What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-05-11 compared with 2022-11-10 · 104 added, 132 removed, 326 unchanged (42% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

2022 (Unaudited)

CURRENT ASSETS

Prepaid expenses and other

Deferred offering cost

Total current assets

Prepaid expenses- non current

Prepaid expenses - noncurrent

Investments held in Trust Account

2 unchanged sentences

Accounts payable and accrued expenses

Promissory note - related party

Due to affiliate

4 unchanged sentences

REDEEMABLE ORDINARY SHARES

Class A ordinary shares subject to possible redemption, $ 0.0001 par value, 28,750,000 shares at redemption value of $ 10.25 per share.

Class A ordinary shares subject to possible redemption, $ 0.0001 par value, 28,750,000 shares as of March 31, 2023 and December 31, 2022, respectively

SHAREHOLDER’S DEFICIT

8 unchanged sentences

50,000,000 shares authorized;

7,187,500 issued and outstanding at September 30, 2022 and December 31, 2021

7,187,500 issued and outstanding at March 31, 2023 and December 31, 2022

Additional paid-in capital

1 unchanged sentence

( 10,263,185 )

( 9,938,620 )

Total shareholders’ deficit

( 10,262,466 )

TOTAL LIABILITIES.

REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

( 9,937,901 )

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

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

POWERUP ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

For the period from

CONDENSED STATEMENTS OF OPERATIONS

For the three months ended

February 09, 2021

September 30,

(inception) to

September 30, 2022

September 30, 2021

OPERATING EXPENSES

5 unchanged sentences

Weighted average shares outstanding of redeemable shares

Basic and diluted net income per share, redeemable shares

Basic and diluted net income (loss) per share, redeemable shares

Weighted average shares outstanding of non-redeemable shares

3 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTH S ENDED September 30, 2022 (UNAUDITED)

( UNAUDITED )

FOR THE THREE MONTH S ENDED March 31, 2023

Ordinary Shares

Shareholders’

1 unchanged sentence

Balance - January 1, 2023

Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs)

Proceeds from issuance of Private Placement Warrants to Sponsor

Remeasurement for redeemable shares to redemption value

( 9,938,620 )

( 9,937,901 )

Remeasurement for Class A shares to redemption value

( 3,196,998 )

Balance, March 31, 2022

( 3,196,998 )

Balance - March 31, 2023

( 10,263,185 )

Remeasurement for redeemable shares to redemption value

Balance, June 30, 2022

( 10,262,466 )

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Ordinary Shares

Additional Paid-

Shareholders’

Balance - January 1, 2022

Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs)

Proceeds from issuance of Private Placement Warrants to Sponsor

Remeasurement for Class A shares to redemption value

( 19,955,941 )

Remeasurement for redeemable shares to redemption value

( 8,936,799 )

( 28,892,740 )

Balance, September 30, 2022

Balance - March 31, 2022

( 9,050,100 )

( 9,049,381 )

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

AND FOR THE PERIOD FEBRUARY 9, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

Ordinary Shares

Additional paid-

shareholders’

Balance, February 9, 2021 (inception)

Issuance of ordinary shares to Sponsor

Balance, March 31, 2021

Balance, June 30, 2021

Balance, September 30, 2021

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

POWERUP ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the period from

February 9, 2021

(inception) through

September 30, 2022

September 30, 2021

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

2 unchanged sentences

Interest income on investments held in Trust Account

( 1,772,399 )

Changes in operating assets and liabilities:

Prepaid expenses

Accrued offering costs

Deferred offering costs

( 1,175,360 )

Accounts payable and accrued expenses

12 unchanged sentences

Repayment of promissory note - related party

Proceeds from notes payable - related party

Net cash flows provided by financing activities

7 unchanged sentences

Deferred offering costs included in accrued offering costs and due to affiliates

Payment of expenses and deferred offering costs by the Sponsor in exchange for the issuance of Class B ordinary shares

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

1 unchanged sentence

NOTES TO C ONDENSED FINANCIAL STATEMENTS

September 30, 2022

Note 1 — Description of Organization and Business Operations and Liquidity

March 31, 2023

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

PowerUp Acquisition Corp.

3 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, 2022, the Company had not commenced any operations.

