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Item 9A. Controls and Procedures

2023-03-28 compared with 2022-03-29 · 715 added, 392 removed, 821 unchanged (57% of the section changed)

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and Procedures

maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are

designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such

information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as

appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures,

management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance

of achieving the desired control objective.

of December 31, 2021, as required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial

Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined

in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed

under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the

SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated

and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely

decisions regarding required disclosure.

Our management evaluated, with the participation of our current chief executive officer and

chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December

31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of

December 31, 2022, our disclosure controls and procedures were effective.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Report on Internal Controls Over Financial Reporting

annual report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the

SEC for newly public companies.

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Exchange Act Rules 13a-15(f).

Under the supervision and with the participation of our Management, including our Chief Executive Officer

and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on

the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission (2013 Framework).

Based on our evaluation under the framework in Internal Control — Integrated Framework,

our Management concluded that our internal control over financial reporting was effective as of December 31, 2022.

annual report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding our

internal control over financial reporting as such report is not required for the Company.

in Internal Control over Financial Reporting

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of the date of this report, our current directors and executive officers are as follows:

Chief Executive Officer, President, and Chairman

Adam Sragovicz

Chief Financial Officer, Treasurer, and Director

Chief Accounting Officer

Francis Knuettel II

Chele Chiavacci Farley

Executive Officer, President, and Chairman

Financial Officer, Treasurer, and Director

Accounting Officer

Chiavacci Farley

Heilbron has been our Chief Executive Officer since the Company’s inception.

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in Accountancy, from University of Nevada, Las Vegas, and is licensed as a Certified Internal Auditor (inactive).

Knuettel II has served on our board of directors since the closing of our initial public offering and currently serves as Chief Executive

Officer and on the board of Unrivaled Brands, Inc.

since December 2020 (OTCQX:

Knuettel was formerly a Restructuring Advisory

Consultant at Viridian Capital Advisors from May 2020 to November 2020.

Knuettel joined Viridian while at One Cannabis Group (“OCG”)

Knuettel was the Chief Financial Officer from June 2019 to January 2021 and was integral to the sale of the company to Item

Knuettel II has served on our board of directors since the closing of our initial public offering and currently serves as Managing Member

of Camden Capital.

From December 2020 through April 2022, he was Chief Executive Officer and on the board of Unrivaled Brands, Inc.

Knuettel was formerly a Restructuring Advisory Consultant at Viridian Capital Advisors from May 2020 to November 2020.

Knuettel joined Viridian while at One Cannabis Group (“OCG”) where Mr.

Knuettel was the Chief Financial Officer from June

2019 to January 2021 and was integral to the sale of the company to Item 9 Labs Corp.

Prior to OCG, Mr.

Knuettel was CFO at MJardin, a Denver-based cannabis cultivation and dispensary management

company, from August 2018 to June 2019 where he led the company’s IPO on the Canadian Securities Exchange.

Following the IPO, Mr.

Knuettel managed MJardin’s merger with GrowForce, a Toronto-based cannabis cultivator, after which he moved over to the Chief Strategy

In his role as CSO, he managed the acquisition of several private companies before recommending and executing the consolidation

of management and other operations to Toronto and the closure of the executive office in Denver.

Knuettel was CFO

at MJardin, a Denver-based cannabis cultivation and dispensary management company, from August 2018 to June 2019 where he led the company’s

IPO on the Canadian Securities Exchange.

Prior to MJardin, Mr.

Knuettel held

numerous CFO and CEO positions at early-stage and NASDAQ-listed companies where he had significant experience both building and restructuring

Knuettel serves on several corporate boards, including on the Board of Directors of 180 Life Sciences, an early-stage

therapeutic biotech company, since July 2021, on the Board of Directors of Sanatio BioScience Corp., an early-stage anti-viral platform,

since September 2020 (where he is the chair of the company’s audit committee) and on the Board of Directors of ECOM Medical, Inc.,

a developer of endotracheal patient monitoring systems, since July 2019 (where he is the chair of the company’s audit committee).

Knuettel has advised that he will be named as a director nominee of a special purpose acquisition company Relativity Acquisition

Corp., and may be named a director nominee of additional special purpose acquisition companies.

Each such appointment will not take effect

until the consummation of the initial public offering for the applicable company.

Knuettel held numerous CFO and CEO positions at early-stage and NASDAQ-listed

companies where he had significant experience both building and restructuring businesses.

Knuettel serves on several corporate boards,

including on the Board of Directors of 180 Life Sciences (ATNF), an early-stage therapeutic biotech company, since July 2021, on the

Board of Directors of Relativity Acquisition Corp.

(RACY), a special purpose acquisition company, since February 2022 and on the Board

of Directors of ECOM Medical, Inc., a developer of endotracheal patient monitoring systems, since July 2019 (where he is the Chairman

and chair of the company’s audit committee).

Knuettel has advised that he will be named as a director nominee of a special

purpose acquisition company Relativity Acquisition Corp.

and may be named a director nominee of additional special purpose acquisition

Each such appointment will not take effect until the consummation of the initial public offering for the applicable company.

If such appointment becomes effective, Mr.

will have fiduciary duties equivalent to and on the same level of priority as those obligations owed to our Company.

We do not believe

this gives rise to any theoretical or actual conflict of interest with respect to such other special purpose acquisition companies and

our Company, since each of these entities intends to target business combinations in a different industry than those targeted by us.

