What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-08-21 compared with 2023-05-19 · 181 added, 99 removed, 418 unchanged (40% of the section changed)

1 unchanged sentence

Holdings Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CON SOLIDAT

ED BALANCE SHEETS

Prepaid expenses

5 unchanged sentences

Due to related party

Convertible promissory note – related party

Class A ordinary shares tendered for redemption, 1,747,139 shares at $ 10.55 to be paid out of Trust account

Convertible loan from related party

Income taxes payable

Franchise tax payable

Income tax payable

Accrued expenses

5 unchanged sentences

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

5,076,777 shares at $ 10.30 and $

10.23 per share redemption value

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

3,329,638 and 5,076,777 shares at $ 10.57 and $ 10.23 per share at June 30, 2023 and December 31, 2022, respectively

Stockholders’ deficit

1 unchanged sentence

1,000,000 shares authorized;

none issued or outstanding

no ne issued or outstanding

Class A common stock, $ 0.0001 par value;

100,000,000 shares authorized;

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

3,329,638 and 5,076,777

shares issued or outstanding (excluding 3,329,638 and 5,076,777

shares subject to possible redemption as of June 30, 2023 and December 31, 2022, respectively )

Class B common stock, $ 0.0001 par value;

8 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For The Three

June 30, 2023

For The Three

June 30, 2022

June 30, 2023

June 30, 2022

General and administrative expenses

Non-redemption agreement expense

Franchise tax expenses

5 unchanged sentences

Income tax expense

Net (loss) income

Net income (loss)

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

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

Basic and diluted net income (loss) per share, Class B non-redeemable

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

Holdings Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOC KHO

LDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS E NDE

D JUNE 30, 2023

Stockholders’

Balance as of January 1, 2023

Remeasurement of Class A common stock to redemption value

Remeasurement of Class A common stock to redemption

Balance as of March 31, 2023 (unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Contribution for non-redemption agreement

Remeasurement of Class A common stock to redemption

Balance as of June 30, 2023 (unaudited)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Stockholders’

1 unchanged sentence

Balance as of March 31, 2022 (unaudited)

Balance as of June 30, 2022 (unaudited)

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

Holdings Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE

MARCH 31, 2023

FOR THE THREE

MARCH 31, 2022

UNAUDITED CONDENSED CONSOLIDATE D

STATEMENTS OF CASH FLOWS

JUNE 30, 2023

JUNE 30, 2022

Cash Flows from Operating Activities

1 unchanged sentence

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

Non redemption agreement

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

Formation and operating expenses funded by note payable through Sponsor

Change in fair value of derivative warrant liabilities

1 unchanged sentence

Prepaid and other assets

Income tax payable

Accounts payable

Due to related party

Accrued expenses

Income tax payable

Franchise tax payable

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash Flows from Investing Activities

Cash deposited in Trust Account for extension

Cash withdrawn from Trust Account to pay fr anchi

se and income taxes

Net cash used in investing activities

Cash Flows from Financing Activities

Proceeds from note payable and advances from related party

Offering costs paid

Net cash provided in (used by) financing activities

Net (decrease) increase in cash

Proceeds from note payable and advances from related party

Net cash provided by (used in) financing activities

Net decrease in cash

Cash —beginning of period

10 unchanged sentences

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

As of March 31, 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.

As of June 30, 2023, the Company has not commenced any operations.

All activity for the period from September 18, 2020 (inception) through June 30, 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.

2 unchanged sentences

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.

Sponsor and Financing

5 unchanged sentences

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.

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

government treasury obligations until the earlier of:

3 unchanged sentences

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.

As of June 30, 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.

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.

Nasdaq 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.

27 unchanged sentences

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”).

On December 8, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Original 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”), as amended by the Amendment to Agreement and Plan of Merger, dated as of August 4, 2023, by and between 7GC and Banzai (the “Amendment” and together with the Original Merger Agreement, the “Merger Agreement”).

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”).

Pursuant to the Amendment, the Company and Banzai agreed to amend the terms and conditions of the Merger Agreement to provide (among other changes) that:

(i) the closing of the Transactions is no longer conditioned upon the consummation of Banzai’s acquisition of Hyros Inc.;

(ii) the value of the total consideration payable to Banzai stockholders is reduced from $ 293.0 million to $ 100.0 million, with no post-closing “earn-out” or other future contingent consideration;

and (iii) the “Termination Date” upon which either party may terminate the Merger Agreement for any reason (subject to certain conditions set forth in the Merger Agreement) if the closing of the Transactions has not yet occurred is extended from September 8, 2023 to December 28, 2023.

The aggregate consideration payable to Banzai security holders at the closing of the Transactions (the “Closing”) is $ 100.0 million, consisting of newly issued 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 newly issued shares of 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 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

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.

5,000,001 of net tangible assets remaining after redemptions by the Company’s

stockholders, and (vii) customary bring-down conditions.

