What changed in this filing

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Item 1. Financial Statements

2024-05-15 compared with 2023-11-13 · 124 added, 238 removed, 428 unchanged (46% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30, 2023

March 31, 2024

Current Assets:

10 unchanged sentences

Due to related party

Administrative support fee – related party

Excise tax liability

7 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 September 30, 2023 and December 31, 2022, respectively

1,163,113 and 4,150,065 shares issued and outstanding subject to possible redemption at redemption value as of March 31, 2024 and December 31, 2023, 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 September 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 1,163,113 shares subject to possible redemption) as of March 31, 2024 and 4,200,000 issued and outstanding (excluding 4,150,065 shares subject to possible redemption) as of December 31, 2023

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 September 30, 2023 and December 31, 2022, respectively

1,550,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023

Additional paid-in capital

10 unchanged sentences

For the Three Months

For the Nine Months

September 30,

Operating costs:

Insurance expense

Administrative expense

Administrative expenses

Administrative expenses – related party

Legal and accounting expenses

2 unchanged sentences

Loss from operations

( 1,223,744 )

Other income (loss):

Other income (expense):

Change in fair value of warrant liability

Financing expense

Non-redemption agreement expense

Dividend income on marketable securities held in Trust Account

1 unchanged sentence

Provision for income taxes

( 1,253,934 )

Net (loss) income

Weighted average shares outstanding of redeemable Class A common stock

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

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

3 unchanged sentences

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Class A common stock

6 unchanged sentences

( 3,388,965 )

Remeasurement of Class A common stock subject to possible redemption

( 2,525,300 )

Balance – March 31, 2023

( 2,797,987 )

( 2,797,412 )

Sponsor conversion of Class B common stock

( 4,200,000 )

Sponsor capital contribution for non-redemption agreements

Sponsor cash capital contribution

Redemption of Class A common stock

1 unchanged sentence

( 32,214,591 )

Trust Account withdrawal for tax payments

Remeasurement of Class A common stock subject to possible redemption

( 2,477,247 )

( 2,864,208 )

Balance – June 30, 2023

( 3,157,987 )

( 3,157,412 )

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

Balance – March 31, 2024

( 3,721,930 )

( 3,009,671 )

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Class A common stock

7 unchanged sentences

Remeasurement of Class A common stock subject to possible redemption

Balance – March 31, 2022

( 2,525,300 )

Remeasurement of Class A common stock subject to possible redemption

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

Balance – March 31, 2023

( 2,797,987 )

3 unchanged sentences

CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months

September 30,

Cash Flows Used in Operating Activities:

For the Three Months

Cash Flows from Operating Activities:

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

1 unchanged sentence

Change in fair value of warrant liabilities

( 14,872,000 )

Sponsor capital contribution for non-redemption agreements

Non-redemption agreement expense

Changes in operating assets and liabilities:

Accounts payable and accrued expenses

Accrued offering costs

( 1,850,511 )

Administrative support fee – related party

Due to related party

Prepaid expenses

Net cash provided by (used in) operating activities

Net cash (used in) provided by operating activities

( 1,989,167 )

Cash Flow Used in Investing Activities:

Cash Flows from Investing Activities:

Purchases of marketable securities held in Trust Account

2 unchanged sentences

Net cash provided by (used in) investing activities

( 1,613,107 )

Cash Flows from Financing Activities:

2 unchanged sentences

Cash capital contribution from Sponsor

Repayment of amounts due from related party

Payments made by related party on behalf of the Company

Net cash (used in) provided by financing activities

Net cash (used in) financing activities

( 31,978,944 )

6 unchanged sentences

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 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.

As of March 31, 2024, the Company had not yet commenced any operations.

All activity from inception through March 31, 2024 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.

4 unchanged sentences

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

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

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”).

On June 9, 2023 (the “Special Meeting”), 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 (the “Extension”) from June 14, 2023 to September 14, 2023 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 September 14, 2023 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.

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.

After giving effect to the 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 Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $ 197,694,657 , resulting in 4,150,065 shares of Class A common stock 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.

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).

Prior to March 31, 2024, the board of directors of the Company approved six monthly extensions to extend the time the Company had to consummate an initial Business Combination from September 14, 2023 to March 14, 2024.