Accordingly, while any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial

business combination, we do not believe that any such potential conflicts would materially affect our ability to complete our initial

business combination.

Knuettel will have fiduciary duties equivalent to and on the same level of priority as those

obligations owed to our Company.

We do not believe this gives rise to any theoretical or actual conflict of interest with respect to

such other special purpose acquisition companies and our Company, since each of these entities intends to target business combinations

in a different industry than those targeted by us.

Accordingly, while any such companies, businesses or investments may present additional

conflicts of interest in pursuing an initial business combination, we do not believe that any such potential conflicts would materially

affect our ability to complete our initial business combination.

Knuettel graduated cum laude from Tufts University with a B.A.

degree in Economics and from The Wharton School

of Business at the University of Pennsylvania with an MBA in Finance and Entrepreneurial Management.

Knuettel is well-qualified to

serve on our board of directors due to Mr.

Knuettel’s experience and expertise serving on several boards and his expertise in the

implementation and management of the acquisition of several private companies.

in Economics and from The Wharton School of Business at the University of Pennsylvania with an MBA in Finance and Entrepreneurial Management.

Knuettel is well-qualified to serve on our board of directors due to Mr.

Knuettel’s experience and expertise serving on several

boards and his expertise in the implementation and management of the acquisition of several private companies.

Chiavacci Farley,

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her expansive financial background and connections.

Feinberg has served on our board of directors since the closing of our initial public offering and has been an Emeritus Professor

of International Political Economy at the University of California, San Diego, since 1996.

Feinberg has served on the MURF Board since the closing of its initial public offering.

Feinberg has been a Professor of International

Political Economy at the University of California, San Diego, since 1996 and an Emeritus Professor since 2021.

Previously, Mr.

Feinberg served as special

assistant to the President for national security affairs and as a senior director for the Office of Inter-American Affairs, National

Security Council, and the White House from 1993 to 1996.

Feinberg was integral to architecture of the 1994 Miami Summit of the Americas

and of the Free Trade Area of the Americas.

Feinberg has worked in various other governmental roles including:

(i) president of the

Inter-American Dialogue (1992-1993);

(ii) executive vice president of directors of studies of the Overseas Development Council (1982-1991);

(iii) member of the policy planning staff for the Department of State (1977-1980);

and (iv) economist for the U.S.

served as Special Assistant to the President for National Security Affairs and as a Senior Director for the Office of Inter-American

Affairs, National Security Council, the White House, from 1993 to 1996.

Feinberg was integral to architecture of the 1994 Miami Summit

of the Americas and of the proposed Free Trade Area of the Americas (FTAA).

Feinberg has worked in various other governmental roles

(i) Member of the Policy Planning Staff of the Department of State (1977-1980);

and (ii) international economist for the U.S.

Treasury Department (1975-1977).

Feinberg served in executive positions at various public policy institutes including:

(i) as president

of the Inter-American Dialogue (1992-1993);

(ii) as executive vice president and director of studies of the Overseas Development Council

Feinberg taught a graduate-level course on international financial institutions as an adjunct professor at Georgetown

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in European history from Brown University.

Feinberg is well-qualified to serve on our board of directors due to his expertise

in political relations, policies, financial and economic management internationally, which enable him to provide accurate and reliable

international economic structures for international acquisitions.

Feinberg is well-qualified to serve on the MURF Board due to his expertise

in political relations, public policies, financial and economic management internationally, which enable him to provide accurate and

reliable expertise on international economic policies and trends including as they may relate to international acquisitions.

accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first

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the foregoing, as indicated above, other than the payment to Murphy Canyon Management Group, Inc., and affiliate of our sponsor, of $10,000

per month, for up to 12 months (or up to 18 months from the closing of our initial public offering at the election of the Company subject

to satisfaction of certain conditions or as extended by the Company’s stockholders in accordance with our certificate of incorporation),

for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or

other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior

to, or for any services they render in order to effectuate the consummation of an initial business combination.

Accordingly, it is likely

that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review

and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

per month, through February 7, 2024 at the latest, for office space, utilities and secretarial and administrative support, no compensation

of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors

or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial

business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee

will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such

initial business combination.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

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executive officer has received any cash compensation for services rendered to us.

Starting February 2022, we pay Murphy Canyon

Management Group, Inc., an affiliate of our sponsor, $10,000 per month for providing us with office space and certain office and secretarial

However, this arrangement is solely for our benefit and is not intended to provide our officers or directors compensation in

lieu of a salary.

Starting February 2022, we pay Murphy Canyon Management

Group, Inc., an affiliate of our sponsor, $10,000 per month for providing us with office space and certain office and secretarial services.

However, this arrangement is solely for our benefit and is not intended to provide our officers or directors compensation in lieu of

than the $10,000 per month administrative fee, the payment of consulting, success or finder fees to our sponsor, officers, directors,

initial stockholders or their affiliates in connection with the consummation of our initial business combination, and the transfer of

15,000 placement units to each of our three independent directors following the closing of our initial public offering, no compensation

or fees of any kind will be paid to our sponsor, initial stockholders, members of our management team or their respective affiliates,

for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of

transaction that it is).

However, they will receive reimbursement for any out-of-pocket expenses incurred by them in connection with

activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses

and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses

to examine their operations.

There is no limit on the amount of consulting, success or finder fees payable by us upon consummation of

an initial business combination.