Additionally, the obligations of Banzai and its subsidiaries to consummate the Transactions are also conditioned upon, among others, the satisfaction of a $ 5.0 million minimum net cash condition, being defined as an amount equal to 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 cash proceeds to be received by the Company or any of Banzai or its subsidiaries from any financing, whether equity or debt, at or immediately following the Closing, and (iii) the unrestricted cash on the balance sheet of Banzai as of immediately prior to the Closing, minus

7GC Transaction Expenses (as defined in the Amendment), minus the Company Expenses (as defined in the Amendment), equaling or exceeding

The Company filed (i) a Current Report on Form 8-K with the SEC on December 8, 2022 including additional details, the Merger Agreement, and related supporting agreements, and (ii) a Current Report on Form 8-K with the SEC on August 7, 2023 including the Amendment and related supporting agreements .

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

6 unchanged sentences

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.

As of June 30, 2023, $ 1,800,000 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.

On June 26, 2023, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “Second Meeting”).

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

Stockholders holding 1,747,139 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 had

3,329,638 Public Shares outstanding.

After the satisfaction of such redemptions, which occurred after

June 30, 2023,

the balance of the Trust Account was approximately $

36.9 million .

3,172,000 shares of Class A common stock, par value $

0.0001 per share (the “Class A common stock”), of the Company sold in its Initial Public Offering, in connection with the Second Meeting to, among other things, approve the Second Extension Amendment to extend the date by which the Company must (i) consummate an initial business combination, (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase

100 % of its Class A common stock included as part of the units sold in the IPO, from June 28, 2023 to December 28, 2023.

In consideration of the foregoing agreements, immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, (i) the Sponsor (or its designees) will surrender and forfeit to the Company for no consideration an aggregate of 396,500 shares of the Company’s Class B common stock, par value $ 0.0001 per share, held by the Sponsor (the “Forfeited Shares”) and (ii) the Company shall issue to the Holders a number of shares of Class A common stock equal to the number of Forfeited Shares.

The Company estimated the aggregate fair value of the 396,500 Class B Ordinary Shares attributable to the Holders to be $ 372,710 or $ 0.94 per share.

The excess of the fair value of the Class B Ordinary Shares was determined to be a cost associated with completing a Business Combination and a capital contribution from a related entity under SAB Topic 5T.

Liquidity and Going Concern

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.

As of June 30, 2023, the Company had approximately $ 593,000 of cash in its operating account and a working capital deficit of approximately $ 4.3 million (excluding the convertible promissory note – related party and shares redeemed but not yet paid).

During the period ended June 30, 2023 ,

$ 411,000 was 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.

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.

2 unchanged sentences

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.

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 June 30, 2023 there was $

500,000 outstanding as a Working Capital Drawdown under this Note and $ 1,800,000 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.

2 unchanged sentences

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.

If the Company is unable to complete a Business Combination by December 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.

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

Holdings Inc.

6 unchanged sentences

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.

Operating results for the three and six months ended June 30, 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.

22 unchanged sentences

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.

The Trust Account as of June 30, 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.

The Company held no cash equivalents or cash equivalents outside the Trust Account as of June 30, 2023 and December 31, 2022.

Investments Held in the Trust Account

9 unchanged sentences

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.

As of June 30, 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

35 unchanged sentences

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.

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.

1 unchanged sentence

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.

Accordingly, as of June 30, 2023 and December 31, 2022,

3,329,638 and

5,076,777 shares of Class A common stock, respectively ,

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,

8 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Net Income Per Share of Common Stock

Net Income (loss) 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.

1 unchanged sentence

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.

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

The calculation of diluted net income (loss) 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 (loss)

per common share for the three and six months ended June 30, 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 (loss) income

Basic and diluted weighted average common shares outstanding

Basic and diluted net income per common share

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 June,

For The Six Months Ended June,

Basic and diluted net income (loss) per

ordinary share:

Allocation of net income

Basic and diluted weighted average

ordinary shares outstanding

Basic and diluted net income (loss)

per ordinary share

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

3 unchanged sentences

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.

As of June 30, 2023 and December 31, 2022, deferred taxes were offset by their full valuation allowances.

Holdings Inc.

26 unchanged sentences

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.

Prior to the Second Meeting, the Company and the Sponsor entered into Non-Redemption Agreements with the Holders in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 3,172,000 shares of Class A Common Stock of the Company sold in its Initial Public Offering, in connection with the Second Meeting to, among other things, approve the Second Extension Amendment to extend the date by which the Company must (i) consummate an initial business combination, (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase 100 % of its Class A common stock included as part of the units sold in the IPO, from June 28, 2023 to December 28, 2023.

In consideration of the foregoing agreements, immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, (i) the Sponsor (or its designees) will surrender and forfeit to the Company for no consideration the Forfeited Shares and (ii) the Company shall issue to the Holders a number of shares of Class A common stock equal to the number of Forfeited Shares.

Private Placement Warrants

10 unchanged sentences

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

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

As of June 30, 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 .

