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Item 1. Financial Statements

2023-05-19 compared with 2022-11-10 · 411 added, 804 removed, 106 unchanged (92% of the section changed)

1 unchanged sentence

Holdings Inc.

CONDENSED BALANCE SHEETS

September 30,

Current assets:

CONDENSED CONSOLIDATED BALANCE SHEETS

Prepaid expenses

Total current assets

Investments held in Trust Account

$ 231,446,113

$ 230,999,037

Liabilities, Class A Common Stock Subject

to Possible Redemption and Stockholders’ Deficit:

Marketable securities held in Trust Account

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT

Current liabilities:

1 unchanged sentence

Due to related party

Accrued expenses

Convertible promissory note – related party

Franchise tax payable

Income tax payable

Accrued expenses

Total current liabilities

Deferred underwriting commissions

Deferred underwriting fees payable

Derivative warrant liabilities

Total liabilities

Commitments and Contingencies

Commitments and Contingencies (Note 5)

Class A common stock subject to possible redemption, $ 0.0001 par value;

23,000,000 shares issued and outstanding at approximately $ 10.03 and $ 10.00 per share at redemption as of September 30, 2022 and December 31, 2021, respectively

5,076,777 shares at $ 10.30 and $

10.23 per share redemption value

at March 31, 2023 and December 31, 2022, respectively

Stockholders’ deficit

Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued or outstanding

Class A common stock, $ 0.0001 par value;

100,000,000 shares authorized;

no non-redeemable shares issued or outstanding as of September 30, 2022 and December 31, 2021

none issued or outstanding (excluding 5,076,777 shares subject to possible redemption)

Class B common stock, $ 0.0001 par value;

10,000,000 shares authorized;

5,750,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021

Additional paid-in capital

5,750,000 shares issued and outstanding

Additional paid-in

Accumulated deficit

( 10,306,983 )

( 20,143,930 )

Total stockholders’

( 10,306,408 )

( 20,143,355 )

Total Liabilities,

Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit

$ 231,446,113

$ 230,999,037

The accompanying notes are an integral part

of these unaudited condensed financial statements.

Total stockholders’ deficit

Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders’ Deficit

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

Holdings Inc.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

General and administrative expenses

Franchise tax expense

Franchise tax expenses

Loss from operations

( 1,174,543 )

( 1,862,293 )

( 2,070,688 )

Other income (expense)

Change in fair value of derivative warrant liabilities

Gain on investments held in Trust Account

Income (loss) before income tax expense

Gain on marketable securities (net), dividends and interest, held in Trust Account

Other income (expense)

Income (loss) before taxes

Income tax expense

Net income (loss)

Weighted average shares outstanding of Class A common stock

Basic and diluted net income (loss) per share, Class A common stock

Weighted average shares outstanding of Class B common stock

Net (loss) income

Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted

Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption

Weighted average shares outstanding of Class B common stock, basic and diluted

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

The accompanying notes are an integral part

of these unaudited condensed financial statements.

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

Holdings Inc.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Stockholders’

Balance - December 31, 2021

$ ( 20,143,930 )

$ ( 20,143,355 )

Balance - March 31, 2022 (unaudited)

$ ( 13,471,327 )

$ ( 13,470,752 )

Balance - June 30, 2022 (unaudited)

$ ( 10,623,239 )

$ ( 10,622,664 )

Increase in redemption value of

Class A common stock subject to redemption

Balance - September 30, 2022 (unaudited)

$ ( 10,306,983 )

$ ( 10,306,408 )

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

Balance as of January 1, 2023

Remeasurement of Class A common stock to redemption value

Balance as of March 31, 2023 (unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Stockholders’

Balance - December 31, 2020

$ ( 31,771,139 )

$ ( 31,770,564 )

Balance - March 31, 2021 (unaudited)

$ ( 20,727,723 )

$ ( 20,727,148 )

( 4,298,692 )

Balance - June 30, 2021 (unaudited)

$ ( 25,026,415 )

$ ( 25,025,840 )

Balance - September 30, 2021 (unaudited)

$ ( 19,048,122 )

$ ( 19,047,547 )

The accompanying notes are an integral part

of these unaudited condensed financial statements.

Balance as of January 1, 2022

Balance as of March 31, 2022 (unaudited)

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

Holdings Inc.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE

MARCH 31, 2023

FOR THE THREE

MARCH 31, 2022

Cash Flows from Operating Activities

Adjustments to reconcile net income to net cash used in operating activities:

Net (loss) income

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

Gain on marketable securities (net), dividends and interest, held in Trust Account

Change in fair value of derivative warrant liabilities

( 11,195,000 )

( 14,776,500 )

Gain on investments held in Trust Account

( 1,412,646 )

Changes in operating assets and liabilities:

Prepaid expenses

Prepaid and other assets

Accounts payable

1 unchanged sentence

Accrued expenses

Franchise tax payable

Income tax payable

Franchise tax payable

Net cash used in operating activities

Cash Flows from Investing Activities

Cash withdrawn from Trust Account to pay franchise and income taxes

Net cash provided by investing activities

Cash Flows from Financing Activities

Proceeds from note payable and advances from related party

Offering costs paid

Net cash used in financing activities

Net change in cash

Cash - beginning of the period

Cash - end of the period

Supplemental cash flow information:

Cash withdrawn to pay tax liabilities

The accompanying notes are an integral part

of these unaudited condensed financial statements.

Net cash provided in (used by) financing activities

Net (decrease) increase in cash

Cash – beginning of period

Cash – end of period

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

Holdings Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1-Description of Organization and Business

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1-Description

of Organization and Business Operations

Organization and General

Holdings Inc.

(the “Company”)

was incorporated as a Delaware corporation on September 18, 2020.

The Company was formed for the purpose of effectuating a merger, capital

stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the

“Business Combination”).

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 has not

commenced any operations.

All activity for the period from September 18, 2020 (inception) through September 30, 2022, has been related

to the Company’s formation and the initial public offering (“Initial Public Offering”) described below, and since the

offering, the search for a prospective initial Business Combination.