Additionally, there is no limit on the amount of out-of-pocket expenses reimbursable by us;

however, that to the extent such expenses exceed the available proceeds not deposited in the Trust Account, such expenses would not be

reimbursed by us unless we consummate an initial business combination.

initial stockholders or their affiliates in connection with the consummation of our initial business combination, and the pending transfer

of 15,000 placement units to each of our three independent directors, no compensation or fees of any kind will be paid to our sponsor,

initial stockholders, members of our management team or their respective affiliates, for services rendered prior to or in connection

with the consummation of our initial business combination (regardless of the type of transaction that it is).

However, they will receive

reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential

target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to

and from the offices, plants or similar locations of prospective target businesses to examine their operations.

There is no limit on

the amount of consulting, success or finder fees payable by us upon consummation of an initial business combination.

Additionally, there

is no limit on the amount of out-of-pocket expenses reimbursable by us;

provided, however, that to the extent such expenses exceed the

available proceeds not deposited in the Trust Account, such expenses would not be reimbursed by us unless we consummate an initial business

our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees

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Our Sponsor has

agreed to transfer, but has not yet transferred, an aggregate of 45,000 placement units (15,000 each) to each of our three independent directors.

agreed to transfer, but has not yet transferred, an aggregate of 45,000 placement units (15,000 each) to each of our three independent

following table presents the number of shares and percentage of our common stock beneficially owned as of March 27, 2023, by each person,

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and all directors and executive officers as a group.

Class A Common Stock

A Common Stock

B Common Stock (2)

Name and Address of Beneficial Owner (1)

Number of Shares Beneficially Owned

and Address of Beneficial Owner (1)

of Shares Beneficially Owned

Adam Sragovicz

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Richard Feinberg (3)

All directors and executive officers as a group (six individuals)

All directors and executive officers as a group

(six individuals)

Murphy Canyon Acquisition Sponsor, LLC

Shaolin Capital Management, LLC (4)

MMCAP International Inc.

Hudson Bay Capital Management LP (6)

Polar Asset Management Partners Inc.

Represents less than 1%.

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ownership of the reported shares other than to the extent of his ultimate pecuniary interest.

have agreed to transfer 15,000 placement units, consisting of one share of common stock and one warrant, to each of our independent

As of March 27, 2023 these units have not been transferred.

on a Schedule 13D filed on February 16, 2023.

The securities owned by this shareholder are

held directly by (i) Shaolin Capital Partners Master Fund, LTD, a Cayman Islands exempted

company, to which Shaolin Capital Management LLC, a Delaware limited liability company, (the

“Investment Manager”) serves as the investment manager and (ii) an sub-accounts

(the “Managed Accounts”) to which the Investment Manager serves as sub-advisor.

The business address of this shareholder is 230 NW 24th Street Suite 603 Miami, Florida 33133.

on a Schedule 13G/A filed on February 14, 2023.

The business address of this shareholder

is c/o Mourant Governance Services (Cayman) Limited.

on a Schedule 13G filed on February 10, 2023.

The business address of this shareholder is

28 Havemeyer Place, 2nd Floor, Greenwich, Connecticut 06830.

on a Schedule 13G filed on February 10, 2023.

The securities owned by this shareholder are

held directly by Polar Multi-Strategy Master Fund.

The business address of this shareholder

is 16 York Street, Suite 2900, Toronto, Ontario, Canada M5J 0E6.

Certain Relationships and Related Transactions, and Director Independence

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price of $7,540,000.

Our Sponsor has agreed to transfer, but has not yet transferred, an aggregate of 45,000 placement units (15,000 each) to each of our three

independent directors following our initial public offering.

There will be no redemption rights or liquidating distributions from

the Trust Account with respect to the founder shares or placement units, which will expire worthless if we do not consummate a business

combination within 12 months from the closing of the initial public offering (or up to 18 months from the closing of the initial public

offering at the election of the Company subject to satisfaction of certain conditions or as extended by the Company’s stockholders

in accordance with our amended and restated certificate of incorporation).

Our Sponsor has agreed to transfer, but has not yet transferred, an aggregate of 45,000 placement units (15,000

each) to each of our three independent directors following our initial public offering.

There will be no redemption rights or liquidating

distributions from the Trust Account with respect to the founder shares or placement units, which will expire worthless if we do not

consummate a business combination within 12 months from the consummation of our initial public offering (or up to February 7, 2024 at

the election of the Company subject to satisfaction of certain conditions).

February 2, 2022, we have agreed to pay Murphy Canyon Management Group, Inc., an affiliate of our sponsor, a total of $10,000 per month

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These loans were non-interest bearing, unsecured and were repaid upon the closing of the initial public offering.

loan was paid in full upon our initial public officer and had a zero balance as of December 31, 2022.