In connection with each of the six monthly extensions, 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 the Non-Redemption Agreements.

In addition, on March 14, 2024, the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to further extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024.

In connection with the vote to extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $ 32,214,591 , resulting in 1,163,113 shares of Class A common stock issued and outstanding and subject to possible redemption.

Accordingly, as of March 31, 2024, there were 5,363,113 shares of Class A common stock issued and outstanding (including 1,163,113 shares of Class A common stock subject to possible redemption) and $ 12,566,002 held in the Trust Account.

Risks and Uncertainties

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.

Management is currently evaluating the impact of the Russia-Ukraine war, the war in Israel, interest rate fluctuations, and the recently adopted Securities and Exchange Commission (the “SEC”) 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, 2024.

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

9 unchanged sentences

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.

On March 14, 2024, 2,986,952 shares of Class A common stock were redeemed by the Company’s stockholders for a total of $ 32,214,591 in connection with the stockholder vote to further extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024.

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

1 unchanged sentence

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.

The Company evaluated the current status and probability of completing an initial Business Combination as of March 31, 2024 and determined that a contingent liability should be calculated and recorded.

As of March 31, 2024, the Company recorded $ 2,299,092 of excise tax liability calculated as 1% of shares redeemed.

Going Concern

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.

As of March 31, 2024 and December 31, 2023, the Company had cash of $ 523,168 and $ 2,171,553 , respectively, and working capital deficit of $ 2,877,121 and $ 2,808,465 , respectively.

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

8 unchanged sentences

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

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

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 1, 2024, which contains the audited financial statements and notes thereto.

The financial information as of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

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.

The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 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 $ 2,351,814 and $ 50,858 of cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively.

The Company had $ 523,168 and $ 2,171,553 of cash and no cash equivalents as of March 31, 2024 and December 31, 2023, respectively.

Marketable Securities Held in Trust Account

8 unchanged sentences

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.

In connection with the stockholder vote to further extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.79 per share of Class A common stock, for an aggregate redemption amount of $ 32,214,591 .

The Trustee redeemed the $ 32,214,591 of marketable securities held in the Trust Account to pay the holders redeeming 2,986,952 shares of Class A common stock on March 27, 2024.

Fair Value of Financial Instruments

13 unchanged sentences

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

As of September 30, 2023 and December 31, 2022, derivative liabilities are comprised of the warrant liability of $ 1,253,000 and $ 527,050 , respectively.

As of March 31, 2024 and December 31, 2023, derivative liabilities are comprised of the warrant liability of $ 132,550 and $ 580,500 , respectively.

Warrant Liability

8 unchanged sentences

The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at September 30, 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 March 31, 2024 and December 31, 2023, 1,163,113 and 4,150,065 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 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

Proceeds allocated to public warrants

( 10,060,000 )

Offering costs allocated to Class A common stock subject to possible redemption

( 13,325,704 )

Remeasurement of Class A common stock subject to possible redemption

Class A common stock subject to possible redemption, December 31, 2021

Remeasurement of Class A common stock subject to possible redemption

On March 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.79 per share of Class A common stock, for an aggregate redemption amount of $ 32,214,591 .

For the three months ended March 31, 2024, the Company has recorded accretion of $ 559,907 .

As of March 31, 2024 and December 31, 2023, the Class A common stock, classified as temporary equity in the condensed balance sheets, are reconciled in the following tables:

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

Remeasurement of Class A common stock subject to possible redemption

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

Share redemptions payable

1 unchanged sentence

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

( 2,287,729 )

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

Redemption of Class A common stock

( 32,214,591 )

Trust Account withdrawal for tax payments

Remeasurement of Class A common stock subject to possible redemption

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

Class A common stock subject to possible redemption, March 31, 2024

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

4 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024.

Net Income (Loss) Per Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”.

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

In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock.

This is calculated using the total net income less any dividends paid.

This is calculated using the total net income (loss) less any dividends paid.

For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders.

Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using 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.

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 months ended March 31, 2024 as a result of shareholder redemptions.

