Note 11).

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.

15 unchanged sentences

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.

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 .

15 unchanged sentences

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.

distribution from the Company’s assets held outside of the Trust Account with respect to such warrants.

Accordingly, the warrants may expire worthless.

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.

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.

7 unchanged sentences

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.

Accordingly, the Company classifies 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 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.

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 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.

There has been no change in the classification of the warrants as of March 31, 2023.

Commitments and Contingencies

12 unchanged sentences

The $ 8,050,000 waived fee was recorded to accumulated deficit.

Recurring Fair Value Measurements

At September 30, 2022, the Company’s warrant liability was valued at $ 2,344,000 .

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.

The following table presents fair value information as of September 30, 2022 and 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 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 warrants to Level 2 measurement

( 8,695,000 )

Level 3 derivative warrant liabilities as of September 30, 2022

The 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 at September 30, 2022 and December 31, 2021:

September 30, 2022

Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2023, and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, 2023

Marketable securities held in trust account

5 unchanged sentences

Private Placement Warrants

At March 31, 2023, and December 31, 2022, the Company’s warrant liability was valued at $ 1,069,150 and $ 527,050 .

Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment.

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 for the three months ended March 31, 2023, and December 31, 2022, 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.

Significant deviations from these estimates and inputs could result in a material change in fair value.

For the Three Months Ended March 31, 2023

Derivative warrant liabilities as of December 31, 2022

Change in fair value

Derivative warrant liabilities as of March 31, 2023

The Company established the initial fair value for the warrants on December 14, 2021, the date of the consummation of the Company’s IPO.

1 unchanged sentence

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 September 30, 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 September 30, 2022.

The key inputs into the lattice model and Monte Carlo simulation model formula were as follows at December 31, 2021:

As of March 31, 2023, 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 March 31, 2023.

The key inputs into the lattice model and Monte Carlo simulation model formula were as follows at March 31, 2023:

Common stock price

3 unchanged sentences

Dividend yield

During the three and nine months ended September 30, 2022, the Company did not record any income tax benefits for the net operating losses incurred due to the uncertainty of realizing a benefit from those items.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards.

The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and have concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets.

As such, the Company recorded a full valuation allowance against net deferred tax assets as of September 30, 2022 and December 31, 2021

The Company utilized the discrete method for estimating its interim income tax provision.

During the three months ended March 31, 2023, and March 31, 2022, the Company recorded an income tax provision of $ 519,957 and $ 0 , respectively.

Our effective tax rate was 30.51 % and 0.00 % for the three months ended March 31, 2023, and 2022, respectively.

The effective tax rate differs from the Federal statutory tax rate of 21 % for the three months ended March 31, 2023, due to changes in the fair value of warrant liabilities and valuation allowance on the deferred tax assets.

The income tax provision was deemed de minimis for the three months ended March 31, 2022.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of capitalized startup costs.

The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets.

As such, the Company recorded a full valuation allowance against net deferred tax assets as of March 31, 2023.

Subsequent Events

On June 9, 2023, the Company held a special meeting of stockholders (the “Special Meeting”) to vote upon the Extension Amendment Proposal.

At the Special Meeting, the Company’s stockholders approved the Extension Amendment Proposal to extend the date by which the Company must consummate an initial Business Combination from June 14, 2023 to September 14, 2022 and to allow the board of directors of the Company, without another stockholder vote, to elect to further extend the date to consummate an initial Business Combination after the Extended Date up to six times, by an additional month each time, up to March 14, 2024.

Prior to the Special Meeting, 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 Amendment 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.

In connection with the Special Meeting and the entry into the Non-Redemption Agreements, 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.

After giving effect to such conversion, the Company has an aggregate of 27,200,000 shares of Class A common stock issued and outstanding, comprised of 4,200,000 shares held by the Sponsor and not subject to possible redemption and 23,000,000 shares of Class A common stock subject to possible redemption, and 1,550,000 shares of Class B common stock issued and outstanding.

In connection with the vote to approve the Extension Amendment Proposal, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.49 per share of Class A common stock, for an aggregate redemption amount of $ 197,694,657 .

As a result of the redemptions, 4,150,065 shares of Class A common stock were issued and outstanding and subject to possible redemption.

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-Q

Item 1. Financial Statements