Angel Studios, Inc. 10-Q

Item 1. Financial Statements SOUTHPORT ACQUISITION CORPORATION CONDENSED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ December 31, ​ (unaudited) 2022 ASSETS ​ ​ Current Assets: ​ ​ Cash ​ $ 16,721 ​ $ 50,858 Prepaid expenses ​ 98,532 ​ 227,594 Total Current Assets ​ 115,253 ​ 278,452 Non-Current Assets: ​ ​ ​ ​ ​ ​ Marketable securities held in Trust Account ​ 240,509,813 ​ 237,984,513 Total Non-current Assets ​ ​ 240,509,813 ​ ​ 237,984,513 TOTAL ASSETS ​ $ 240,625,066 ​ $ 238,262,965 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT ​ ​ Current liabilities: ​ ​ Accrued expenses ​ $ 1,253,167 ​ $ 681,395 Accounts payable ​ 161,751 ​ 97,987 Accrued offering costs ​ 184,047 ​ 184,047 Due to related party ​ ​ 244,550 ​ ​ 244,550 Total Current Liabilities ​ 1,843,515 ​ 1,207,979 Non-current liabilities: ​ ​ ​ ​ Warrant liability ​ 1,069,150 ​ 527,050 Total Non-current Liabilities ​ 1,069,150 ​ 527,050 TOTAL LIABILITIES ​ 2,912,665 ​ 1,735,029 ​ ​ ​ ​ ​ ​ ​ Commitments and Contingencies (Note 8) ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock subject to possible redemption; 200,000,000 shares authorized; 23,000,000 shares issued and outstanding subject to possible redemption at redemption value ​ 240,509,813 ​ 237,984,513 ​ ​ ​ ​ ​ ​ ​ Stockholders’ Deficit ​ ​ Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding ​ — ​ — Class A common stock, $ 0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 23,000,000 shares subject to possible redemption) ​ — ​ — Class B common stock, $ 0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding ​ 575 ​ 575 Additional paid-in capital ​ — ​ — Accumulated deficit ​ ( 2,797,987 ) ​ ( 1,457,152 ) Total Stockholders’ Deficit ​ ( 2,797,412 ) ​ ( 1,456,577 ) TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT ​ $ 240,625,066 ​ $ 238,262,965 ​ The accompanying notes are an integral part of these unaudited condensed financial statements. ​ 1 Table of Contents SOUTHPORT ACQUISITION CORPORATION CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months ​ ​ Ended ​ ​ March 31, ​ 2023 2022 Operating costs: ​ ​ ​ ​ ​ ​ Insurance expense ​ $ 129,063 ​ $ 129,063 Administrative expense ​ 22,092 ​ 61,500 Legal and accounting expenses ​ 76,671 ​ 264,030 Franchise tax expense ​ 49,315 ​ 49,315 Bank fees ​ 1,637 ​ 556 Total expenses ​ 278,778 ​ 504,464 Loss from operations ​ ( 278,778 ) ​ ( 504,464 ) ​ ​ ​ ​ ​ ​ ​ Other income (loss): ​ ​ ​ Change in fair value of warrant liability ​ ( 542,100 ) ​ 10,852,000 Dividend income on marketable securities held in Trust Account ​ ​ 2,525,300 ​ ​ — Unrealized gain on marketable securities held in Trust Account ​ — ​ 22,304 Other income ​ ​ 1,983,200 ​ ​ 10,874,304 Income before provision for income taxes ​ ​ 1,704,422 ​ ​ 10,369,840 Provision for income taxes ​ ​ ( 519,957 ) ​ ​ — Net income ​ $ 1,184,465 ​ $ 10,369,840 ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding of redeemable Class A common stock ​ 23,000,000 ​ 23,000,000 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share, redeemable Class A common stock ​ $ 0.06 ​ $ 0.36 ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding of non-redeemable Class B common stock ​ 5,750,000 ​ 5,000,000 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net (loss) income per share, non-redeemable Class B common stock ​ $ ( 0.05 ) ​ $ 0.36 ​ The accompanying notes are an integral part of these unaudited condensed financial statements. ​ 2 Table of Contents SOUTHPORT ACQUISITION CORPORATION CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT (UNAUDITED) ​ FOR THE THREE MONTHS ENDED MARCH 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Subject to possible ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ ​ Redemption ​ ​ Class B common stock ​ Paid-in ​ Accumulated ​ Stockholders’ ​ ​ Shares ​ Amount Shares Amount Capital Deficit Deficit Balance – January 1, 2023 23,000,000 ​ $ 237,984,513 ​ ​ 5,750,000 ​ $ 575 ​ $ — ​ $ ( 1,457,152 ) ​ $ ( 1,456,577 ) Remeasurement of Class A common stock subject to possible redemption — ​ 2,525,300 ​ ​ — ​ — ​ ​ — ​ ( 2,525,300 ) ​ ( 2,525,300 ) Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,184,465 ​ ​ 1,184,465 Balance – March 31, 2023 (unaudited) ​ 23,000,000 ​ ​ 240,509,813 ​ ​ 5,750,000 ​ ​ 575 ​ ​ — ​ ​ ( 2,797,987 ) ​ ​ ( 2,797,412 ) ​ FOR THE THREE MONTHS ENDED MARCH 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Subject to possible ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ ​ Redemption ​ ​ Class B common stock ​ Paid-in ​ Accumulated ​ Stockholders’ ​ Shares ​ Amount Shares ​ Amount ​ Capital ​ Deficit ​ Deficit Balance – January 1, 2022 23,000,000 $ 234,600,690 ​ 5,750,000 $ 575 ​ $ — $ ( 24,256,277 ) $ ( 24,255,702 ) Remeasurement of Class A common stock subject to possible redemption — ​ 22,304 ​ — ​ — ​ — ​ ( 22,304 ) ​ ( 22,304 ) Net income — ​ — ​ — ​ — ​ — ​ 10,369,840 ​ 10,369,840 Balance – March 31, 2022 (unaudited) 23,000,000 ​ $ 234,622,994 ​ 5,750,000 ​ $ 575 ​ $ — ​ $ ( 13,908,741 ) ​ $ ( 13,908,166 ) ​ The accompanying notes are an integral part of these unaudited condensed financial statements. ​ 3 Table of Contents SOUTHPORT ACQUISITION CORPORATION CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months ​ ​ Ended ​ ​ March 31, ​ ​ 2023 ​ 2022 Cash Flows Used in