The Company will not generate any operating revenue until after

the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of income

earned on investments held in the Trust Account (as defined below) and is subject to non-cash fluctuations for changes in the fair value

of derivative warrant liabilities in its unaudited condensed statements of operations.

(the “Company”) was incorporated as a Delaware corporation on September 18, 2020.

The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”).

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

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

All activity for the period from September 18, 2020 (inception) through March 31, 2023, has been related to the Company’s formation and the initial public offering (“Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination.

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

The Company generates non-operating

income in the form of income earned on marketable securities held in the Trust Account (as defined below) and is subject to non-cash

fluctuations for changes in the fair value of derivative warrant liabilities in its unaudited condensed consolidated statements of operations.

The Company’s fiscal year end is December 31.

2 unchanged sentences

Holdings LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s Initial

Public Offering was declared effective on December 22, 2020.

On December 28, 2020, the Company consummated its Initial Public Offering

of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public

Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $ 10.00 per

Unit, generating gross proceeds of $ 230.0 million, and incurring offering costs of approximately $ 13.2 million, of which approximately

$ 8.1 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the private placement (“Private Placement”) of 7,350,000 warrants (each, a “Private

Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant

to the Sponsor, generating proceeds of approximately $ 7.4 million (Note 4).

The registration statement for the Company’s Initial Public Offering was declared effective on December 22, 2020.

On December 28, 2020, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $ 10.00 per Unit, generating gross proceeds of $ 230.0 million, and incurring offering costs of approximately $ 13.2 million, of which approximately $ 8.1 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,350,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $ 7.4 million (Note 4).

Trust Account

Upon the closing of the Initial Public Offering

and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds

of the Private Placement was placed in a trust account (the “Trust Account”) in the United States, with Continental Stock

Transfer & Trust Company acting as trustee, and invested in U.S.

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 money market funds meeting certain conditions of Rule 2a-7

Upon the closing of the Initial Public Offering and the Private Placement, $ 230.0 million ($ 10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested in U.S.

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 money market funds meeting certain conditions of Rule 2a-7

of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S.

treasury obligations until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the funds in the

Trust Account to the Company’s stockholders, as described below.

government treasury obligations until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

With respect to the regulation of SPACs like our company, on March 30, 2022, the SEC issued proposed rules relating to, among other items, the circumstances in which SPACs could become subject to regulation under the Investment Company Act.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, in December 2022 we instructed Continental, the trustee of the trust account, to liquidate the investments held in the trust account and instead to hold the funds in the trust account in an interest-bearing demand deposit account until the earlier of consummation of our initial business combination or liquidation.

This may reduce the amount of interest earned by the funds in the trust account.

As of March 31, 2023 and December 31, 2022, the funds in the trust account are held solely in an interest-bearing demand deposit account.

Initial Business Combination

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants,

although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to

at least 80 % of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned

on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination.

The Company will only complete

a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of

the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

Stock Market rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

There is no assurance that the Company will be able to successfully effect a Business Combination.

Holdings Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company will provide its holders of the outstanding

Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the

completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination

or (ii) by means of a tender offer.

In connection with a proposed Business Combination, the Company may seek stockholder approval of

a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares, regardless

of whether they vote for or against a Business Combination.

The Company will proceed with a Business Combination only if the Company

has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if

the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company seeks stockholder approval of

a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated

Certificate of Incorporation provides that, a Public Stockholder, together with any affiliate of such stockholder or any other person

with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15 % or more

of the Public Shares without the Company’s prior written consent.

The Public Stockholders will be entitled to redeem

their shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned

on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share amount to

be distributed to Public Stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company

will pay to the representative of the underwriters (as discussed in Note 5).

There will be no redemption rights upon the completion of

a Business Combination with respect to the Company’s warrants.

These shares of Class A common stock are recorded at a redemption

value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

If a stockholder vote is not required and the

Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and

Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission

(the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy

statement with the SEC prior to completing a Business Combination.

The Company’s Sponsor has agreed (a) to

vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of

a Business Combination, (b) not to propose an amendment to the Company’s amended and restated certificate of incorporation with

respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company

provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;

not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right

to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares

in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith)

or a vote to amend the provisions of the amended and restated certificate of incorporation relating to stockholders’ rights of

pre-Business Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall

not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

However, the Sponsor will

be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial

Public Offering if the Company fails to complete its Business Combination.

If the Company is unable to complete a Business

Combination within 24 months from the closing of the Initial Public Offering, or December 28, 2022 (the “Combination Period”),

the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than

ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on

deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company

to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares,

which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further

liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation

and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirement

of applicable law.

The representative of the underwriters has agreed to waive its rights to the deferred underwriting commission held

in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event,

such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be

less than the Initial Public Offering price per Unit ($ 10.00 ).

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer.

In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) provides that, a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15 % or more of the Public Shares without the Company’s prior written consent.

The Public Stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share

amount to be distributed to Public Stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the representative of the underwriters (as discussed in Note 5).

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

These shares of Class A common stock are recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business

Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;

(c) not to redeem any shares (including the Founder Shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business

Combination activity and (d) that the Founder Shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

If the Company is unable to complete a Business Combination by June 28, 2023, or such earlier date as determined by the Company’s board of directors (the “Board” and such period, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirement of applicable law.

The representative of the underwriters has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

Holdings Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Sponsor has agreed that it will be liable

to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective

target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business

combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the

actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share

due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by

a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether

or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial

Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified

whether the Sponsor has sufficient funds to satisfy its indemnity obligations.

None of the Company’s officers or directors will

indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations.

None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Proposed Business Combination

On December 8, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Banzai International Inc., a Delaware corporation (“Banzai”), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of 7GC (“First Merger Sub”), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of 7GC (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger Sub”).

Pursuant to the terms of the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Proposed Business Combination” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among other things, (i) First Merger Sub will merge with and into Banzai (the “First Merger”), with Banzai surviving as an indirect wholly owned subsidiary of the Company (the “Surviving Corporation”), and, (ii) immediately following the First Merger, the Surviving Corporation will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with the Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of 7GC.

