What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-05-15 · 152 added, 78 removed, 474 unchanged (33% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

March 31, 2024

June 30, 2024

Current Assets:

20 unchanged sentences

200,000,000 shares authorized;

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

1,163,113 and 4,150,065 shares issued and outstanding subject to possible redemption at redemption value as of June 30, 2024 and December 31, 2023, respectively

Stockholders’ Deficit

4 unchanged sentences

200,000,000 shares authorized;

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

4,200,000 issued and outstanding (excluding 1,163,113 shares subject to possible redemption) as of June 30, 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 shares issued and outstanding as of March 31, 2024 and December 31, 2023

1,550,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023

Additional paid-in capital

10 unchanged sentences

For the Three Months

For the Six Months

Operating costs:

Insurance expense

Administrative expenses

Administrative expenses – related party

Administrative expense

Administrative expense – related party

Legal and accounting expenses

2 unchanged sentences

Loss from operations

Other income (expense):

Other income (loss):

Change in fair value of warrant liability

1 unchanged sentence

Dividend income on marketable securities held in Trust Account

Income before provision for income taxes

Other (expense) income

(Loss) Income before provision for income taxes

Provision for income taxes

( 1,110,969 )

Net (loss) income

Weighted average shares outstanding of redeemable Class A common stock

1 unchanged sentence

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

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

Basic and diluted net 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 MONTHS ENDED MARCH 31, 2024

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

Class A common stock

17 unchanged sentences

( 3,009,671 )

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Sponsor cash capital contribution

Remeasurement of Class A common stock subject to possible redemption

Balance – June 30, 2024

( 4,226,914 )

( 3,580,689 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Class A common stock

12 unchanged sentences

( 2,797,412 )

Sponsor conversion of Class B common stock

( 4,200,000 )

Sponsor capital contribution for non-redemption agreements

Redemption of Class A common stock

( 18,849,935 )

( 197,694,657 )

Remeasurement of Class A common stock subject to possible redemption

( 2,017,247 )

( 2,404,208 )

Balance – June 30, 2023

( 3,157,987 )

( 3,157,412 )

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months

For the Six Months

Cash Flows from Operating Activities:

Net (loss) income

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

Accrued dividend on marketable securities held in Trust Account

( 1,005,796 )

Change in fair value of warrant liabilities

26 unchanged sentences

Remeasurement of Class A common stock subject to possible redemption

Share redemption payable

Trust Account withdrawal for tax payments

10 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 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.

As of June 30, 2024, the Company had not yet commenced any operations.

All activity from inception through June 30, 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.

16 unchanged sentences

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.

Accordingly, as of June 30, 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 $ 12,729,617 held in the Trust Account.

On April 8, 2024, the New York Stock Exchange (the “NYSE”) filed a Form 25 to delist the Company’s 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 became 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.

Risks and Uncertainties

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 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, 2024.

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

13 unchanged sentences

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 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.

The Company evaluated the current status and probability of completing an initial Business Combination as of June 30, 2024 and determined that a contingent liability should be calculated and recorded.

As of June 30, 2024, the Company recorded $ 2,299,092 of excise tax liability calculated as 1% of shares redeemed.

Going Concern

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.

As of June 30, 2024 and December 31, 2023, the Company had cash of $ 490,693 and $ 2,171,553 , respectively, and working capital deficit of $ 3,116,689 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.

10 unchanged sentences

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 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.

The interim results for the three and

six months ended June 30, 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 $ 523,168 and $ 2,171,553 of cash and no cash equivalents as of March 31, 2024 and December 31, 2023, respectively.

The Company had $ 490,693 and $ 2,171,553 of cash and no cash equivalents as of June 30, 2024 and December 31, 2023, respectively.

Marketable Securities Held in Trust Account

4 unchanged sentences

(i) the completion of the initial Business Combination;

(ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity;

to stockholders’ rights or pre-initial Business Combination activity;

and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within the Combination Period.

18 unchanged sentences

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

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

As of June 30, 2024 and December 31, 2023, derivative liabilities are comprised of the warrant liability of $ 464,000 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 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.

Accordingly, at June 30, 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.

2 unchanged sentences

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:

For the six months ended June 30, 2024, the Company has recorded accretion of $ 723,522 .

As of June 30, 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

9 unchanged sentences

Remeasurement of Class A common stock subject to possible redemption

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

Class A common stock subject to possible redemption, June 30, 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 March 31, 2024.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024.

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 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.

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, 2024 and 2023, as a result of shareholder redemptions.