For the three months ended March 31, 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

September 30, 2023

March 31, 2024

Trust Account withdrawals for tax payments

Remeasurement 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

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

For the Three Months Ended

September 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

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 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 (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 from remeasurement and Trust Account withdrawals for tax payments

( 1,001,781 )

For the Nine Months Ended

September 30, 2023

March 31, 2024

Class A and Class B

6 unchanged sentences

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

( 4,440,608 )

( 1,680,096 )

( 6,120,704 )

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

Total income based on weighted average shares ratio

Weighted average shares outstanding

Basic and diluted net income (loss) per share

Basic and diluted net income per share

For the Three

September 30, 2022

March 31, 2023

Remeasurement of Class A redeemable shares to redemption value

( 2,525,300 )

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

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

( 1,340,835 )

For the Three Months Ended

September 30, 2022

March 31, 2023

Redeemable Shares

4 unchanged sentences

Net income allocated based on ownership percentage

Accretion allocation based on ownership percentage

( 1,065,967 )

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

Total income based on ownership percentage

Weighted average shares outstanding

Basic and diluted net income per share

September 30, 2022

Remeasurement of Class A redeemable shares to redemption value

( 1,399,231 )

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

For the Nine Months Ended

September 30, 2022

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

Remeasurement of Class A redeemable shares to redemption value based on ownership percentage

( 2,020,240 )

1 unchanged sentence

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

Total income based on ownership percentage

Total income (loss) based on ownership percentage

Weighted average shares outstanding

Basic and diluted net income per share

Related Parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions.

Companies are also considered to be related if they are subject to common control or common significant influence.

Basic and diluted net income (loss) per share

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

As of 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.

As of March 31, 2024, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No.

2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40).

The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments.

It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions.

In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation.

This guidance is effective as of January 1, 2022.

The Company evaluated the effect the updated standard has on its financial position, results of operations or financial statement disclosure and determined there is no material impact.

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the financial condition based on the current information.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions.

ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024.

The Company is still reviewing the impact of ASU 2023-09.

Initial Public Offering

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

As of September 30, 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.

As of March 31, 2024 and December 31, 2023, $ 12,566,002 and $ 44,709,805 was held in the Trust Account, respectively.

In addition, as of March 31, 2024 and December 31, 2023, $ 523,168 and $ 2,171,553 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.

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In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

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

As of March 31, 2024 and 2023, 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 September 30, 2023 and December 31, 2022, the Company owed $ 287,889 and $ 244,550 , respectively.

As of March 31, 2024 and December 31, 2023, the Company owed $ 270,590 and $ 236,233 , respectively.

Administrative Support Agreement

Commencing on December 10, 2021 and until completion of the Company’s initial Business Combination or liquidation, the Company is required to pay the Sponsor $ 15,000 per month for administrative support and services.

The Company pays the Sponsor for rent and costs incurred under the administrative support and services agreement and waives the excess amounts under the agreement.

For the three 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.

The Company pays the Sponsor for rent and costs incurred under the administrative support and services agreement.

For the three months ended March 31, 2024 and 2023, the Company has paid $ 0 and $ 10,500 under the agreement, respectively.

The Company has accrued $ 276,500 and $ 231,500 related to the unpaid amounts under the administrative support agreement as of March 31, 2024 and December 31, 2023, respectively, which is recorded to administrative support fee – related party liability on the balance sheets.

The Sponsor will not be paid for any unpaid amounts in the event an initial business combination is not consummated.

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.

As of March 31, 2024, the Sponsor made capital contributions of $ 1,035,647 to the Company to fund outstanding payments to the Company’s vendors.

The Sponsor made $ 235,647 and $ 0 of contributions for the three months ended March 31, 2024 and 2023, respectively.

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

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Preferred stock — The Company is authorized to issue up to 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

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

At March 31, 2024 and December 31, 2023, 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.

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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 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.

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.

On March 13, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash in connection with the vote to extend the time that the Company has to complete an initial Business Combination from March 14, 2024 to December 14, 2024, resulting in 1,163,113 shares of Class A common stock issued and outstanding and subject to possible redemption.