On March 7, 2023 our sponsor loaned

us $300,000 to be used to fund the trust account and for our operating expenses, and may lend up to $1,500,000 in total.

are non-interest bearing, unsecured and will be repayable in full upon the earlier of (i) the date on which we consummate our initial

business combination and (ii) the date that our winding up is effective.

addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate

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not been determined and no written agreements exist with respect to such loans.

do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will

be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

have not and do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third

parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees

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of our initial public offering held in the Trust Account prior to the completion of our initial business combination:

of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

to Murphy Canyon Management Group, Inc., an affiliate of our sponsor, of $10,000 per month, for up to 12 months, for office space,

utilities and secretarial and administrative support (or up to 18 months from the closing of our initial public offering at the election

of the Company subject to satisfaction of certain conditions or as extended by the Company’s stockholders in accordance with

our certificate of incorporation);

of up to an aggregate of $1,500,000 in loans made to us by our sponsor to cover funding the Trust Account in connection with extending

our business combination termination date and to cover our operating expenses;

to Murphy Canyon Management Group, Inc., an affiliate of our sponsor, of $10,000 per month, potentially through February 7, 2024,

for office space, utilities and secretarial and administrative support;

Reimbursement

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The units would be identical to the placement units.

audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.

audit committee has reviewed on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates

during the year ended December 31, 2022.

listing standards require that a majority of our board of directors be independent.

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services rendered for the audit of our annual financial statements, initial public offering balance sheet audit, and other required filings

with the SEC for the period from October 19, 2021 (inception) through December 31, 2021 totaled approximately $45,000.

amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

with the SEC for the year ended December 31, 2022 totaled approximately $77,250.

For the period from October 19, 2021 (inception) through

December 31, 2021, we paid Marcum audit fees totaling approximately $45,000.

The above amounts include interim procedures and audit fees,

as well as attendance at audit committee meetings.

Audit-Related

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services that are not required by statute or regulation.

We did not pay Marcum for audit-related fees for the period from October 19,

2021 (inception) through December 31, 2021.

We did not pay Marcum for tax planning and tax advice for the period from October 19, 2021 (inception) through December 31,

We did not pay Marcum for other services for the period from October 19, 2021 (inception) through December 31, 2021.

We paid Marcum for audit-related fees for the year ended December 31, 2022 totaling

approximately $62,387.

We did not pay Marcum for audit-related fees for the period from October 19, 2021 (inception) through December

We paid Marcum for tax planning and tax advice for the year ended December 31, 2022 totaling $8,755.

We did not pay Marcum

for tax planning and tax advice for the period from October 19, 2021 (inception) through December 31, 2021.

We did not pay Marcum for other services for year ended December 31, 2022.

We did not pay Marcum for other services for

the period from October 19, 2021 (inception) through December 31, 2021.

audit committee was formed upon the consummation of our initial public offering.

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Underwriting Agreement (filed as Exhibit 1.1 to the Current Report on Form 8-K filed February 8, 2022) and incorporated herein by reference)

Merger Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc.

and Conduit Pharmaceuticals Limited (filed as Exhibit 2.1 to the Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference)

Amendment to Merger Agreement dated as of January 18, 2023, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc.

and Conduit Pharmaceuticals Limited (filed as Exhibit 2.1 to the Current Report on Form 8-K filed on January 30, 2023, and incorporated herein by reference)

Certificate of Incorporation (filed as Exhibit 3.1 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on February 2, 2022 and

incorporated herein by reference)

Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on February 2, 2022 and incorporated herein by reference)

Amendment to the Amended and Restated Certificate of Incorporation of Murphy Canyon Acquisition Corp.

(filed as Exhibit 3.1 to the Current Report on Form 8-K filed on February 3, 2023, and incorporated herein by reference)

By Laws (filed as Exhibit 3.3 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

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Specimen Warrant Certificate (filed as Exhibit 4.3 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

Agreement between Vstock Transfer, LLC and the Company (filed as Exhibit 4.1 to the Current Report on Form 8-K filed on February

2, 2022 and incorporated herein by reference)

Warrant Agreement between Vstock Transfer, LLC and the Company (filed as Exhibit 4.1 to the Current Report on Form 8-K filed on February 2, 2022 and incorporated herein by reference)

Form of Warrant (filed as Exhibit 4.1 to the Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference)

Amended Form of Warrant (filed as Exhibit 4.1 to the Current Report on Form 8-K filed on January 30, 2023, and incorporated herein by reference)

Description of Registered Securities

Letter Agreement, dated February 2, 2022, among the Company, Murphy Canyon Acquisition Sponsor, LLC and each of the executive officers and directors of the Company (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on February 2, 2022 and incorporated herein by reference)

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Registration Rights Agreement, dated December 2, 2022, among the Company and certain securityholders (filed as Exhibit 10.3 to the Current Report on Form 8-K filed on February 2, 2022 and incorporated herein by reference)

Subscription Agreement, dated November 4, 2021, between the Company and Murphy Canyon Acquisition Sponsor, LLC.

Exhibit 10.5 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

Securities Subscription Agreement, dated November 4, 2021, between the Company and Murphy Canyon Acquisition Sponsor, LLC.

(filed as Exhibit 10.5 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

Placement Unit Purchase Agreement, dated December 2, 2022, between the Company and Murphy Canyon Acquisition Sponsor, LLC (filed as Exhibit 10.4 to the Current Report on Form 8-K filed on February 2, 2022 and incorporated herein by reference)

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(filed as Exhibit 10.6 to the Current Report on Form 8-K filed on February 2, 2022 and incorporated herein by reference)

Form of Subscription Agreement (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference)

Form of Lock-Up Agreement (filed as Exhibit 10.2 to the Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference)

Sponsor Support Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp.

and each of the Persons set forth on Schedule I attached thereto (filed as Exhibit 10.3 to the Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference)

Shareholder Support Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Pharmaceuticals Limited and each of the Persons set forth on Schedule I attached thereto.