At the closing of the Transactions (the “Closing”), 7GC will change its name to Banzai International, Inc., and its common stock is expected to be listed on the Nasdaq Capital Market (“Nasdaq”).

The Proposed Business Combination values the combined company resulting from the completion of the Proposed Business Combination at a pro forma enterprise value of approximately $ 380 million.

Under the terms of the Merger Agreement, the consideration to be paid to security holders of Banzai prior to the First Effective Time (such time as defined in the Merger Agreement and such holders, the “Pre-Closing Holders”)

in the First Merger is $ 293,000,000 , subject to certain adjustments contained in the Merger Agreement, including a reduction of $ 7,672,000 and addition of the 7GC Transaction Expenses (as defined in the Merger Agreement) in excess of the deferred underwriting fees from the Initial Public Offering and $ 10,000,000 , in each case as more specifically set forth in the Merger Agreement.

The consideration will be paid in stock, comprised of shares of the Company’s Class A common stock, par value $ 0.0001 per share (the “7GC New Class A Shares”), which will have one vote per share, and the Company’s Class B common stock, par value $ 0.0001 per share (the “7GC New Class B Shares”), which will have ten votes per share, in each case, as such classes of common stock exist as of immediately following the First Effective Time, and in cash in lieu of any fractional 7GC New Class A Shares or 7GC New Class B Shares that would otherwise be owed to any Pre-Closing

Holder, as well as restricted 7GC New Class A Shares subject to the vesting and forfeiture provisions provided for in the Merger Agreement and described in the Merger Agreement (collectively, the “Earn Out Shares”).

The consummation of the Transactions is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others:

(i) approval of the 7GC Stockholder Matters (as defined in the Merger Agreement) by the Company’s stockholders, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions being in force, (iv) the Registration Statement/Proxy Statement (as defined in the Merger Agreement) having become effective, (v) the 7GC New Class A Shares (including the Earn Out Shares) to be issued pursuant to the Merger Agreement having been approved for listing on Nasdaq, (vi) the Company having at least $ 5,000,001 of net tangible assets remaining after redemptions by the Company’s stockholders, (vii) consummation of the acquisition by Banzai of Hyros Inc., a Delaware corporation (“Hyros”), pursuant to the terms and subject to the conditions set forth in that certain Agreement and Plan of Merger, dated as of December 8, 2022 (the “Hyros Purchase Agreement”), by and among Banzai, Hero Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Banzai (the “Hyros Merger Sub”), Hyros and the stockholder representative party thereto (the “Stockholder Representative”), and (vii) customary bring-down conditions.

Additionally, the obligations of Banzai and its subsidiaries to consummate the Transactions are also conditioned upon, among others, (A) the Company having delivered to Banzai executed copies of the Registration Rights Agreement and the Exchange Agent Agreement (as defined in the Merger Agreement), and evidence that the second amended and restated certificate of incorporation of the Company has been filed with the Secretary of State of Delaware, and (B) the sum of (i) the cash proceeds to be received by the Company at Closing from the Trust Account established by the Company in connection with the Transactions (after, for the avoidance of doubt, giving effect to redemptions by the Company’s stockholders), (ii) the $ 100,000,000 equity commitment by GEM Global Yield LLC SCS and GEM Yield Bahamas Limited under the Share Purchase Agreement dated as of May 27, 2022 and (iii) the unrestricted cash on the balance sheet of Banzai as of immediately prior to the Closing equaling or exceeding $ 100,000,000 .

The Company filed a Current Report on Form 8-K with the SEC on December 8, 2022 including additional details, the Merger Agreement, and related supporting agreements.

Stockholders Meeting, Trust Account Redemptions, Extension of Combination Period and Additional Trust Deposits

On December 21, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “Meeting”).

At the Meeting, the Company’s stockholders approved an amendment to the Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to extend the date by which the Company must consummate its initial Business Combination from December 28, 2022, within 24 months from the closing of the Initial Public Offering, to June 28, 2023, or such earlier date as determined by the Board (the “Extension”).

Also on December 21, 2022, the Company filed the Extension Amendment with the Secretary of State of the State of Delaware.

Stockholders holding 17,923,223 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.

Following redemptions, the Company has 5,076,777 Public Shares outstanding.

After the satisfaction of such redemptions the balance of the Trust Account was approximately $ 52.1 million.

In connection with the Extension, the Sponsor agreed to deposit into the Trust Account an aggregate of $ 900,000 plus $ 300,000 for each of the three subsequent calendar months commencing on March 29, 2023.

As of March 31, 2023, $ 900,000 was deposited into the Trust Account for the benefit of the Public Stockholders.

The Company issued an unsecured promissory note in connection with these fundings.

Liquidity and Going Concern

As of September 30, 2022, the Company had approximately

$ 323,000 of cash in its operating account and a working capital deficit of approximately $ 1.9 million (excluding tax obligations of approximately

$ 373,000 that may be paid using investment income earned in Trust Account).

Subsequent to the consummation of the Initial

Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public

Offering and the Private Placement held outside of the Trust Account.

Additionally, during the three and nine months ended September

30, 2022, approximately $ 401,000 of the interest earned on the investments held in the Trust Account was requested and released from

the Trust Account in order to pay the Company’s tax obligations.

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, provide the Company Working Capital Loans (as defined in Note 4).

As of September 30, 2022 and December 31, 2021,

there were no Working Capital Loans outstanding.

The Company has incurred and expects to incur

significant costs in pursuit of its financing and acquisition plans which resulted in the Company’s accrued expenses being greater

than the cash balance in its operating account.

In connection with the Company’s assessment of going concern considerations in

accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined

that the working capital deficit and the mandatory liquidation date and subsequent dissolution raise substantial doubt about the Company’s

ability to continue as a going concern.

If the Company is unable to complete a Business Combination by December 28, 2022, then the Company

will cease all operations except for the purpose of liquidating.

Management intends to close the business transaction prior to the termination

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after

December 28, 2022.

As of March 31, 2023, the Company had approximately $ 805,000 of cash in its operating account and a working capital deficit of approximately $ 3.8 million (excluding the convertible promissory note – related party).

