What changed in this filing

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Item 1. Financial Statements

2023-11-13 compared with 2023-10-05 · 181 added, 102 removed, 485 unchanged (37% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

June 30, 2023

September 30, 2023

Current Assets:

10 unchanged sentences

Due to related party

Share redemptions payable

Excise tax liability

Total Current Liabilities

6 unchanged sentences

200,000,000 shares authorized;

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

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

Stockholders’ Deficit

4 unchanged sentences

200,000,000 shares authorized;

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

4,200,000 issued and outstanding (excluding 4,150,065 shares subject to possible redemption) as of September 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;

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

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

Additional paid-in capital

10 unchanged sentences

For the Three Months

For the Six Months

For the Nine Months

September 30,

Operating costs:

5 unchanged sentences

Loss from operations

( 1,223,744 )

Other income (loss):

5 unchanged sentences

( 1,253,934 )

Net (loss) income

Weighted average shares outstanding of redeemable Class A common stock

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

Basic and diluted net (loss) 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)

Basic and diluted net income (loss) 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 AND SIX MONTHS ENDED JUNE 30, 2023

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

Class A common stock

9 unchanged sentences

( 2,525,300 )

Balance – March 31, 2023 (unaudited)

Balance – March 31, 2023

( 2,797,987 )

6 unchanged sentences

( 197,694,657 )

Trust Account withdrawal for tax payments

Remeasurement of Class A common stock subject to possible redemption

1 unchanged sentence

( 2,864,208 )

Balance – June 30, 2023 (unaudited)

Balance – June 30, 2023

( 3,157,987 )

( 3,157,412 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Excise tax liability

( 1,976,947 )

Sponsor cash capital contribution

Sponsor capital contribution for non-redemption agreements

Trust Account withdrawal for tax payments

( 1,827,729 )

Remeasurement of Class A common stock subject to possible redemption

Balance – September 30, 2023

( 4,048,919 )

( 3,712,358 )

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Class A common stock

7 unchanged sentences

Remeasurement of Class A common stock subject to possible redemption

Balance – March 31, 2022 (unaudited)

Balance – March 31, 2022

( 13,908,741 )

1 unchanged sentence

Remeasurement of Class A common stock subject to possible redemption

Balance – June 30, 2022 (unaudited)

Balance – June 30, 2022

( 10,848,512 )

( 10,847,937 )

Remeasurement of Class A common stock subject to possible redemption

( 1,065,967 )

Gain on waiver of deferred underwriting fee

Balance – September 30, 2022

( 2,558,021 )

( 2,557,446 )

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months

For the Nine Months

September 30,

Cash Flows Used in Operating Activities:

1 unchanged sentence

Accrued dividend on marketable securities held in Trust Account

( 1,005,796 )

Change in fair value of warrant liabilities

12 unchanged sentences

Proceeds from marketable securities held in Trust Account

Net cash used in investing activities

( 3,923,712 )

Net cash provided by (used in) investing activities

Cash Flows from Financing Activities:

Payment to Class A common stockholders for redemptions

( 197,694,657 )

Cash capital contribution from Sponsor

Repayment of amounts due from related party

Payments made by related party on behalf of the Company

Net cash provided by financing activities

Net cash (used in) provided by financing activities

( 197,494,657 )

Net Change in Cash

4 unchanged sentences

Remeasurement of Class A common stock subject to possible redemption

Share redemptions payable

Trust Account withdrawal for tax payments

( 2,287,729 )

Excess fair value of Class B common stock transferred by Sponsor

Excise tax liability

Gain on waiver of deferred underwriting fee

Supplemental Cash Flow Information:

7 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 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.

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

All activity from inception through September 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.

13 unchanged sentences

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).

On September 11, 2023, the board of directors of the Company 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.

On October 11, 2023, the board of directors of the Company approved the further extension of the date by which the Company must consummate an initial Business Combination from October 14, 2023 to November 14, 2023 (the “Second Extension”).

The Second Extension is the second of six one-month extensions permitted under the Company’s amended and restated certificate of incorporation (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 June 30, 2023.

Management is currently evaluating the impact of the Russia-Ukraine war, the war in Israel, 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 September 30, 2023.

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

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations.

The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

The IR Act applies only to repurchases that occur after December 31, 2022.

On July 7, 2023, 18,849,935 shares of Class A common stock were redeemed by the Company’s stockholders for a total of $ 197,694,657 in connection with the stockholder vote to approve the Company’s Extension Amendment Proposal.

The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”.

ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote.

A contingent liability must be reviewed at each reporting period to determine appropriate treatment.