(filed as Exhibit 10.4 to the Current Report on Form 8-K filed on November 14, 2022, and incorporated herein by reference)

Amendment to Subscription Agreement (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 30, 2023, and incorporated herein by reference)

Amendment No.

1 to Investment Management Trust Agreement

Form of Code of Ethics (filed as Exhibit 14.1 to the Registration Statement on Form S-1 (333-262036) and incorporated herein by reference)

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document*

XBRL Instance Document*

XBRL Taxonomy Extension Calculation Linkbase Document*

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XBRL Taxonomy Extension Presentation Linkbase Document*

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Page Interactive Data File (embedded within the Inline XBRL document)

FORM 10-K SUMMARY

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Executive Officer and Chairman

March 28, 2023

Executive Officer)

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Financial Officer, Treasurer, and Director

March 28, 2023

Financial Officer and Principal Accounting Officer)

Francis Knuettel II

March 28, 2023

CANYON ACQUISITION CORP.

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of Independent Registered Public Accounting Firm (PCAOB No.

Balance Sheet as of December 31, 2021

Statement of Operations for the period from October 19, 2021 (inception) through December 31, 2021

Statement of Changes in Stockholder’s Equity for the period from October 19, 2021 (inception) through December 31, 2021

Statement of Cash Flows for the period from October 19, 2021 (inception) through December 31, 2021

Notes to Financial Statements

Sheets as of December 31, 2022 and 2021

of Operations for the year ended December 31, 2022 and for the period from October 19, 2021 (inception) through December 31, 2021

of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2022 and for the period from October 19, 2021

(inception) through December 31, 2021

of Cash Flows for the year ended December 31, 2022 and for the period from October 19, 2021 (inception) through December 31, 2021

to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholder and Board of Directors of

the Shareholders and Board of Directors of

Canyon Acquisition Corp.

on the Financial Statements

have audited the accompanying balance sheet of Murphy Canyon Acquisition Corp.

have audited the accompanying balance sheets of Murphy Canyon Acquisition Corp.

(the “Company”) as of December 31, 2022 and

the related statement of operations, changes in stockholder’s equity and cash flows for the period from October 19, 2021 (inception)

through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and

the results of its operations and its cash flows for the period from October 19, 2021 (inception) through December 31, 2021, in conformity

with accounting principles generally accepted in the United States of America

2021, the related statements of operations , stockholders’ equity (deficit) and cash flows for the year ended December 31,

2022 and for the period from October 19, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to

as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December

31, 2022 and for the period from October 19, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally

accepted in the United States of America.

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described

in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination which

is less than one year form the date of the issuance of the financial statements.

Additionally, the Company has incurred and expects to

continue to incur significant costs in pursuit of its acquisition plans.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements

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

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

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securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

1 unchanged sentence

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2021.

March 28, 2023

CANYON ACQUISITION CORP.

Current assets:

Prepaid expenses

Total current assets

Deferred offering costs

LIABILITIES AND STOCKHOLDER’S EQUITY

Investments held in

Trust Account

offering costs

$ 137,517,822

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

Current liabilities:

Accrued offering costs

Note payable – Sponsor

Accrued expenses

Income taxes payable

payable – Sponsor

Total current liabilities

Commitments and Contingencies (Note 6)

Stockholder’s Equity:

commission payable

Commitments and Contingencies

Common stock subject

to possible redemption at redemption value ( 13,225,000 shares at $ 10.34 per share)

Stockholders’ Equity

Preferred stock, $ 0.0001 par value;

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100,000,000 shares authorized;

none issued and outstanding

754,000 (excluding 13,225,000 subject to possible redemption) and none issued and outstanding at December

31, 2022 and December 31, 2021, respectively

Class B common stock, $ 0.0001 par value;

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Accumulated deficit

Total Stockholder’s Equity

T otal Liabilities and Stockholder’s Equity

an aggregate of up to 431,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised

in full or in part by the underwriters.

The underwriters exercised the over-allotment option in full on February 7, 2022.

the Class B common stock is no longer subject to forfeiture (see Notes 5, 6 and 8).

January 26, 2022, the Sponsor surrendered and forfeited 1,006,250 founder shares for no consideration following which the Sponsor

holds 3,306,250 founder shares.

All share amounts have been retroactively restated to reflect this surrender.

(see Notes 5 and 8).

( 4,300,492 )

Stockholders’ Equity (Deficit)

( 4,300,086 )

Liabilities and Stockholders’ Equity (Deficit)

$ 137,517,822

accompanying notes are an integral part of these financial statements.

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OF OPERATIONS

December 31, 2022

THE PERIOD FROM OCTOBER 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Formation and operating costs

General and administrative expenses

Administration fee

– related party

Interest income –

Investments held in Trust Account

Net income (loss) before

income (loss)

Class A common stock

– weighted average shares outstanding, basic and diluted

Basic and diluted net loss per common share

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

Class B common stock

– weighted average shares outstanding, basic and diluted

2,875,000 (1)(2)

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

an aggregate of up to 431,250 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised

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holds 3,306,250 founder shares.

All share amounts have been retroactively restated to reflect this surrender (see Notes 5 and 8).

All share amounts have been retroactively restated to reflect this surrender (see Note 5).

accompanying notes are an integral part of these financial statements.

CANYON ACQUISITION CORP.