During the period ended March 31, 2023 no amounts were withdrawn from the Trust Account.

During the year ended December 31, 2022, approximately $ 1.1 million was withdrawn from the Trust Account to pay tax obligations, and as of March 31, 2023, approximately $ 297,000 of tax obligations can be withdrawn from the Trust Account.

Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account and loans from the Sponsor.

Additionally, during the year ended December 31, 2022, approximately $ 1.1 million of the gain on investments held in the Trust Account was requested and released from the Trust Account in order to pay the Company’s tax obligations.

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, provide the Company Working Capital Loans (as defined in Note 4).

On December 21, 2022, the Company issued an unsecured promissory note (the “Note”) to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $ 2,300,000 .

Up to $ 500,000 of the Note may be drawn and used for working capital purposes (a “Working Capital Drawdown”) and up to $ 1,800,000 of the Note may be drawn and used to finance deposits to the Trust Account (an “Extension Drawdown”).

As of March 31, 2023 there was $ 377,500 outstanding as a Working Capital Drawdown under this Note and $ 900,000 outstanding as an Extension Drawdown.

As of December 31, 2022, there was $ 200,000 outstanding as a Working Capital Drawdown under this Note and $ 900,000 outstanding as an Extension Drawdown.

The Company has incurred and expects to incur significant costs in pursuit of its Proposed Business Combination, which resulted in the Company’s accrued expenses being greater than the cash balance in its operating account.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 205-40, “Presentation

of Financial Statements – Going Concern,” management has determined that the working capital deficit and the mandatory liquidation date and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

If the Company is unable to complete a Business Combination by June 28, 2023, or such earlier date as determined by the Board, then the Company will cease all operations except for the purpose of liquidating.

Management intends to close the Business Combination prior to the termination date.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 28, 2023, or such earlier date as determined by the Board.

Holdings Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 2-Basis of Presentation and Summary of

Significant Accounting Policies

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial

statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America

(“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

Accordingly, they do not include

all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited condensed financial statements reflect

all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the

periods presented.

Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results

that may be expected through December 31, 2022 or any future period.

The accompanying unaudited condensed financial

statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the

Company with the SEC on April 1, 2022.

Emerging Growth

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public

accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an

emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

The accompanying unaudited condensed consolidated financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected through December 31, 2023 or any future period.

The condensed consolidated financial statements include the accounts of 7GC & Co.

Holdings Inc., its subsidiaries where we have controlling financial interests.

All intercompany balances and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K

filed by the Company with the SEC on March 31, 2023.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such an election to opt out is irrevocable.

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

This may make comparison of the Company’s

unaudited condensed financial statements with those of 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.

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 unaudited condensed consolidated financial statements with those of 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 unaudited condensed financial

statements in conformity with GAAP requires 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 unaudited condensed financial statements and the reported

amounts of revenues and expenses during the reporting period.

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at

the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the

near term due to one or more future confirming events.

One of the most significant accounting estimates included in these unaudited condensed

financial statements is the determination of the fair value of the warrant liabilities.

Such estimates may be subject to change as more

current information becomes available and accordingly the actual results could differ significantly from those estimates.

Actual results

could differ from those estimates.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

One of the most significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities.

Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Actual results could differ from those estimates.

Holdings Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Concentration

of Credit Risk

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 limit of $ 250,000 , and any investments held in the Trust Account.

As of September 30, 2022 and December

31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant

risks on such accounts.

The Company’s investments held in the Trust Account as of September 30, 2022 and December 31, 2021 are

comprised of investments in U.S.

Treasury securities with an original maturity of 185 days or less or investments in money market funds

that comprise only U.S.

treasury securities money market funds.

Cash and Cash

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 no cash equivalents held outside

the Trust Account as of September 30, 2022 and December 31, 2021.

Held in the Trust Account

The Company’s portfolio of investments

held in the Trust Account is comprised of U.S.

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 investments in money market funds that invest in U.S.

government securities and

generally have a readily determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account

are comprised of U.S.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Concentration of Credit Risk

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 limit of $ 250,000 , and any investments held in the Trust Account.

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

The Trust Account as of March 31, 2023 and December 31, 2022 was held in an interest-bearing demand deposit account.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company held no cash or cash equivalents outside the Trust Account as of March 31, 2023

and December 31, 2021.

Investments Held in the Trust Account

The Company’s portfolio of investments held in the Trust Account prior to the extension period was comprised of U.S.

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 investments in money market funds that invest in U.S.

government securities and generally have a readily determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account are comprised of U.S.

government securities, the investments are classified as trading securities.

When the Company’s investments

held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments

in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period.

Gains and losses

resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying

unaudited condensed statements of operations.

The estimated fair values of investments held in the Trust Account are determined using

available market information.

When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

In December 2022 the Company instructed the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of consummation of a Business Combination and liquidation of the Company.

As of March 31, 2023 and December 31, 2022, the funds in the Trust Account are held solely in an interest-bearing demand deposit account.

Fair Value of Financial Instruments

The carrying value of the Company’s assets

and liabilities recognized in the condensed balance sheets, which qualify as financial instruments under FASB ASC Topic 820, “Fair

Value Measurements,” equals or approximates the fair value for such assets and liabilities either because of the short-term nature

of the instruments or because the instrument is recognized at fair value.

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement

The carrying value of the Company’s assets and liabilities recognized in the condensed consolidated balance sheets, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the fair value for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted

quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs

(Level 3 measurements).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers consist of:

1, defined as observable inputs such as quoted prices for identical instruments in active

2, defined as inputs other than quoted prices in active markets that are either directly

or indirectly observable such as quoted prices for similar instruments in active markets

or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring

an entity to develop its own assumptions, such as valuations derived from valuation techniques

in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure

fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is

categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Holdings Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Offering Costs

Offering costs consist of legal, accounting,

underwriting fees and other costs directly related to the Initial Public Offering.

Offering costs are allocated to the separable financial

instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the unaudited condensed

statements of operations.