All activity from February 9, 2021 (inception) through September 30, 2022 relates to the Company’s formation and initial public offering (“IPO”), which is described below and, since the offering, the search for a prospective initial Business Combination.

As of March 31, 2023, the Company had not commenced any operations.

All activity from February 9, 2021 (inception) through March 31, 2023 relates to the Company’s formation and initial public offering (“IPO”), which is described below and, since the offering, the search for a prospective initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

1 unchanged sentence

The registration statement for the Company’s IPO was declared effective on February 17, 2022.

On February 23, 2022, the Company consummated the IPO of 25,000,000 units (“Units” and, with respect to ordinary share included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit, generating gross proceeds of $ 250,000,000 , which is discussed in Note 3.

On February 23, 2022, the Company consummated the IPO of 25,000,000 units (“Units” and, with respect to Class A ordinary share included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit, generating gross proceeds of $ 250,000,000 , which is discussed in Note 3.

The Company has selected December 31 as its fiscal year end.

42 unchanged sentences

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world.

As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic.

Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of the financial statements.

As of the date the unaudited condensed financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic.

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

1 unchanged sentence

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Liquidity and Going Concern

As of September 30, 2022, the Company had $ 533,129 in its operating bank accounts, $ 296,459,899 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital surplus of $ 957,781 .

As of September 30, 2022, $ 1,772,399 of the amount in the Trust Account is represented as Interest earned on investments held in Trust Account.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

Going Concern

As of March 31, 2023, the Company had $ 315,152 in its operating bank account, $ 302,201,081 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Ordinary Shares in connection therewith and working capital surplus of $ 550,034 .

As of March 31, 2023, $7,513,581 of the amount in the Trust Account is represented as Interest earned on investments held in Trust Account.

The Company has 15 months from the closing of the IPO to consummate an initial business combination.

However, if the Company anticipates that they may not be able to consummate their initial business combination within 15 months from the IPO, their shareholders may vote by special resolution to amend their amended and restated memorandum and articles of association to extend the period of time that the Company have to consummate the initial business combination (any such extended period of time, an “Extension Period”).

Unless the shareholders vote for the extension, the remaining life of the Company as of September 30, 2022 is under 12 months.

Management is currently assessing the need for the extension vote in the future.

Unless the shareholders vote for the extension, the remaining life of the Company as of March 31, 2023 is under 12 months.

Management is currently assessing the need for the extension in the future.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

4 unchanged sentences

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2 — Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

1 unchanged sentence

GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S.

Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

1 unchanged sentence

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 prospectus for its IPO as filed with the SEC on February 22, 2022 as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 1, 2022.

The interim results for the three and nine month periods ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future period.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on March 21, 2023.

The interim results for the three month periods ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future period.

Emerging Growth Company

2 unchanged sentences

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

The preparation of unaudited condensed financial statements in conformity with U.S.

Making estimates requires management to exercise significant judgment.

4 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 did no t have any cash equivalents as of September 30, 2022 and December 31, 2021.

The Company did no t have any cash equivalents as of March 31, 2023 and December 31, 2022.

Investments Held in Trust Account

At September 30, 2022, substantially all of the assets held in the Trust Account were held in U.S.

At March 31, 2023, substantially all of the assets held in the Trust Account were held in U.S.

Treasury securities.

5 unchanged sentences

Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO.

Offering costs amounted to $ 16,418,580 .

Offering costs amounted to $ 16,418,580 as a result of the Initial Public Offering consisting of $ 5,000,000 underwriting fees, $ 10,812,500 of deferred underwriting fees payable, and $ 606,080 of other offering costs.

This amount was charged to shareholders’ deficit upon the completion of the IPO.

1 unchanged sentence

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000.

At September 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

At March 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheet, primarily due to their short-term nature.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Deferred tax assets and liabilities were deemed to be de minimis as of September 30, 2022.

FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of September 30, 2022 and December 31, 2021.

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

The Company is subject to tax examinations by major taxing authorities since inception.

There is currently no taxation imposed by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

Consequently, income taxes are not reflected in the Company’s financial statements.

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

Ordinary Shares Subject to Possible Redemption

3 unchanged sentences

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

Accordingly, at September 30, 2022, 28,750,000 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheet.