OF CHANGES IN STOCKHOLDER’S EQUITY

THE PERIOD FROM OCTOBER 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Class B Common Stock

Additional Paid-in

Total Stockholder’s

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM OCTOBER 19, 2021 (INCEPTION) TO DECEMBER 31, 2021

Stockholders’

Balance, October 19, 2021 (inception)

Beginning balance

Issuance of Class

B common stock to Sponsor (1) (2)

of Class B common stock to Sponsor (1) (2)

Balance, December 31, 2022

Ending balance

Proceeds allocated to Public Warrants, net

of offering costs

Sale of Private Placement Units, net of offering

Remeasurement of Class A common stock subject

to possible redemption upon IPO

( 29,462,487 )

( 2,818,567 )

( 32,281,054 )

Remeasurement of Class A shares to redemption

( 1,876,183 )

Net income (loss)

Balance, December 31,

$ ( 4,300,492 )

$ ( 4,300,086 )

an aggregate of up to 431,250 shares of Common stock subject to forfeiture if the over-allotment option is not exercised in full

5 unchanged sentences

holds 3,306,250 founder shares.

All share amounts have been retroactively restated to reflect this surrender (see Notes 5 and 8).

All share amounts have been retroactively restated to reflect this surrender (see Note 5).

accompanying notes are an integral part of these financial statements.

CANYON ACQUISITION CORP.

OF CASH FLOWS

STATEMENTS OF CASH FLOWS

the Year Ended December 31, 2022

THE PERIOD FROM OCTOBER 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Formation costs paid by note payable – Sponsor

Change in operating assets and liabilities:

Cash flows from operating

Adjustments to reconcile

net income (loss) to net cash used in operating activities

Formation costs paid

by note payable – Sponsor

Interest earned on investments held in Trust Account

( 1,976,183 )

Changes in operating

assets and liabilities:

Deferred offering costs

Prepaid expenses

Net cash used in operating activities

Cash flows from financing activities:

offering costs

Proceeds from note payable - Sponsor

Proceeds from issuance of Class B common stock to Sponsor

Net cash provided by financing activities

Accrued expenses

income taxes payable

cash used in operating activities

( 1,311,310 )

Cash flows from investing

deposited into Trust Account

( 134,895,000 )

cash used in investing activities

( 134,895,000 )

Cash flows from financing

Deferred offering costs

Proceeds from note payable

Proceeds from issuance

of Class B common stock to Sponsor

Sale of units in public

Sale of private placement

Payment of offering costs

( 3,109,411 )

of note payable - Sponsor

cash provided by financing activities

Net change in cash

Cash at beginning of period

Cash at end of period

Cash at beginning

at end of period

Non-cash financing activities:

Deferred offering costs included in accrued offering costs

Prepaid expenses paid by note payable - Sponsor

Deferred offering costs paid by note payable - Sponsor

Deferred offering

costs included in accrued offering costs

Prepaid expenses

paid by note payable - Sponsor

Deferred offering

costs paid by note payable - Sponsor

Deferred commission

Class A shares subject to redemption

accompanying notes are an integral part of these financial statements.

CANYON ACQUISITION CORP.

THE PERIOD FROM OCTOBER 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

to the financial statements

THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM OCTOBER 19, 2021 (INCEPTION) THROUGH DECEMBER

to financial statements

1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

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All activity for the period from October 19, 2021 (inception) through

December 31, 2021 relates to the Company’s formation and the proposed initial public offering (“Initial Public Offering”),

which is described below.

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

at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial

Public Offering.

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

December 31, 2022 relates to the Company’s formation, the proposed initial public offering (“Initial Public Offering”),

which is described below, and searching for an initial Business Combination, as defined below.

The Company will not generate any operating revenues until

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

The Company will generate non-operating income in the form

of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year

registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective

on February 2, 2022.

On February 7, 2022, the Company consummated the Initial Public Offering of 13,225,000 units (“Units”)

and, with respect to the common stock included in the Units being offered, the (“Public Shares”), generating gross proceeds

On February 7, 2022, the Company consummated the Initial Public Offering of 13,225,000 units (“Units”), generating gross proceeds

of $ 132,250,000 , which is described in Note 3.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 754,000 units (the “Private Placement Units”)

at a price of $ 10.00 per Private Unit in private placements to Murphy Canyon Acquisition Sponsor LLC (the “Sponsor”).

with the closing of the Initial Public Offering, the Company consummated the sale of 754,000

units (the “Private Placement Units”) at a price of $ 10.00

per Private Placement Unit in private placements to Murphy Canyon Acquisition Sponsor LLC (the “Sponsor”), with gross

proceeds of $ 7,540,000 .

the closing of the Initial Public Offering on February 7, 2022, an amount of $ 139,790,000 from the net proceeds of the sale of the Units

in the Initial Public Offering and the Private Placement (as defined in Note 4) was placed in the Trust Account.

in the Initial Public Offering and the Private Placement Units was placed in the Trust Account, as defined below.

This resulted in an

10 unchanged sentences

as described below.

November 8, 2022, the Company entered into a definitive Business Combination Agreement (the “BCA”) with Conduit Pharmaceuticals

Limited, a Cayman Islands exempted company (“Conduit”), and Conduit Merger Sub, Inc., a Cayman Islands exempted company (“Merger

Merger Sub is a wholly owned subsidiary of the Company.

Conduit is a pharmaceutical company led by experienced pharma executives,

established to fund the development of successful deprioritized clinical assets licensed from large pharmaceutical companies through

its exclusive relationships.