Offering costs associated with the Public Shares were charged against the carrying value of the Class A common

stock subject to possible redemption upon the completion of the Initial Public Offering.

The Company classifies deferred underwriting

commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require

the creation of current liabilities.

Warrant Liabilities

The Company does not use derivative instruments

to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including

issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives,

pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The classification of derivative

instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting

The warrants issued in connection with the Initial

Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance

with ASC 815.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to

fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised, and any

change in fair value is recognized in the Company’s unaudited condensed statements of operations.

The fair value of the Public

Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte

Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Black-Scholes model

at each measurement date.

The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been

measured based on the listed market price of such warrants.

The determination of the fair value of the warrant liabilities may be subject

to change as more current information becomes available and accordingly the actual results could differ significantly.

Derivative warrant

liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets

or require the creation of current liabilities.

Class A Common

Stock Subject to Possible Redemption

The Company accounts for its Class A common stock

subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”

Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either

within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

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

Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating

expenses in the unaudited condensed consolidated statements of operations.

Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering.

The Company classifies deferred underwriting commissions as non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed

at the end of each reporting period.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period.

The liabilities are subject to re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statements of operations.

The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Black-Scholes model at each measurement date.

The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants.

The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.

Derivative warrant liabilities are classified as non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, Class A common stock are classified as stockholders’ equity.

Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control

and subject to occurrence of uncertain future events.

Accordingly, as of September 30, 2022 and December 31, 2021, 23,000,000 shares

of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit

section of the Company’s condensed balance sheets.

Under ASC 480-10-S99, the Company has elected

to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption

value at the end of the reporting period.

This method would view the end of the reporting period as if it were also the redemption date

of the security.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value

to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

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

Accordingly, as of March 31, 2023 and December 31, 2022, 5,076,777 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets.

Under ASC 480-10-S99,

the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period.

This method would view the end of the reporting period as if it were also the redemption date of the security.

Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in

capital (to the extent available) and accumulated deficit.

Subsequent changes result from redemptions and the Extension payments deposited in the Trust Account.

The changes in the carrying value of the common stock, subject to possible redemption, result in charges against additional paid-in

capital (to the extent available) and accumulated deficit.

Holdings Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Per Share of Common Stock

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as

Class A common stock and Class B common stock.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Net Income Per Share of Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock.

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

This presentation

assumes a Business Combination as the most likely outcome.

Net income per share of common stock is calculated by dividing net income

by the weighted average number of shares of common stock outstanding for the respective period.

The calculation of diluted net income per common

share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to

purchase an aggregate of 18,850,000 shares of Class A common stock in the calculation of diluted income per common share, because their

exercise is contingent upon future events.

As a result, diluted net income per common share is the same as basic net income per common

share for the three and nine months ended September 30, 2022 and 2021.

Accretion associated with the redeemable Class A common stock

is excluded from earnings per share as the redemption value approximates fair value.

The following table presents a reconciliation

of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:

For the Three Months Ended September

Basic and diluted net income per common share:

Allocation of net income

Basic and diluted weighted average common shares outstanding

Basic and diluted net income per common share

For the Nine Months Ended September

This presentation assumes a Business Combination as the most likely outcome.

Net income per share of common stock is calculated by dividing net income by the weighted average number of shares of common stock outstanding for the respective period.

The calculation of diluted net income per common share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 18,850,000 shares of Class A common stock in the calculation of diluted income per common share, because their exercise is contingent upon future events.

As a result, diluted net income per common share is the same as basic net income per common share for the three months ended March 31, 2023 and 2022.

Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:

For the Three Months Ended March 31,

Basic and diluted net income per common share:

Allocation of net income

Allocation of net (loss) income

Basic and diluted weighted average common shares outstanding

Basic and diluted net income per common share

The Company follows the asset and liability method

of accounting for 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.

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.

As of September 30, 2022 and December 31, 2021, deferred taxes were offset by their full

valuation allowances.

The Company follows the asset and liability method of accounting for 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.

As of March 31, 2023 and December 31, 2022, deferred taxes were offset by their full valuation allowances.

Holdings Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

ASC 740 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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ASC 740 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.

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

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

The Company is currently

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

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

Recent Accounting

Pronouncements

The Company’s management does not believe

that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

unaudited condensed financial statements.

Note 3-Initial Public Offering

On December 28, 2020, the Company consummated

its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $ 10.00 per Unit, generating gross proceeds

of $ 230.0 million, and incurring offering costs of approximately $ 13.2 million, of which approximately $ 8.1 million was for deferred

underwriting commissions.

Each Unit consists of one share of Class A common

stock, and one-half of one redeemable warrant (each, a “Public Warrant”).

Each Public Warrant entitles the holder to purchase

one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Note 4-Related Party Transactions

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 subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Pronouncements

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 accompanying unaudited condensed consolidated financial statements.

Note 3-Initial

Public Offering

On December 28, 2020, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $ 10.00 per Unit, generating gross proceeds of $ 230.0 million, and incurring offering costs of approximately $ 13.2 million, of which approximately $ 8.1 million was for deferred underwriting commissions.

Each Unit consists of one share of Class A common stock, and one-half

of one redeemable warrant (each, a “Public Warrant”).

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

Note 4-Related

Party Transactions

Founder Shares

On September 18, 2020, the Sponsor purchased

5,031,250 shares of the Company’s Class B common stock, par value $ 0.0001 per share, (the “Founder Shares”) for an

aggregate purchase price of $ 25,000 , or approximately $ 0.005 per share.

On December 1, 2020, the Sponsor transferred 25,000 Founder Shares

to each of the Company’s four director nominees.

In December 2020, the Company effected a stock dividend of approximately 0.143

shares for each share of Class B common stock outstanding, resulting in an aggregate of 5,750,000 Founder Shares outstanding.

of the initial stockholders then retransferred an aggregate of 14,286 shares back to the Sponsor.

Of the 5,750,000 Founder Shares outstanding,

up to 750,000 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised

in full, so that the initial stockholders would own 20.0 % of the Company’s issued and outstanding shares after the Initial Public

On September 18, 2020, the Sponsor purchased 5,031,250 shares of the Company’s Class B common stock, par value $ 0.0001 per share, (the “Founder Shares”) for an aggregate purchase price of $ 25,000 , or approximately $ 0.005 per share.