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

For the Three Months Ended

March 31, 2024

Trust Account withdrawals for tax payments

June 30, 2024

Remeasurement of Class A redeemable shares to redemption value

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

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

For the Three Months Ended

March 31, 2024

June 30, 2024

Class A and Class B

3 unchanged sentences

Weighted average shares ratio

Net income allocated based on weighted average shares ratio

Net loss allocated based on weighted average shares ratio

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

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

Total income (loss) based on weighted average shares ratio

Weighted average shares outstanding

Basic and diluted net income (loss) per share

For the Six Months Ended

June 30, 2024

Trust Account withdrawals for tax payments

Remeasurement of Class A redeemable shares to redemption value

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

For the Six Months Ended

June 30, 2024

Class A and Class B

Redeemable Shares

Non-redeemable shares

Total number of shares

Weighted average shares ratio

Net loss allocated based on weighted average shares ratio

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

2 unchanged sentences

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

Total income based on weighted average shares ratio

Total income (loss) based on weighted average shares ratio

Weighted average shares outstanding

Basic and diluted net income per share

For the Three

March 31, 2023

Basic and diluted net income (loss) per share

For the Three Months Ended

June 30, 2023

Remeasurement of Class A redeemable shares to redemption value

( 2,404,208 )

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

( 1,340,835 )

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

For the Three Months Ended

March 31, 2023

June 30, 2023

Class A and Class B

Redeemable Shares

Non-redeemable shares

Total number of shares

Weighted average shares ratio

Net income allocated based on weighted average shares ratio

Accretion allocation based on weighted average shares ratio

( 1,837,643 )

( 2,404,208 )

Accretion applicable to Class A redeemable shares

Total income (loss) based on weighted average shares ratio

Weighted average shares outstanding

Basic and diluted net income (loss) per share

For the Six Months Ended

June 30, 2023

Remeasurement of Class A redeemable shares to redemption value

( 4,929,508 )

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

( 2,087,796 )

For the Six Months Ended

June 30, 2023

Class A and Class B

Redeemable Shares

Non-redeemable shares

Total number of shares

Ownership percentage

Net income allocated based on ownership percentage

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

Weighted average shares ratio

Net income allocated based on weighted average shares ratio

Accretion allocation based on weighted average shares ratio

( 3,862,435 )

( 1,067,073 )

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

Total income (loss) based on ownership percentage

( 4,929,508 )

Accretion applicable to Class A redeemable shares

Total income (loss) based on weighted average shares ratio

Weighted average shares outstanding

2 unchanged sentences

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

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

As of June 30, 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

12 unchanged sentences

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

As of March 31, 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.

As of June 30, 2024 and December 31, 2023, $ 12,729,617 and $ 44,709,805 was held in the Trust Account, respectively.

In addition, as of June 30, 2024 and December 31, 2023, $ 490,693 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.

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 March 31, 2024 and 2023, no Working Capital Loans were outstanding.

As of June 30, 2024 and December 31, 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 March 31, 2024 and December 31, 2023, the Company owed $ 270,590 and $ 236,233 , respectively.

As of June 30, 2024 and December 31, 2023, the Company owed $ 270,590 and $ 236,233 , respectively.

Administrative Support Agreement

1 unchanged sentence

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.

For the three and six months ended June 30, 2024, the Company has paid $ 0 under the agreement.

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

The Company has accrued $ 321,500 and $ 231,500 related to the unpaid amounts under the administrative support agreement as of June 30, 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

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.

As of June 30, 2024, the Sponsor made capital contributions of $ 1,133,228 to the Company to fund outstanding payments to the Company’s vendors.

The Sponsor made $ 97,581 and $ 333,228 of contributions for the three and six months ended June 30, 2024, respectively.

The Sponsor made $ 0 of contributions for the three and six months ended June 30, 2023.

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

2 unchanged sentences

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

At March 31, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

At June 30, 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.

3 unchanged sentences

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 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.

Accordingly, at June 30, 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.

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

Accordingly, as of June 30, 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.

53 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 March 31, 2024.

There has been no change in the classification of the warrants as of June 30, 2024.

Commitments and Contingencies

15 unchanged sentences

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 previously 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”).

1 unchanged sentence

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 .

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

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 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

The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2024, and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

June 30, 2024

Marketable securities held in trust account

5 unchanged sentences

Private Placement Warrants

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

At June 30, 2024, and December 31, 2023, the Company’s warrant liability was valued at $ 464,000 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.

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 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 following table presents fair value information for the three and six months ended June 30, 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 Months Ended March 31, 2024

For the Three and Six Months Ended June 30, 2024

Derivative warrant liabilities as of December 31, 2023

1 unchanged sentence

Derivative warrant liabilities as of March 31, 2024

For the Three Months Ended March 31, 2023

Change in fair value

Derivative warrant liabilities as of June 30, 2024

For the Three and Six Months Ended June 30, 2023

Derivative warrant liabilities as of December 31, 2022

1 unchanged sentence

Derivative warrant liabilities as of March 31, 2023

Establishment of share repurchase liability

Change in fair value

Derivative warrant liabilities as of June 30, 2023

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 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:

As of June 30, 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 June 30, 2024.

The key inputs into the Monte Carlo simulation formula used to value the Private Placement Warrants were as follows at June 30, 2024 and 2023:

Common stock price

9 unchanged sentences

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, 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.

7 unchanged sentences

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

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.

During the three and six months ended June 30, 2024, the Company recorded an income tax provision of $ 49,421 and $ 114,124 , respectively, and our effective tax rate was ( 7.0 )% and ( 30.03 )%, respectively.

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

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

1 unchanged sentence

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.

As such, the Company recorded a full valuation allowance against net deferred tax assets as of June 30, 2024.

Subsequent Events

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.

The deregistration of the Company’s Class A common stock, Warrants and Units under Section 12(b) of the Exchange Act became effective July 7, 2024, 90 days after the April 8, 2024 filing by the NYSE of a Form 25 to delist the Company’s Class A common stock, Warrants and Units.

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