The BCA was amended in January 2023, see Note 10 for additional information.

the consummation of the transactions contemplated by the BCA, Merger Sub will merge with and into Conduit, with Conduit surviving as

a wholly owned subsidiary of the Company (the “Business Combination”).

The Company is expected to be renamed Conduit Pharmaceuticals

at the closing of the Business Combination.

to the BCA, at the closing, the Company shall issue and deliver to the shareholders of Conduit an aggregate number of shares of the Company’s

common stock with an aggregate value equal to $ 650,000,000 , with each share valued at $ 10.00 per share.

A private placement transaction

shall be conducted by the Company contemporaneously with the Business Combination (the “PIPE Financing”), pursuant to which

the Company has entered into subscription agreements providing for aggregate investments in the Company’s securities of $ 27,000,000 .

can be no assurance that the Business Combination or PIPE Financing will occur as planned or at all.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

24 unchanged sentences

The Public Stockholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

There will be no redemption rights upon the completion

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

All of the Public Shares contain a redemption feature which allows

for the redemption of such Public Shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection

with our initial business combination and in connection with certain amendments to our amended and restated certificate of incorporation.

In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions

not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity.

that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class

A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20.

The Class A common

stock is subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, we have the option to either

(i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that

the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption

value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting

We have elected to recognize the changes immediately.

The accretion or remeasurement will be treated as a deemed dividend (i.e.,

a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

While redemptions cannot cause the

Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and will be classified as such on the

balance sheet until such date that a redemption event takes place.

Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 (so that it does

not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which

may be contained in the agreement relating to the Business Combination.

If the Company seeks stockholder approval of the Business Combination,

the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business

Combination, or such other vote as required by law or stock exchange rule.

If a stockholder vote is not required by applicable law or

stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company

will, pursuant to its amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the

redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer

documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is required by

applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons,

the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the

tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote

its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving

a Business Combination.

Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do

vote, irrespective of whether they vote for or against the proposed transaction.

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (net of taxes payable).

There will be no redemption

rights upon the completion of a Business Combination with respect to the Company’s warrants.

All of the Public Shares contain a

redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a stockholder

vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and

restated certificate of incorporation.

In accordance with U.S.

Securities and Exchange Commission (“SEC”) and its guidance

on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a

company require common stock subject to redemption to be classified outside of permanent equity.

Given that the Public Shares will be

issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as

temporary equity will be the allocated proceeds determined in accordance with ASC 470-20.

The Class A common stock is subject to ASC

If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in

the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become

redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately

as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

have elected to recognize the changes immediately.

The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction

to retained earnings, or in absence of retained earnings, additional paid-in capital).

The Public Shares are redeemable and will be classified

as such on the balance sheet until such date that a redemption event takes place.

the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority

of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange

If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide

to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation

(the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the (“SEC”)

and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction

is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business

or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not

pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor

has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering

in favor of approving a Business Combination.

Additionally, each Public Stockholder may elect to redeem their Public Shares without voting,

and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding

the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder

tender offer rules, the 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

7 unchanged sentences

the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

the Company has not completed a Business Combination within 12 months from the closing of this offering (or up to 18 months from the

closing of this offering at the election of the Company subject to satisfaction of certain conditions or as extended by the Company’s

stockholders in accordance with our amended and restated certificate of incorporation, including the deposit of up to $ 1,150,000 , or

$ 1,322,500 if the underwriters’ over-allotment option is exercised in full ($ 0.10 per unit in either case) for each three month

extension, into the trust account, or as extended by the Company’s stockholders in accordance with our amended and restated certificate

of incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but not 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 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

liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to

the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

the Company has not completed a Business Combination within 12 months from the consummation of our initial public offering (or up to

February 7, 2024 at the election of the Company subject to satisfaction of certain conditions, as amended at the January 2023 Special

Meeting, see Note 10) (“Business Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but not 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 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 liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate,

subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of

other applicable law.

Our Sponsor has committed to provide additional funds if needed to make such a deposit for the extensions.

will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if

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Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

and Management’s Plan

Plan and Going Concern

connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management

believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain

operations for a period of at least one-year from the issuance date of this financial statement.

Accordingly, substantial doubt about

the Company’s ability to continue as a going concern as disclosed in previously issued financial statements has been alleviated.

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined

that the Combination Period is less than one year from the date of the issuance of the financial statements.

There is no assurance that

the Company’s plans to consummate a Business Combination will be successful within the Combination Period.

Additionally, the Company has incurred and expects to continue to incur

significant costs in pursuit of its acquisition plans.

As a result, these factors

raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance

of these financial statements.

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

and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could

have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or

search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial

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

have a negative effect on the Company’s financial position, results of its operations, and search for a target company, the specific

impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying audited financial statements are presented in conformity with accounting principles generally accepted in the United States

of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.

accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States

of America (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”).

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

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, as amended (the “JOBS Act”), and it may take

25 unchanged sentences

significantly from those estimates.

Offering Costs

offering costs consist of costs incurred in connection with preparation for the Initial Public Offering.

These costs, together with the

underwriting discounts and commissions, were charged to additional paid in capital upon completion of the Initial Public Offering.