On December 1, 2020, the Sponsor transferred 25,000 Founder Shares to each of the Company’s four director nominees.

In December 2020, the Company effected a stock dividend of approximately 0.143 shares for each share of Class B common stock outstanding, resulting in an aggregate of 5,750,000 Founder Shares outstanding.

Certain of the initial stockholders then retransferred an aggregate of 14,286 shares back to the Sponsor.

Of the 5,750,000 Founder Shares outstanding, up to 750,000 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full, so that the initial stockholders would own 20.0 % of the Company’s issued and outstanding shares after the Initial Public Offering.

The underwriters exercised their over-allotment option in full on December 28, 2020;

thus, the 750,000 Founder Shares were

no longer subject to forfeiture.

The Company’s initial stockholders agreed

not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business

Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds

$ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the

Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the

stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the Private Placement of 7,350,000 Private Placement Warrants at a price of $ 1.00 per Private

Placement Warrant to the Sponsor, generating proceeds of approximately $ 7.4 million.

Each warrant is exercisable to purchase one share

of the Company’s Class A common stock at a price of $ 11.50 per share.

Certain proceeds from the sale of the Private Placement Warrants

were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business

Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption

of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless.

thus, the 750,000 Founder Shares were no longer subject to forfeiture.

The Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,350,000 Private Placement Warrants at a price of $ 1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $ 7.4 million.

Each warrant is exercisable to purchase one share of the Company’s Class A common stock at a price of $ 11.50 per share.

Certain proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirement of applicable law) and the Private Placement Warrants will expire worthless.

Holdings Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Related Party

In order to finance transaction costs in connection

with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors

may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

Such Working Capital

Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation of a Business Combination, without interest,

or, at the lenders’ discretion, up to $ 1.5 million of notes may be converted upon consummation of a Business Combination into additional

Private Placement Warrants at a price of $ 1.00 per Warrant.

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, 2022 and December 31, 2021, the Company had no Working Capital

Loans outstanding.

Administrative

Support Agreement

The Company agreed to pay $ 10,000 a month for

office space, utilities, and secretarial and administrative support to the Sponsor.

Services commenced on the date the securities were

first listed on the Nasdaq and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation

of the Company.

In the three months ended September 30, 2022 and 2021, the Company incurred and expensed approximately $ 30,000 in expenses

for these services.

In the nine months ended September 30, 2022 and 2021, the Company incurred and expensed approximately $ 90,000 and

$ 91,000 , respectively, in expenses for these services.

These expenses were included in general and administrative expenses on the accompanying

unaudited condensed statements of operations.

There was no outstanding balance for such services as of September 30, 2022 and December

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Related Party Loans

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

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $ 1.5 million of notes may be converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $ 1.00 per Warrant.

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

As of March 31, 2023 and December 31, 2022, the Company had nothing outstanding under this Working Capital Loan.

On December 21, 2022, the Company issued the Note to the Sponsor, which provides for borrowings from time to time of up to an aggregate of $ 2,300,000 .

Up to $ 500,000 of the Note may be drawn and used for Working Capital Drawdowns and up to $ 1,800,000 of the Note may be drawn and used for Extension Drawdowns.

The Company borrowed $ 1,100,000 under the Note on December 21, 2022, $ 900,000 of which was an Extension Drawdown and $ 200,000 of which was a Working Capital Drawdown.

The Note does not bear interest and is repayable in full upon the earlier of the consummation of a Business Combination or the date the Company liquidates the Trust Account upon the failure of the Company to consummate a Business Combination within the requisite time period.

Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into that number of shares of Class A common stock, $ 0.0001 par value per share, of the Company (the “Converted Shares”) equal to the principal amount of the Note so converted divided by $ 10.00 .

The terms of the Converted Shares, if issued, will be identical to the terms of the Company’s Public Shares, except that the Converted Shares (x) will not be registered under the Securities Act, and (y) will be subject to the terms of that certain letter agreement, dated as of December 22, 2020, among the Company, the Sponsor, and certain other parties thereto.

The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

On February 9, 2023 the Company borrowed an additional $ 177,500 under the Note which was a Working Capital Drawdown.

Administrative Support Agreement

The Company agreed to pay $ 10,000 a month for office space, utilities, and secretarial and administrative support to the Sponsor.

Services commenced on the date the securities were first listed on Nasdaq and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company.

In the three months ended March 31, 2023 and 2022, the Company incurred approximately $ 30,000 in expenses for these services.

These expenses were included in general and administrative expenses on the accompanying unaudited condensed consolidated statements of operations.

There was $ 10,000 and $ 0 outstanding balance for such services as of March 31, 2023 and December 31, 2022, respectively.

Due to Related Party

In the three and nine months ended September

30, 2022, the Sponsor paid certain expenses on behalf of the Company.

As of September 30, 2022, the outstanding balance for such advances

were approximately $ 33,000 , which was included in due to related party in current liabilities on the accompanying condensed balance sheets.

There were no such advances outstanding as of December 31, 2021.

Note 5-Commitments & Contingencies

The holders of the Founder Shares, Private Placement

Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable

upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon

conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed on the effective

date of the Initial Public Offering.

The holders of these securities were entitled to make up to three demands, excluding short form

demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights

with respect to registration statements filed subsequent to the consummation of a Business Combination.

The registration rights agreement

does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

In the three months ended March 31, 2023, the Sponsor paid certain expenses on behalf of the Company , there were no such expenses in the first three months ended March 31, 2022

As of March 31, 2023, the outstanding balance for such advances were approximately $ 52,000 , which was included in due to related party in current liabilities on the accompanying condensed consolidated balance sheets.

There was $ 48,000 of such advances outstanding as of December 31, 2022.

Note 5-Commitments &

Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering.

The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination.

The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were entitled to a cash underwriting

discount of 2.0 % of the gross proceeds of the Initial Public Offering, or $ 4.6 million in the aggregate.