6 unchanged sentences

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

During the three months ended June 30, 2023 an additional $ 122,500

was borrowed under the Working Capital Drawdown, for a total outstanding of $ 500,000

During the three months ended June 30,

2023 an additional $ 900,000 was borrowed as an Extensions drawdown, for a total outstanding of $ 1,800,000 .

As of June 30, 2023 and December 31, 2022 $ 2,300,000 and $ 1,100,000 was outstanding on the loan, respectively.

Administrative Support Agreement

1 unchanged sentence

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.

In the three and six months ended June 30, 2023 and 2022, the Company incurred approximately $ 30,000 and $

60,000 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.

There was $ 10,000 and $ 0 outstanding balance for such services as of June 30, 2023 and December 31, 2022, respectively.

Due to Related Party

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.

In the three and six months ended June 30, 2023, the Sponsor paid certain expenses on behalf of the Company, there were no such expenses in the three and six months ended June 30, 2022.

As of June 30, 2023, the outstanding balance for such advances were approximately $

67,000 , 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.

11 unchanged sentences

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.

Non-redemption Agreement

Prior to the Second Meeting, the Company and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with certain unaffiliated third parties (the “Holders”) in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 3,172,000 shares of Class A common stock, par value $ 0.0001 per share (the “Class A common stock”), of the Company sold in its Initial Public Offering, in connection with the Second Meeting to, among other things, approve the Second Extension Amendment to extend the date by which the Company must (i) consummate an initial business combination, (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase 100 % of its Class A common stock included as part of the units sold in the IPO, from June 28, 2023 to December 28, 2023.

The Company estimated the aggregate fair value of the 396,500 Class B Ordinary Shares attributable to the Holders to be $ 372,710 or $ 0.94 per share.

Holdings Inc.

24 unchanged sentences

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.

As of June 30, 2023 and December 31, 2022, the Company had 11,500,000 Public Warrants and 7,350,000 Private Placement Warrants outstanding.

Holdings Inc.

34 unchanged sentences

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:

As of June 30, 2023 and December 31, 2022, there were 3,329,638 and 5,076,777 shares of Class A common stock outstanding, respectively, which were all subject to possible redemption and are classified outside of permanent equity in the condensed consolidated balance sheets.

On December 2, 2022 and June 26, 2023, the Company held the stockholders meetings described in Note 1.

Stockholders holding 17,923,223 and 1,747,139 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 June 30, 2023 and December 31, 2022, $ 1,800,000 was deposited by the Company in to the Trust Account for the benefit of the public stockholders.

As of June 30, 2023, 1,747,139 Class A ordinary shares have been tendered for redemption.

These shares were deemed to be mandatorily redeemable as of June 30, 2023 and were classified as liabilities at approximately $ 10.55 per share.

The Class A common stock subject to possible redemption reflec te

d on the condensed consolidated b alan

ce sheets is reconciled on the following table:

Gross proceeds

Amount allocated to Public Warrants

Class A common stock issuance costs

Accretion of carrying value to redemption value

Redemption of Class A common stock subject to possible redemption

Fair value of Public Warrants at issuance

Fair value of rights

Remeasurement of Class A common stock to redemption value

Redemption of Class A common stock

( 180,858,526

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

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

Remeasurement of Class A common stock to redemption value

Class A ordinary shares tendered for redemption

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

Note 8-Stockholders’

1 unchanged sentence

-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.

As of June 30, 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).

As of June 30, 2023 and December 31, 2022, there were 3,329,638 and 5,076,777 shares of Class A common stock outstanding respectively, including 3,329,638 and 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.

2 unchanged sentences

-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.

As of June 30, 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.

5 unchanged sentences

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

June 30, 2023

Derivative warrant liabilities – Public

3 unchanged sentences

Derivative warrant liabilities – Private Placement

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.

There were no assets that were required to be measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022.

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

2 unchanged sentences

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.

The Public Warrants 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 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 fair values of Public Warrants have been measured based on the listed market price of such warrants, until December 31, 2022 until trading volume decreased and the public warrants were valued in a similar manner as the private warrants.

In the periods ended June 30, 2023 and December 31, 2022, the Company recognized a benefit (loss) of approximately ($ 0.4 ) 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.

6 unchanged sentences

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:

The changes in the fair value of the Level 3 derivative warrant liabilities for the six

months ended June 30

, 2022, are summarized as follows:

Derivative warrant liabilities at January 1,

2 unchanged sentences

Derivative warrant liabilities at March 31,

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.

Change in fair value of derivative warrant liabilities

Derivative warrant liabilities at June 30,

Note 10-Subsequent

The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet s

date up to the date that the unaudited condensed consolidated financial statements were issued and determined that there have been no events other than the event described below, that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements.

In July 2023, $ 18,432,316 was paid to s

tockholders holding 1,747,139 Public Shares wh o

had exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.

Following redemptions, the Company had 3,329,638 Public Shares outstanding.

After the satisfaction of such redemptions, the balance of the Trust Account was approximately $ 36.9 million.

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