Operating Activities: ​ ​ Net income ​ $ 1,184,465 ​ $ 10,369,840 Adjustments to reconcile net income to net cash provided by (used in) operating activities: ​ ​ ​ ​ Unrealized gain on marketable securities held in Trust Account ​ — ​ ( 22,304 ) Accrued dividend on marketable securities held in Trust Account ​ ​ ( 912,193 ) ​ ​ — Change in fair value of warrant liabilities ​ 542,100 ​ ( 10,852,000 ) Changes in operating assets and liabilities: ​ ​ ​ ​ Accounts payable and accrued expenses ​ 635,536 ​ 255,942 Accrued offering costs ​ — ​ ( 611,444 ) Prepaid expenses ​ 129,062 ​ ( 643,063 ) Net cash provided by (used in) operating activities ​ 1,578,970 ​ ( 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: ​ ​ ​ ​ Due from related party ​ — ​ 83,581 Net cash provided by financing activities ​ — ​ 83,581 ​ ​ ​ ​ ​ ​ ​ Net Change in Cash ​ ( 34,137 ) ​ ( 1,419,448 ) Cash – Beginning of period ​ 50,858 ​ 1,950,543 Cash – End of period ​ $ 16,721 ​ $ 531,095 ​ ​ ​ ​ ​ ​ ​ Supplemental Non-Cash Investing and Financing Activities: ​ ​ ​ ​ Remeasurement of Class A common stock subject to possible redemption ​ $ 2,525,300 ​ $ 22,304 ​ The accompanying notes are an integral part of these unaudited condensed financial statements. ​ 4 Table of Contents SOUTHPORT ACQUISTION CORPORATION NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED) Note 1. 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 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. 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. 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 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. 5 Table of Contents Going Concern 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. 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. Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. 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, 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 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 The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (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 Securities Exchange Act of 1934, as amended (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. 6 Table of Contents Use of 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. 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 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 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. Fair Value of Financial Instruments 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. 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). 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; and ● 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. 7 Table of Contents 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 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 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 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 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 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). 8 Table of Contents 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 $ 230,000,000 Less: ​ ​ Proceeds allocated to public warrants ​ ( 10,060,000 ) Offering costs allocated to Class A common stock subject to possible redemption ​ ( 13,325,704 ) Add: ​ ​ Remeasurement of Class A common stock subject to possible redemption ​ 27,986,394 Class A common stock subject to possible redemption, December 31, 2021 ​ ​ 234,600,690 Remeasurement of Class A common stock subject to possible redemption ​ 3,383,823 Class A common stock subject to possible redemption, December 31, 2022 ​ ​ 237,984,513 Remeasurement of Class A common stock subject to possible redemption ​ ​ 2,525,300 Class A common stock subject to possible redemption, March 31, 2023 ​ $ 240,509,813 ​ Income Taxes 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. 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 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 (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 (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 ​ ​ March 31, 2023 Net income ​ $ 1,184,465 Less: Remeasurement of Class A redeemable shares to redemption value ​ ( 2,525,300 ) Net income excluding accretion of Class A redeemable shares to redemption value ​ $ ( 1,340,835 ) ​ 9 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ March 31, 2023 ​ ​ ​ ​ Class A Class B Total Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on ownership percentage ​ ​ 947,572 ​ ​ 236,893 ​ ​ 1,184,465 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Accretion allocation based on ownership percentage ​ ( 2,020,240 ) ​ ( 505,060 ) ​ ( 2,525,300 ) ​ Plus: Accretion applicable to Class A redeemable shares ​ 2,525,300 ​ — ​ 2,525,300 ​ Total income (loss) based on ownership percentage ​ $ 1,452,632 ​ $ ( 268,167 ) ​ $ 1,184,465 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 23,000,000 ​ 5,750,000 ​ ​ Basic and diluted net income (loss) per share ​ $ 0.06 ​ $ ( 0.05 ) ​ ​ ​ ​ ​ ​ ​ ​ For the Three ​ ​ Months Ended ​ ​ March 31, 2022 Net income ​ $ 10,369,840 Less: Remeasurement of Class A redeemable shares to redemption value ​ ( 22,304 ) Net income excluding accretion of Class A redeemable shares to redemption value ​ $ 10,347,536 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ March 31, 2022 ​ ​ ​ ​ ​ Class A ​ Class B ​ Total Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on ownership percentage ​ 8,295,872 ​ 2,073,968 ​ 10,369,840 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Accretion allocation based on ownership percentage ​ ( 17,843 ) ​ ( 4,461 ) ​ ( 22,304 ) ​ Plus: Accretion applicable to Class A redeemable shares ​ 22,304 ​ — ​ 1,399,231 ​ Total income based on ownership percentage ​ $ 8,300,333 ​ $ 2,069,507 ​ $ 10,369,840 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 23,000,000 ​ 5,750,000 ​ ​ Basic and diluted net income per share ​ $ 0.36 ​ $ 0.36 ​ ​ ​ 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. 