In addition, the representative

of the underwriters is entitled to a deferred fee of 3.5 % of the gross proceeds of the Initial Public Offering, or approximately $ 8.1

The deferred fee will become payable to the representative of the underwriters from the amounts held in the Trust Account solely

in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

The underwriters were entitled to a cash underwriting discount of 2.0 % of the gross proceeds of the Initial Public Offering, or $ 4.6 million in the aggregate.

In addition, the representative of the underwriters is entitled to a deferred fee of 3.5 % of the gross proceeds of the Initial Public Offering, or approximately $ 8.1 million.

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

Holdings Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Uncertainties

Various social and political circumstances in

the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United

States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and

other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes,

tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or

deterioration in the United States and worldwide.

Specifically, the rising conflict between Russia and Ukraine, and resulting market

volatility could adversely affect the Company’s ability to complete a business combination.

In response to the conflict between

Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia.

the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse

effect on the Company’s ability to complete a business combination and the value of the Company’s securities.

Management continues to evaluate the impact of

these types of risks and has concluded that while it is reasonably possible that these risks and uncertainties could have a negative

effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is

not readily determinable as of the date of these unaudited condensed financial statements.

The unaudited condensed financial statements

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

On August 16, 2022, the Inflation Reduction Act

of 2022 (the “IR Act”) was signed into federal law.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Risks and Uncertainties

Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide.

Specifically, the continuing conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination.

In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia.

Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities.

Management continues to evaluate the impact of these types of risks and has concluded that while it is reasonably possible that these risks and uncertainties could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements.

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

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

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

federal 1 % excise

tax on certain repurchases of stock by publicly traded U.S.

federal 1 % excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly

traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself,

not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the

shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are

permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same

taxable year.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

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

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

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

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”)

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

Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension

vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection

with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the

redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination,

(iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise

issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the

content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and

not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause

a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business

Note 6-Derivative Warrant Liabilities

As of September 30, 2022 and December 31, 2021,

the Company had 11,500,000 Public Warrants and 7,350,000 Private Placement Warrants outstanding.

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

Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

In order to mitigate the current uncertainty surrounding the implementation of the IR Act, the Sponsor, or a designee, agreed to indemnify the Company for any excise tax liabilities with respect to any future redemptions that occur after December 31, 2022 and prior to or in connection with a Business Combination or liquidation of the Company.

The foregoing would mitigate a potential reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Note 6-Derivative

Warrant Liabilities

As of March 31, 2023 and December 31, 2022, the Company had 11,500,000 Public Warrants and 7,350,000 Private Placement Warrants outstanding.

Holdings Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Public Warrants will become exercisable on

the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering,

provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class

A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits

holders to exercise their warrants on a cashless basis under certain circumstances).

The Company has agreed that as soon as practicable,

but in no event later than 15 business days after the closing of the initial Business Combination, it will its best efforts to file with

the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration

statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants

expire or are redeemed.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants

is not effective by the 60th business day after the closing of the initial Business Combination, the warrant holders may, until such

time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective

registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act

or another exemption.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants

on a cashless basis.

The warrants have an exercise price of $11.50

per share, subject to adjustments, and will expire five years from the consummation of a Business Combination or earlier upon redemption

or liquidation.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted

in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation.

addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes

in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per

share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board

of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held

by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross

proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of

the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions),

and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the

trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”)

is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher

of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to

the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Additionally, in no event will the Company be

required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period

and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to

their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect

to such warrants.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances).

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, the warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Additionally, in no event will the Company be required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

If the Company calls the Public Warrants for redemption, management

will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as

described in the warrant agreement.

The exercise price and number of common shares issuable upon exercise of the Public Warrants may

be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization,

merger or consolidation.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates

the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will

they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants.

the warrants may expire worthless.

Once the Warrants become exercisable, the Company

may redeem the outstanding Warrants (except for the Private Placement Warrants):

whole and not in part;

a price of $0.01 per Warrant;

a minimum of 30 days’ prior written notice of redemption (the “30-day redemption

and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations

and the like) for any 20 trading days within a 30-trading day period commencing once the

Warrants become exercisable and ending on the third trading day prior to the date on which

the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

Accordingly, the warrants may expire worthless.

Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except for the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per Warrant;

upon a minimum of 30 days’ prior written notice of redemption (the “30-day

redemption period”);

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading

day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Holdings Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company will not redeem the warrants unless

a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants

is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption

period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the

Securities Act.

If and when the warrants become redeemable by the Company, it may not exercise its redemption right if the issuance of

shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky

laws or the Company is unable to effect such registration or qualification.

The Private Placement Warrants will be identical

to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants will,

and the common shares issuable upon the exercise of the Private Placement Warrants will not, be transferable, assignable or salable until

after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will

be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement

Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Note 7-Class A Common Stock Subject to Possible

The Company’s Class A common stock feature

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company will not redeem the warrants unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day

redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.

If and when the warrants become redeemable by the Company, it may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants, and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not, be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable

so long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

A Common Stock Subject to Possible Redemption

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

The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of the Company’s

Class A common stock are entitled to one vote for each share.

As of September 30, 2022 and December 31, 2021, there were 23,000,000 shares

of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in

the condensed balance sheets.

The Class A common stock subject to possible

redemption reflected on the condensed balance sheets is reconciled on the following table:

Holders of the Company’s Class A common stock are entitled to one vote for each share.

As of March 31, 2023 and December 31, 2022, there were 5,076,777 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed consolidated balance sheets.

On December 2, 2022, the Company held the stockholders meeting described in Note 1.

Stockholders holding 17,923,223 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.

In addition, as of March 31, 2023 and December 31, 2022, $ 900,000 was deposited by the Company in to the Trust Account for the benefit of the public stockholders.

The Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table:

Gross proceeds

$ 230,000,000

Amount allocated to Public Warrants

( 13,340,000 )

Class A common stock issuance costs

( 12,403,774 )

Accretion of carrying value to redemption value

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

Increase in redemption value of Class A common stock subject

to redemption

Class A common stock subject to possible redemption, September 30, 2022

Redemption of Class A common stock subject to possible redemption

( 180,858,526

Note 8-Stockholders’ Deficit

Preferred stock -The Company is

authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

As of September 30, 2022 and December

31, 2021, there were no shares of preferred stock issued or outstanding.

Class A common stock -The Company

is authorized to issue 100,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

As of September 30, 2022 and

December 31, 2021, there were 23,000,000 shares of Class A common stock outstanding, including 23,000,000 shares of Class A common stock

subject to possible redemption that were classified as temporary equity in the accompanying condensed balance sheets (see Note 7).

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

Increase in redemption value of Class A common stock subject to redemption

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

Note 8-Stockholders’

Preferred stock

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

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

A common stock

-The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

As of March 31, 2023 and December 31, 2022, there were 5,076,777 shares of Class A common stock outstanding, including 5,076,777 shares of Class A common stock subject to possible redemption that were classified as temporary equity in the accompanying condensed consolidated balance sheets (see Note 7).

Holdings Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Class B common stock -The Company

is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

As of September 30, 2022 and

December 31, 2021, there were 5,750,000 shares of Class B common stock outstanding with no shares subject to forfeiture.

Holders of the Company’s Class B common

stock are entitled to one vote for each share.

The shares of Class B common stock will automatically convert into shares of 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.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or

deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination,

the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders

of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed

issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal,

in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of common stock outstanding upon the completion

of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection

with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the

initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of

loans made to the Company).

Note 9-Fair Value Measurements

The following tables present information about

the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value

hierarchy of the valuation techniques that the Company utilized to determine such fair value.

September 30, 2022

Investments held in Trust Account - U.

Treasury Securities

$ 231,034,418

Investments held in Trust Account - Money Market Funds

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

B common stock

-The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

As of March 31, 2023 and December 31, 2022, there were 5,750,000 shares of Class B common stock outstanding with no shares subject to forfeiture.

Holders of the Company’s Class B common stock are entitled to one vote for each share.

The shares of Class B common stock will automatically convert into shares of 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.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted

basis, 20 % of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Value Measurements

The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

March 31, 2023

Derivative warrant liabilities – Public

1 unchanged sentence

December 31, 2022

Significant Other

Investments held in Trust Account - Mutual Funds

$ 230,023,192

Derivative warrant liabilities – Public

Derivative warrant liabilities – Private Placement

Transfers to/from Levels 1, 2, and 3 are recognized

at the beginning of the reporting period.

The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a

Level 1 fair value measurement, as the Public Warrants were separately listed and traded in February 2021.

There were no transfers to/from

Levels 1, 2, and 3 during the nine months ended September 30, 2022.

There were no assets that were required to be measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022.

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement, as the Public Warrants were separately listed and traded in February 2021.

The estimated fair value of the Private Placement Warrants was transferred from a Level 3 fair value measurement to a Level 2 fair value measurement in the fourth quarter of 2022.

As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant due to the low probability of the redemption feature only applicable to the Public Warrants being triggered.

arrants were transferred to Level 2 in the first quarter of 2023 due to the low trading volume of the security.

Holdings Inc.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Level 1 instruments include investments in U.S.

government securities and investments in money market and mutual funds invested in government securities.

The Company uses inputs such

as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair

value of its investments.

The fair value of the Public Warrants issued

in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation

model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model at

each measurement date.

The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based

on the listed market price of such warrants, a Level 1 measurement, since the three months ended March 31, 2021 reporting period.

the three months ended September 30, 2022 and 2021, the Company recognized a benefit of approximately $ 1.3 million and $ 6.2 million,

respectively, resulting from a decrease in the fair value of the derivative warrant liabilities and presented as change in fair value

of derivative warrant liabilities on the accompanying unaudited condensed statements of operations.

In the nine months ended September

30, 2022 and 2021, the Company recognized a benefit of approximately $ 11.2 million and $ 14.8 million, respectively, resulting from a

decrease in the fair value of the derivative warrant liabilities and presented as change in fair value of derivative warrant liabilities

on the accompanying unaudited condensed statements of operations.

The estimated fair value of the Private Placement

Warrants and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs.

Inherent in a Monte

Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants

and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The fair values of the Public Warrants and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair values of the Private Placement Warrants have continued to be measured using a Monte Carlo simulation model through September 30, 2022 and have since then relied on the quoted listed trading price of the Public Warrants.

The fair values of Public Warrants have been measured based on the listed market price of such warrants, a Level 1 measurement, since the three months ended March 31, 2021 reporting period.

In the periods ended March 31, 2023 and December 31, 2022, the Company recognized a benefit

(loss) of approximately ($ 0.6 ) million and $ 10.3 million, respectively, resulting from changes in the fair value of the derivative warrant liabilities, presented as change in fair value of derivative warrant liabilities in the accompanying consolidated statements of operations.

The estimated fair values of the Private Placement Warrants and the Public Warrants prior to being separately listed and traded, were initially determined using Level 3 inputs.

Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected

remaining life of the warrants.

Treasury zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information

regarding Level 3 fair value measurements inputs at their measurement dates:

September 30,

Time to M&A (Year)

Risk-free rate

Dividend yield

The changes in the fair value of the Level 3

derivative warrant liabilities for the nine months ended September 30, 2022 and 2021, are summarized as follows:

The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The changes in the fair value of the Level 3 derivative warrant liabilities for the three months ended March 31, 2022, are summarized as f ollows:

Derivative warrant liabilities at January 1, 2022

Change in fair value of derivative warrant liabilities

( 2,793,000 )

( 11,457,000 )

Transfer of Public Warrants to Level 1

( 8,740,000 )

Derivative warrant liabilities at March 31, 2022

Change in fair value of derivative warrant liabilities

( 1,102,500 )

Derivative warrant liabilities at June 30,

Change in fair value of derivative warrant liabilities

( 2,425,500 )

Derivative warrant liabilities at September 30,

Note 11-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 issued and

determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed

financial statements.

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

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