What changed in this filing

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Item 1. Financial Statements

2023-10-05 compared with 2023-07-17 · 202 added, 82 removed, 385 unchanged (42% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

March 31, 2023

June 30, 2023

Current Assets:

10 unchanged sentences

Due to related party

Share redemptions payable

Total Current Liabilities

6 unchanged sentences

200,000,000 shares authorized;

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

4,150,065 and 23,000,000 shares issued and outstanding subject to possible redemption at redemption value as of June 30, 2023 and December 31, 2022, respectively

Stockholders’ Deficit

4 unchanged sentences

200,000,000 shares authorized;

none issued and outstanding (excluding 23,000,000 shares subject to possible redemption)

4,200,000 issued and outstanding (excluding 4,150,065 shares subject to possible redemption) as of June 30, 2023 and none issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of December 31, 2022

Class B common stock, $ 0.0001 par value;

20,000,000 shares authorized;

5,750,000 shares issued and outstanding

1,550,000 and 5,750,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

10 unchanged sentences

For the Three Months

For the Six Months

Operating costs:

7 unchanged sentences

Change in fair value of warrant liability

Financing expense

Dividend income on marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

Income before provision for income taxes

Provision for income taxes

( 1,110,969 )

Weighted average shares outstanding of redeemable Class A common stock

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

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

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

Basic and diluted net income per share, redeemable Class A common stock (see Note 2)

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

Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock (see Note 2)

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

1 unchanged sentence

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

FOR THE THREE MONTHS ENDED MARCH 31, 2023

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Class A common stock

Subject to possible

Class A common stock

Class B common stock

9 unchanged sentences

( 2,797,412 )

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Sponsor conversion of Class B common stock

( 4,200,000 )

Sponsor capital contribution for non-redemption agreements

Redemption of Class A common stock

( 18,849,935 )

( 197,694,657 )

Remeasurement of Class A common stock subject to possible redemption

( 2,017,247 )

( 2,404,208 )

Balance – June 30, 2023 (unaudited)

( 3,157,987 )

( 3,157,412 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Class A common stock

Subject to possible

Class A common stock

Class B common stock

7 unchanged sentences

( 13,908,166 )

Remeasurement of Class A common stock subject to possible redemption

Balance – June 30, 2022 (unaudited)

( 10,848,512 )

( 10,847,937 )

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months

For the Six Months

Cash Flows 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

Accrued dividend on marketable securities held in Trust Account

( 1,005,796 )

Change in fair value of warrant liabilities

( 14,279,000 )

Sponsor capital contribution for non-redemption agreements

Changes in operating assets and liabilities:

1 unchanged sentence

Accrued offering costs

Due to related party

Prepaid expenses

2 unchanged sentences

Cash Flow Used in Investing Activities:

Reinvestment of dividends on marketable securities held in Trust Account

Purchases of marketable securities held in Trust Account

( 4,383,712 )

Proceeds from marketable securities held in Trust Account

Net cash used in investing activities

1 unchanged sentence

Cash Flows from Financing Activities:

Due from related party

Repayment of amounts due from related party

Payments made by related party on behalf of the Company

Net cash provided by financing activities

5 unchanged sentences

Remeasurement of Class A common stock subject to possible redemption

Share redemptions payable

Excess fair value of Class B common stock transferred by Sponsor

Supplemental Cash Flow Information:

Cash paid for taxes

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 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.

As of June 30, 2023, the Company had not yet commenced any operations.

All activity from inception through June 30, 2023 related 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.

5 unchanged sentences

(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).

On June 9, 2023, the Company held a special meeting of stockholders (the “Special Meeting”) where the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to extend the time that the Company has to consummate its initial Business Combination (the “Extension”) 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 (the “Extension Amendment Proposal”), 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”).

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 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 had 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.

Continental Stock Transfer & Trust Company (the “Trustee”) processed the redemptions and withdrew the $ 197,694,657 payable to the holders redeeming 18,849,935 shares of Class A common stock on July 7, 2023 (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.

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.

As of June 30, 2023 and December 31, 2022, the Company had cash of $ 461,464 and $ 50,858 , respectively, and working capital deficit of $ 199,924,069 and $ 929,527 , respectively.

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

10 unchanged sentences

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.

The interim results for the three and six months ended June 30, 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 $ 16,721 and $ 50,858 of cash and no cash equivalents as of March 31, 2023 and December 31, 2022, respectively.

The Company had $ 461,464 and $ 50,858 of cash and no cash equivalents as of June 30, 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.

The Trustee redeemed $ 197,694,657 of marketable securities held in the Trust Account to pay the holders redeeming 18,849,935 shares of Class A common stock on July 7, 2023 (see Note 11).

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

As of June 30, 2023 and December 31, 2022, derivative liabilities are comprised of the warrant liability of $ 928,000 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 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.

Accordingly, at June 30, 2023 and December 31, 2022, 4,150,065 and 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, respectively.