Accordingly, at March 31, 2023, 28,750,000 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit.

At September 30, 2022, the redeemable ordinary shares subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:

At March 31, 2023 and December 31, 2022, the redeemable ordinary shares subject to possible redemption reflected in the unaudited condensed balance sheet is reconciled in the following table:

Gross proceeds

4 unchanged sentences

Remeasurement of carrying value to redemption value

Redeemable ordinary shares subject to possible redemption at March 31, 2022

Remeasurement of carrying value to redemption value

Redeemable ordinary shares subject to possible redemption at June 30, 2022

Redeemable ordinary shares subject to possible redemption at December 31, 2022

Remeasurement of carrying value to redemption value

Redeemable ordinary shares subject to possible redemption at September 30, 2022

Redeemable ordinary shares subject to possible redemption at March 31, 2023

Net Income (Loss) per Ordinary Share

The Company has two classes of shares, which are referred to as Redeemable Ordinary Shares (the “Ordinary Shares”) and Non-Redeemable Ordinary Shares (the “Founder Shares”) Earnings and losses are shared pro rata between the two classes of shares, Public and private warrants to purchase 24,138,333 Ordinary Shares at $ 11.50 per share were issued on February 23, 2022.

At September 30, 2022, no warrants have been exercised.

The 24,138,333 Ordinary Shares underlying the outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine month periods ended September 30, 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the period presented.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares.

For the three months ended

The Company has two classes of shares, which are referred to as Redeemable Ordinary Shares (the “Ordinary Shares”) and Non-Redeemable Ordinary Shares (the “Founder Shares”).

Earnings and losses are shared pro rata between the two classes of shares.

Public and private warrants to purchase 24,138,333 Ordinary Shares at $ 11.50 per share were issued on February 23, 2022.

At March 31, 2023, no warrants have been exercised.

The 24,138,333 Ordinary Shares underlying the outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three month periods ended March 31, 2023 and 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the all periods presented.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares.

For the three months ended

September 30, 2022

September 30, 2021

Non-Redeemable

Basic and diluted net loss per share:

Allocation of net income (loss)

Weighted average shares outstanding

Basic and dilution net income (loss) per share

For the nine months ended

For the period February 9, 2021

September 30, 2022

(Inception) to September 30, 2021

Non-Redeemable

Basic and diluted net loss per share:

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

8 unchanged sentences

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Note 3 — Initial Public Offering

INITIAL PUBLIC OFFERING

Pursuant to the IPO, the Company sold 28,750,000 Units at a price of $ 10.00 per Unit.

1 unchanged sentence

Each Public Warrant entitles the holder to purchase one whole Class A ordinary share at a price of $ 11.50 per whole share, subject to adjustment (see Note 8).

Note 4 — Private Placement Warrants

PRIVATE PLACEMENT WARRANTS

On February 23, 2022, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option in full, the Company consummated the issuance and sale of 9,763,333 Private Placement Warrants in a private placement transaction at a price of $ 1.50 per Placement Warrant, generating gross proceeds of $ 14,645,000 .

4 unchanged sentences

The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Note 5 — Related Party Transactions

RELATED PARTY TRANSACTIONS

Founder Shares

9 unchanged sentences

On February 16, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”).

This loan was non-interest bearing and payable on the earlier of September 30, 2022 or the completion of the IPO.

This loan was non-interest bearing and payable on the earlier of March 31, 2023 or the completion of the IPO.

As of December 31, 2021 the amount outstanding was $ 238,596 .

The Note was subsequently paid off in February 2022 after the IPO and there was no amount outstanding as of September 30, 2022.

The Note was subsequently paid off in February 2022 after the IPO and there was no amount outstanding as of March 31, 2023 and December 31, 2022.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

5 unchanged sentences

The warrants would be identical to the Private Placement Warrants.

As of September 30, 2022, no Working Capital Loans were outstanding.

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

Administrative Services Fee

The Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $ 10,000 for office space, secretarial and administrative services.

As of September 30, 2022, and December 31, 2021, $ 70,000 and $ 0 , respectively, have been incurred under this arrangement.