Accordingly, at March 31, 2024 and December 31, 2023, there were 5,363,113 and 8,350,065 shares of Class A common stock issued and outstanding , including 1,163,113 and 4,150,065 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.

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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 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.

Accordingly, as of March 31, 2024 and December 31, 2023, there were 1,550,000 shares of Class B common stock issued and outstanding.

The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a one -for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like.

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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.

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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 September 30, 2023.

There has been no change in the classification of the warrants as of March 31, 2024.

Commitments and Contingencies

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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.

As of March 31, 2024, the Company had extended the deadline six times, to March 14, 2024, resulting in a total of 1,499,996 shares of Class B common stock being transferred to such third parties.

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.

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.

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 non-redemption agreement expense on the condensed statements of operations.

The Company determined the excess fair value of the 1,499,996 shares of Class B common stock transferred to such third parties upon the consummation of the Extension to be $ 1,209,879 .

Fair Value Measurements

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

The following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2024, and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, 2024

Marketable securities held in trust account

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Private Placement Warrants

At September 30, 2023, and December 31, 2022, the Company’s warrant liability was valued at $ 1,253,000 and $ 527,050 .

At March 31, 2024, and December 31, 2023, the Company’s warrant liability was valued at $ 132,550 and $ 580,500 .

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

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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 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.

The following table presents fair value information for the three months ended March 31, 2024, and 2023, 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 Private Placement 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 Nine Months Ended September 30, 2023

For the Three Months Ended March 31, 2024

Derivative warrant liabilities as of December 31, 2023

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Derivative warrant liabilities as of March 31, 2024

Establishment of share repurchase liability

Change in fair value

Derivative warrant liabilities as of June 30, 2023

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

For the Three Months Ended March 31, 2023

Derivative warrant liabilities as of December 31, 2022

Change in fair value

( 5,393,000 )

( 5,459,000 )

( 10,852,000 )

Derivative warrant liabilities as of March 31, 2023

Change in fair value

( 1,863,000 )

( 1,564,000 )

( 3,427,000 )

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.

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,

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, 2024, the Public Warrants have detached from the Units and are separately tradable on the over-the-counter markets.

The closing price of the Public Warrants was utilized in determining the fair value of the Public Warrants as of March 31, 2024.

The key inputs into the Monte Carlo simulation formula used to value the Private Placement Warrants were as follows at March 31, 2024 and 2023:

Common stock price

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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.

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.

In connection with the subsequent extensions to March 14, 2024, the Sponsor transferred an additional 999,996 Class B shares to the unaffiliated third parties under the terms of the Non-Redemption Agreements.

The Company estimated the fair value of the 999,996 Class B shares transferred at $ 0.82 to $ 0.83 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 marketability (“DLOM”).

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 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, October 11, 2023, November 14, 2023, December 13, 2023, January 12, 2024 and February 14, 2024 as the measurement dates for the transfer of the 166,666 Class B shares ( 999,996 Class B shares in the aggregate) transferred in connection with the subsequent extensions, respectively.

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

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

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.

During the three months ended March 31, 2024 and 2023, the Company recorded an income tax provision of $ 64,703 and $ 519,957 , respectively, and our effective tax rate was 19.83 % and 30.51 %, 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 September 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 March 31, 2024.

Subsequent Events

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.

On April 8, 2024, the New York Stock Exchange (the “NYSE”) filed a Form 25 to delist the Company’s Class A common stock, $ 0.0001 par value per share (“Class A Common Stock”), warrants, with each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $ 11.50 , subject to adjustment (“Warrants”) and Units, each consisting of one share of Class A Common Stock and one -half of one Warrant and remove such securities from registration under Section 12(b) of the Exchange Act.

The delisting became effective 10 days after the filing of the Form 25.

The deregistration of the Company’s Class A Common Stock, Warrants and Units under Section 12(b) of the Exchange Act will become effective 90 days after the Form 25 filing.

Upon deregistration of the Company’s securities under Section 12(b) of the Exchange Act, the Company’s securities will remain registered under Section 12(g) of the Exchange Act.

The Company’s Class A Common Stock, Warrants and Units began trading on the OTC Pink Marketplace on or about March 22, 2024 under the symbols “PORT”, “PORTW” and “PORTU”, 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