The Company evaluated the current status and probability of completing an initial Business Combination as of September 30, 2023 and determined that a contingent liability should be calculated and recorded.

As of September 30, 2023, the Company recorded $ 1,976,947 of excise tax liability calculated as 1% of shares redeemed.

Going Concern

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.

As of September 30, 2023 and December 31, 2022, the Company had cash of $ 2,351,814 and $ 50,858 , respectively, and working capital deficit of $ 2,459,358 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).

Management plans to address this uncertainty through capital contributions or 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.

7 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 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.

The interim results for the three and nine months ended September 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 $ 461,464 and $ 50,858 of cash and no cash equivalents as of June 30, 2023 and December 31, 2022, respectively.

The Company had $ 2,351,814 and $ 50,858 of cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively.

Marketable Securities Held in Trust Account

7 unchanged sentences

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 .

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).

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.

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 June 30, 2023 and December 31, 2022, derivative liabilities are comprised of the warrant liability of $ 928,000 and $ 527,050 , respectively.

As of September 30, 2023 and December 31, 2022, derivative liabilities are comprised of the warrant liability of $ 1,253,000 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 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.

Accordingly, at September 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.

1 unchanged sentence

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 .

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:

For the three and nine months ended September 30, 2023, the Company has recorded (depreciation) accretion of $( 1,096,533 ) and $ 3,832,975 , 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 $ 44,122,831 .

As of September 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

11 unchanged sentences

( 197,694,657 )

Trust Account withdrawal for tax payments

Remeasurement of Class A common stock subject to possible redemption

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

Trust Account withdrawal for tax payments

( 1,827,729 )

Remeasurement of Class A common stock subject to possible redemption

Class A common stock subject to possible redemption, September 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 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.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023.

The Company did not timely file its 2022 federal and state tax returns which could result in significant payments, accruals or material deviation from its position, other.

Net Income (Loss) Per Common Stock

4 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 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.

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 nine months ended September 30, 2023 as a result of shareholder redemptions.

For the three and nine months ended September 30, 2022, 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

June 30, 2023

September 30, 2023

Trust Account withdrawals for tax payments

Remeasurement of Class A redeemable shares to redemption value

( 2,404,208 )

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

Net income excluding accretion of Class A redeemable shares to redemption value from remeasurement and Trust Account withdrawals for tax payments

For the Three Months Ended

June 30, 2023

September 30, 2023

Class A and Class B

4 unchanged sentences

Net income allocated based on weighted average shares ratio

Accretion allocation based on weighted average shares ratio

Trust Account withdrawals for tax payments based on weighted average shares ratio

Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio

Accretion applicable to Trust Account withdrawals for tax payments

( 1,827,729 )

Accretion applicable to Class A redeemable shares

Total income (loss) based on weighted average shares ratio

Accretion applicable to remeasurement of Class A redeemable shares to redemption value

Total (loss) income 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

Basic and diluted net (loss) income per share

For the Nine Months Ended

September 30, 2023

Trust Account withdrawals for tax payments

Remeasurement of Class A redeemable shares to redemption value

( 6,120,704 )

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

Net income excluding accretion of Class A redeemable shares to redemption value from remeasurement and Trust Account withdrawals for tax payments

( 1,001,781 )

For the Six Months Ended

June 30, 2023

For the Nine Months Ended

September 30, 2023

Class A and Class B

4 unchanged sentences

Net income allocated based on weighted average shares ratio

Accretion allocation based on weighted average shares ratio

Trust Account withdrawals for tax payments based on weighted average shares ratio

Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio

( 4,440,608 )

1 unchanged sentence

( 6,120,704 )

Accretion applicable to Class A redeemable shares

Accretion applicable to Trust Account withdrawals for tax payments

( 2,287,729 )

Accretion applicable to remeasurement of Class A redeemable shares to redemption value

Total income (loss) based on weighted average shares ratio

2 unchanged sentences

For the Three

June 30, 2022

September 30, 2022

Remeasurement of Class A redeemable shares to redemption value

( 1,065,967 )

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

For the Three Months Ended

June 30, 2022

September 30, 2022

Redeemable Shares

5 unchanged sentences

Accretion allocation based on ownership percentage

Accretion applicable to Class A redeemable shares

( 1,065,967 )

Accretion applicable to remeasurement of Class A redeemable shares to redemption value

Total income based on ownership percentage

1 unchanged sentence

Basic and diluted net income per share

June 30, 2022

September 30, 2022

Remeasurement of Class A redeemable shares to redemption value

( 1,399,231 )

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

For the Six Months Ended

June 30, 2022

For the Nine Months Ended

September 30, 2022

Class A and Class B

5 unchanged sentences

Accretion allocation based on ownership percentage

Accretion applicable to Class A redeemable shares

( 1,119,385 )

( 1,399,231 )

Accretion applicable to remeasurement of Class A redeemable shares to redemption value

Total income based on ownership percentage

6 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 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.