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).

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:

For the three and six months ended June 30, 2023, the Company has recorded accretion of $ 2,404,208 and $ 4,929,508 , respectively, and recorded a share redemptions payable amount of $ 197,694,657 to remeasure the value of Class A common stock subject to possible redemption value to $ 45,219,364 .

The share redemptions payable was recorded as of June 30, 2023 to reflect the June 9, 2023 redemptions that were not processed by the Trustee until July 7, 2023.

As the holders properly exercised their right to redeem their shares for cash on June 9, 2023, the value of Class A common stock subject to possible redemption should be decreased by the $ 197,694,657 cash value of the redemption to reflect amounts that are subject to possible redemption by the remaining holders of 4,150,065 Class A common stock.

As of June 30, 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

9 unchanged sentences

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

Share redemptions payable

( 197,694,657 )

Remeasurement of Class A common stock subject to possible redemption

Class A common stock subject to possible redemption, June 30, 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 March 31, 2023.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 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.

5 unchanged sentences

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.

Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the three and six months ended June 30, 2023 as a result of shareholder redemptions.

For the three and six months ended June 30, 2023, 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, 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

June 30, 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

( 1,340,835 )

For the Three Months Ended

March 31, 2023

June 30, 2023

Class A and Class B

Redeemable Shares

Non-redeemable shares

Total number of shares

Ownership percentage

Net income allocated based on ownership percentage

Accretion allocation based on ownership percentage

Weighted average shares ratio

Net income allocated based on weighted average shares ratio

Accretion allocation based on weighted average shares ratio

( 1,837,643 )

1 unchanged sentence

Accretion applicable to Class A redeemable shares

Total income (loss) based on ownership percentage

Total income (loss) based on weighted average shares ratio

Weighted average shares outstanding

Basic and diluted net income (loss) per share

For the Six Months Ended

June 30, 2023

Remeasurement of Class A redeemable shares to redemption value

( 4,929,508 )

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

( 2,087,796 )

For the Six Months Ended

June 30, 2023

Class A and Class B

Redeemable Shares

Non-redeemable shares

Total number of shares

Weighted average shares ratio

Net income allocated based on weighted average shares ratio

Accretion allocation based on weighted average shares ratio

( 3,862,435 )

( 1,067,073 )

( 4,929,508 )

Accretion applicable to Class A redeemable shares

Total income (loss) based on weighted average shares ratio

Weighted average shares outstanding

Basic and diluted net income (loss) per share

For the Three

March 31, 2022

June 30, 2022

Remeasurement of Class A redeemable shares to redemption value

1 unchanged sentence

For the Three Months Ended

March 31, 2022

June 30, 2022

Redeemable Shares

Class A and Class B

Non-redeemable shares

Total number of shares

6 unchanged sentences

Basic and diluted net income per share

June 30, 2022

Remeasurement of Class A redeemable shares to redemption value

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

For the Six Months Ended

June 30, 2022

Class A and Class B

Redeemable Shares

Non-redeemable shares

Total number of shares

Ownership percentage

Net income allocated based on ownership percentage

Accretion allocation based on ownership percentage

Accretion applicable to Class A redeemable shares

Total income based on ownership percentage

Weighted average shares outstanding

Basic and diluted net income per share

Related Parties

3 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 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.

As of June 30, 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 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.

As of June 30, 2023 and December 31, 2022, $ 242,914,021 and $ 237,984,513 was held in the Trust Account, respectively.

As of June 30, 2023 and December 31, 2022, the Company recorded $ 197,694,657 and zero , respectively, for amounts related to the cash value of redemptions payable to holders of Class A common stock that exercised their right to redeem Class A common stock for cash.

In addition, as of June 30, 2023 and December 31, 2022, $ 461,464 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.

10 unchanged sentences

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,

with the related closing of the additional 3,000,000 covered by the option occurring on December 14, 2021.

On December 13, 2021, the underwriter for the IPO exercised its over-allotment option in full, with the related closing of the additional 3,000,000 covered by the option occurring on December 14, 2021.

Accordingly, no Founder Shares remain subject to forfeiture.

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 Founder Shares 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 had 1,550,000 shares of Class B common stock issued and outstanding.

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:

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

As of June 30, 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 .

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

As of June 30, 2023 and December 31, 2022, the Company owed $ 296,207 and $ 244,550 , respectively.

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

For the three and six months ended June 30, 2023, the Company has paid $ 10,500 under the agreement.

For the three and six months ended June 30, 2022, the Company has paid $ 10,500 and $ 51,000 , 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 March 31, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

At June 30, 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).

Accordingly, at June 30, 2023 and December 31, 2022, there were 8,350,065 and 23,000,000 shares of Class A common stock issued and outstanding , including 4,150,065 and 23,000,000 shares of Class A common stock subject to possible redemption, respectively.

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.

2 unchanged sentences

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).