For the three months ended March 31, 2023 and 2022, the Company has incurred $ 30,000 and $ 10,000 , respectively, of expenses under this arrangement.

Due to affiliate

As of September 30, 2022, the amount of $ 92,689 has been accrued and shown as `Due to affiliate’ in the accompanying balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds.

As of March 31, 2023 and December 31, 2022, $ 152,689 and $ 122,689 , respectively, has been accrued and shown as ‘Due to affiliate’ in the accompanying balance sheet for the administrative services fees described above and a residual balance due from IPO proceeds.

The amount is due to Sponsor and will be repaid as soon as practical from the Company’s operating account.

Note 6 — Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Registration Rights

11 unchanged sentences

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Note 7 – Shareholders’ Deficit

SHAREHOLDERS’ DEFICIT

Preference Shares—The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At September 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

At March 31, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

Class A ordinary shares—The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

As of September 30, 2022 and December 31, 2021, there were no Class A ordinary shares issued and outstanding (excluding 28,750,000 Class A ordinary shares subject to possible redemption).

As of March 31, 2023 and December 31, 2022, there were no Class A ordinary shares issued and outstanding (excluding 28,750,000 Class A ordinary shares subject to possible redemption).

Class B ordinary shares—The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B ordinary shares are entitled to one vote for each Class B ordinary share.

As of December 31, 2021, there were 7,187,500 Class B ordinary shares outstanding.

As of September 30, 2022, there were 7,187,500 Class B ordinary shares outstanding, none of which were subject to forfeiture at the time.

As of March 31, 2023 and December 31, 2022, there were 7,187,500 Class B ordinary shares outstanding, none of which were subject to forfeiture at the time.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment.

1 unchanged sentence

Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time.

Note 8 – Warrants

Public Warrants may only be exercised for a whole number of shares.

38 unchanged sentences

The fair value of the Public Warrants as of February 23, 2022 was $ 0.39 .

As of September 30, 2022, the Company had 14,375,000 of Public Warrants and 9,763,333 of Private Warrants outstanding, respectively.

Note 9 — Fair Value Measurements

As of March 31, 2023, the Company had 14,375,000 of Public Warrants and 9,763,333 of Private Warrants outstanding, respectively.

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

6 unchanged sentences

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At September 30, 2022, the assets held in the Trust Account were held in treasury funds.

At March 31, 2023 and December 31, 2022, the assets held in the Trust Account were held in treasury funds.

All of the Company’s investments held in the Trust Account are classified as trading securities.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Quoted Prices in

4 unchanged sentences

Unobservable Inputs

March 31, 2023

Investment held in Trust Account

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were available to be issued and determined that there have been no events that have occurred that would require adjustments to the disclosures of the unaudited condensed financial statements.

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

December 31, 2022

Investment held in Trust Account

SUBSEQUENT EVENTS

On April 13, 2023, the Company engaged Cohen & Company (“CCM”) as advisors in connection with seeking an extension for completing a Business Combination.

The Company will pay CCM the sum of (i) $ 300,000 plus (ii) 50,000 Class A ordinary shares payable at the close of business combination.

From April 27, 2023 to May 11, 2023, the Sponsor and the Company entered into several Non-Redemption Agreement and Assignment of Economic Interest (the “Non-Redemption Agreements”) with unaffiliated third parties in exchange for such third parties agreeing not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,200,000 Class A ordinary shares of the Company, par value $ 0.0001 per share, (the “Non-Redeemed Shares”), at the extraordinary general meeting called by the Company (the “Extraordinary General Meeting”) to seek shareholder approval of, among other things, an extension of time for the Company to consummate an initial business combination (the “Extension Amendment Proposal”) from May 23, 2023 to May 23, 2024, or such earlier date as determined by the board of directors of the Company in its sole and absolute discretion (the “Extension”).

In exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 600,000 Class B ordinary shares of the Company, par value $ 0.0001 per share, held by the Sponsor immediately following consummation of an initial business combination if such investors continues to hold such Non-Redeemed Shares through the Extraordinary General Meeting.

The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Amendment Proposal is approved by shareholders but will increase the amount of funds that remain in the Company’s trust account following the Extraordinary General Meeting.

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