As of September 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 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.

As of September 30, 2023 and December 31, 2022, $ 44,122,831 and $ 237,984,513 was held in the Trust Account, respectively.

As of September 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 September 30, 2023 and December 31, 2022, $ 2,351,814 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.

25 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 June 30, 2023 and December 31, 2022, no Working Capital Loans were outstanding.

As of September 30, 2023 and December 31, 2022, no Working Capital Loans were outstanding.

Due to Related Party

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.

As of September 30, 2023 and December 31, 2022, the Company owed $ 287,889 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 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.

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

For the three and nine months ended September 30, 2022, the Company has paid $ 21,000 and $ 72,000 , respectively, under the agreement.

Sponsor Cash Capital Contribution

On September 24, 2023, the Sponsor made a capital contribution in the amount of $ 200,000 to the Company to fund outstanding payments to vendors.

The Sponsor intends to continue providing cash to satisfy working capital obligations as needed through capital contributions.

The Company has recorded the cash received from the Sponsor as a capital contribution in additional paid-in capital.

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 June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

At September 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.

1 unchanged sentence

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.

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.

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.

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.

Accordingly, at September 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.

3 unchanged sentences

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.

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.

Accordingly, as of September 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.

13 unchanged sentences

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.

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.

37 unchanged sentences

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 June 30, 2023.

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

Commitments and Contingencies

16 unchanged sentences

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 .

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 and the 166,666

Class B shares transferred to such third parties in connection with the First Extension to be $ 135,986 and recorded financing expenses of $ 135,986 and $ 522,948 for the three and nine months ended September 30, 2023, respectively.

Fair Value Measurements

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

Recurring Fair Value Measurements

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

September 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 June 30, 2023, and December 31, 2022, the Company’s warrant liability was valued at $ 928,000 and $ 527,050 .

At September 30, 2023, and December 31, 2022, the Company’s warrant liability was valued at $ 1,253,000 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.

2 unchanged sentences

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 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 following table presents fair value information for the three and nine months ended September 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 and Six Months Ended June 30, 2023

For the Three and Nine Months Ended September 30, 2023

Derivative warrant liabilities as of December 31, 2022

4 unchanged sentences

Derivative warrant liabilities as of June 30, 2023

For the Three and Six Months Ended June 30, 2022

Share repurchase payment

( 197,694,657 )

Change in fair value

Derivative warrant liabilities as of September 30, 2023

For the Three and Nine Months Ended September 30, 2022

Derivative warrant liabilities as of December 31, 2021

9 unchanged sentences

Derivative warrant liabilities as of June 30, 2022

Change in fair value

Derivative warrant liabilities as of September 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.

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 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:

determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date.

As of September 30, 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 September 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 September 30, 2023 and 2022:

September 30,

Common stock price

7 unchanged sentences

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:

In connection with the First Extension, the Sponsor transferred an additional 166,666 Class B shares to the unaffiliated third parties under the terms of the Non-Redemption Agreements.

The Company estimated the fair value of the 166,666 Class B shares transferred at $ 136,000 , or $ 0.82 per share.

The Company utilized June 9, 2023, the date of the consummation of the Extension, as the measurement date for the transfer of the 500,000 Class B shares and September 30, 2023 as the measurement date for the transfer of the 166,666 shares.

The following are the key inputs into the calculations at the measurement dates:

September 30,

Common stock price

4 unchanged sentences

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

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.

During the three and nine months ended September 30, 2023, the Company recorded an income tax provision of $ 142,965 and $ 1,253,934 , respectively, and our effective tax rate was 107.94 % and 30.70 %, 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 June 30, 2023.

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 September 30, 2023.

Subsequent Events

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.

On October 11, 2023, the board of directors of the Company approved the extension of the date by which the Company must consummate an initial Business Combination from October 14, 2023 to November 14, 2023.

The Second Extension is the second of six one-month extensions permitted under the Company’s amended and restated certificate of incorporation.

In connection with the Second 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.

On October 26, 2023, the Company paid $ 362,282 for its 2022 federal income taxes, $ 1,050,000 for its estimated second and third quarter 2023 federal income taxes, and $ 290,754 for 2022 and 2023 Delaware franchise tax payments.

On October 6, 2023 and October 25, 2023, the Sponsor made additional capital contributions in cash of $ 200,000 and $ 400,000 to the Company, respectively.

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