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. 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. 10 Table of Contents Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 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 instruments. 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. The Company evaluated the effect the updated standard has on its financial position, results of operations or financial statement disclosure and determined there is no material impact. 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. Note 3. 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. 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 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). Note 4. 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 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. Note 5. Related Party Transactions Founder Shares 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 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, 11 Table of Contents with the related closing of the additional 3,000,000 covered by the option occurring on December 14, 2021. Accordingly, no Founder Shares remain subject to forfeiture. 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 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. 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 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 March 31, 2023 and December 31, 2022, the Company owed $ 244,550 . 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. 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 months ended March 31, 2023, and 2022, the Company has paid $ 10,500 and $ 34,000 , respectively, under the agreement. Note 6. 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 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 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). 12 Table of Contents 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 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. 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. Note 7. Warrants 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. 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. No fractional shares will be issued upon exercise of the Public Warrants. 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 13 Table of Contents 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; and ● 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; and ● 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 14 Table of Contents 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. 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 15 Table of Contents 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. Note 8. Commitments and Contingencies Registration rights 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. In addition, the underwriter was entitled to a deferred fee of $ 0.35 per Unit, or $ 8,050,000 in the aggregate, 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. Note 9. 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 ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Marketable securities held in trust account ​ $ 240,509,813 ​ $ — ​ $ — Liabilities: ​ ​ ​ ​ ​ Public Warrants ​ $ 530,150 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ 539,000 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ (Level 1) (Level 2) (Level 3) Assets: ​ ​ ​ Marketable securities held in trust account $ 237,984,513 $ — $ — Liabilities: ​ ​ ​ ​ ​ ​ Public Warrants $ 261,050 $ — $ — Private Placement Warrants $ — $ 266,000 $ — ​ 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. As 16 Table of Contents 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. 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended March 31, 2023 ​ ​ ​ ​ Private ​ ​ ​ ​ ​ Public ​ Placement ​ Warrant ​ Warrants Warrants Liability Derivative warrant liabilities as of December 31, 2022 ​ $ 261,050 ​ $ 266,000 ​ $ 527,050 Change in fair value ​ 269,100 ​ 273,000 ​ 542,100 Derivative warrant liabilities as of March 31, 2023 $ 530,150 $ 539,000 $ 1,069,150 ​ Measurement 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 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: ​ ​ ​ ​ ​ ​ ​ Private ​ ​ Placement ​ Inputs: Warrants Common stock price ​ $ 10.40 Exercise price ​ $ 11.50 ​ Risk-free rate of interest ​ 3.56 % Volatility ​ 0.00 % Term ​ 5.17 ​ Warrant to buy one share ​ $ 0.05 ​ Dividend yield ​ 0.00 % ​ ​ ​ 17 Table of Contents Note 10. Income Taxes 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. ​ Note 11. 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. ​ ​ 18 Table of Contents