Accordingly, as of June 30, 2023 and December 31, 2022, there were 1,550,000 and 5,750,000 shares of Class B common stock issued and outstanding , respectively.

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.

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 has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file a post-effective amendment to the IPO Registration Statement or a new registration statement, in the Company’s discretion, with the SEC, under the Securities Act covering the sale of the Class A common stock issuable upon exercise of the Public Warrants.

The Company will use its commercially reasonable efforts to cause such post-effective amendment or new registration statement, as the case may be, to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement.

17 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.

Accordingly, the warrants may expire worthless.

12 unchanged sentences

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.

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.

There has been no change in the classification of the warrants as of June 30, 2023.

Commitments and Contingencies

12 unchanged sentences

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

Non-redemption Agreements

On May 25, 2023, the Company and the Sponsor entered into 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.

The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”).

The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor, and recognized the excess fair value of the transferred Class B common stock as a financing expense on the condensed statements of operations for the three and six months ended June 30, 2023.

The Company determined the excess fair value of the 500,000 Class B shares transferred to such third parties upon the consummation of the Extension to be $ 386,961 .

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

Recurring Fair Value Measurments

The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2023, and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

June 30, 2023

Marketable securities held in trust account

Share redemptions payable

Public Warrants

2 unchanged sentences

Marketable securities held in trust account

Share redemptions payable

Public Warrants

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 .

At June 30, 2023, and December 31, 2022, the Company’s warrant liability was valued at $ 928,000 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.

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 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 following table presents fair value information for the three and six months ended June 30, 2023, and 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

For the Three and Six Months Ended June 30, 2023

Derivative warrant liabilities as of December 31, 2022

1 unchanged sentence

Derivative warrant liabilities as of March 31, 2023

Establishment of share repurchase liability

Change in fair value

Derivative warrant liabilities as of June 30, 2023

For the Three and Six Months Ended June 30, 2022

Derivative warrant liabilities as of December 31, 2021

Change in fair value

( 5,393,000 )

( 5,459,000 )

( 10,852,000 )

Derivative warrant liabilities as of March 31, 2022

Change in fair value

( 1,863,000 )

( 1,564,000 )

( 3,427,000 )

Derivative warrant liabilities as of June 30, 2022

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

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 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:

As of June 30, 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 June 30, 2023.

The key inputs into the lattice model and Monte Carlo simulation model formula to fair value the private placement warrants were as follows at June 30, 2023 and 2022:

Common stock price

3 unchanged sentences

Dividend yield

Non-recurring Fair Value Measurements

On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties (see Note 8).

The Company accounts for the excess fair value of the Class B shares transferred from the Sponsor to the unaffiliated third parties as a capital contribution by the Sponsor and recorded a financing expense in accordance with SAB Topic 5T.

The Company estimated the fair value of the 500,000 Class B shares transferred upon the consummation of the Extension at $ 387,000 , or $ 0.77 per share.

The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of an Initial Business Combination and applying a discount for lack of marketablility (“DLOM”).

The Company utilized June 9, 2023, the date of the consummation of the Extension, as the measurement date.

The following are the key inputs into the calculation at the measurement date:

Common stock price

Estimated probability of an Initial Business Combination

Estimated volatility

Risk-free rate

Time to expiration

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.

During the three and six months ended June 30, 2023, the Company recorded an income tax provision of $ 591,012 and $ 1,110,969 , respectively, and our effective tax rate was 26.3 % and 28.1 %, respectively.

The effective tax rate differs from the Federal statutory tax rate of 21 % due to changes in the fair value of warrant liabilities and valuation allowance on the deferred tax assets.

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.

As such, the Company recorded a full valuation allowance against net deferred tax assets as of June 30, 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.

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.

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

On July 7, 2023, the Trustee processed the June 9, 2023 redemptions of 18,849,935 shares of Class A common stock and withdrew $ 197,694,657 from the Trust Account to settle outstanding amounts due to the holders who exercised their rights to redeem their shares for cash.

On August 22, 2023, the Company received notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with th NYSE’s continued listing requirements under the timely filing criteria set forth in Section 802.01E of the NYSE Listed Company Manual since the Company did not file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 with the SEC on or before August 21, 2023, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended.

The NYSE informed the Company that, under the NYSE’s rules, the Company can regain compliance with the NYSE’s continued listing requirements by filing the Form 10-Q with the SEC at any time prior to February 21, 2024.

On September 11, 2023, the Board approved the extension of the date by which the Company must consummate an initial business combination from September 14, 2023 to October 14, 2023 (the “First Extension”).

The First Extension is the first of six one-month extensions permitted under the Company’s Amended and Restated Certificate of Incorporation.

In connection with the First Extension, the Sponsor, transferred 166,666 shares of the Company’s Class B common stock held by the Sponsor to unaffiliated third parties in accordance with those certain voting and non-redemption agreements previously entered into between the Sponsor and such third parties.

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