December 31, 2021, the Company had deferred offering costs of $ 108,962 .

and Cash Equivalents

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

The Company had $ 345,777 and $ 48,555 in cash as of December 31, 2022 and 2021.

The Company did not have any cash equivalents

as of December 31, 2022 or December 31, 2021.

Held in Trust Account

December 31, 2022 and 2021, the Company had $ 136,871,183 and zero, respectively, in investments held in the Trust Account.

Costs Associated With a Public Offering

Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A

— “ Expenses of Offering.” Offering costs of $ 7,738,161

consisting of $ 2,645,000

of underwriting fees, $ 4,628,750

of deferred underwriting fee (which are held in the Trust Account with Wilmington Trust Company acting as trustee),

and $ 464,411

of Initial Public Offering costs.

Of these costs, $ 1,358,457

were allocated to Public Warrants (as defined in Note 3) and Private Placement Warrants (as defined in Note 4), respectively.

A Common Stock Subject to Possible Redemption

Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance enumerated in

ASC 480 “ Distinguishing Liabilities from Equity ”.

Common stock subject to mandatory redemption is classified as a

liability instrument and is measured at fair value.

Conditionally redeemable common stock (including 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, common stock is classified as

stockholders’ equity.

The shares of the Company’s Class A common stock feature certain redemption rights that are

considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2022, the shares of Class A common stock subject to possible redemption in the amount of $ 136,771,183

are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance

of December 31, 2022, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled

in the following table:

SCHEDULE OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

Gross proceeds from IPO

$ 132,250,000

Proceeds allocated to Public Warrants

( 23,276,000 )

Class A common stock issuance costs

( 6,360,054 )

Remeasurement

adjustment of carrying value to redemption value

Class A common stock subject to possible redemption, as of March 31, 2022

Remeasurement adjustment

of carrying value to redemption value

Class A common stock subject to possible

redemption as of June 30, 2022

Remeasurement adjustment

of carrying value to redemption value

Class A common stock subject to possible

redemption as of September 30, 2022

Remeasurement adjustment

of carrying value to redemption value

Class A common stock

subject to possible redemption as of December 31, 2022

$ 136,771,183

Income (Loss) per Common Share

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

Net income (loss)

per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding

for the period.

Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share

as the redemption value approximates fair value.

calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with

the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence

of future events.

As of December 31, 2022, the Company’s outstanding warrants ( 13,979,000 ) have been excluded from diluted net

loss as their inclusion would be anti-dilutive.

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

(loss) per common share for the periods presented.

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

SCHEDULE OF BASIC AND DILUTED NET INCOME LOSS PER COMMON SHARE

For the Period

Since Inception to

Basic and diluted net income

per common share

Basic and diluted weighted average shares

Basic and diluted net

income per common share

the Year Ended

A common stock

B common stock

and diluted net loss per common share

of net income

and diluted weighted average shares outstanding

and diluted net loss per common share

Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred

tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial

statements carrying amounts of existing assets and liabilities and their respective tax bases.

statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are

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

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

from its position.

or December 31, 2021.

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.

provision for income taxes was deemed to be de minimis for the period from October 19, 2021 (inception) through December 31, 2021.

Company’s deferred tax assets were deemed to be de minimis as of December 31, 2021.

Loss per Common Share

loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period,

excluding shares of common stock subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 431,250

shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see

Notes 7 and 8).

At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be

exercised or converted into shares of common stock and then share in the earnings of the Company.

As a result, diluted loss per share

is the same as basic loss per share for the period presented.

Company has identified the United States and California as its only tax jurisdictions.

The Company is subject to income taxation by major

taxing authorities since inception.

All tax periods are open to examination by tax authorities.

These examinations may include questioning

the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

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

twelve months.

The Company actual tax expense differs from the expected tax expense due to the change in the valuation allowance.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account.

instruments that potentially subject the Company to credit risk consist principally of cash and investments held in the Trust Account.

Cash is maintained in accounts with financial institutions, which, at times may exceed the Federal Depository Insurance Corporation coverage

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

As of December 31, 2022 and 2021, the Company had not experienced

losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Held in Trust Account

Company’s Investments held in the Trust Account were $ 136,871,183

at December 31, 2022 and zero

as of December 31, 2021.

Company’s portfolio of investments 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.

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 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 income on investments held in the Trust Account

in the accompanying statements of operations.

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

available market information.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value

Measurement ,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements”

approximates the carrying amounts represented in the balance sheet, partially due to their short-term nature.

value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction

between market participants at the measurement date.

US 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).

These tiers include:

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

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.

Financial Instruments

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Company accounts for warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”.

ASC 815-40 warrants that meet the criteria for equity treatment are recorded in stockholder’s equity.

The warrants are subject

to re-evaluation of the proper classification and accounting treatment at each reporting period.

If the warrants no longer meet the criteria

for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded in the statement of operations.

Under ASC 815-40 warrants that meet the criteria for equity treatment are recorded in stockholders’ equity (deficit).

The warrants are

subject to re-evaluation of the proper classification and accounting treatment at each reporting period.

If the warrants no longer

meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded in the

statement of operations.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-06, Debt — Debt with Conversion and Other

Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for

Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible

instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that

are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share

calculation in certain areas.

The Company adopted ASU 2020-06 from the Company’s inception.

Adoption of the ASU did not impact

the Company’s financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective,

accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

3 — INITIAL PUBLIC OFFERING

to the Initial Public Offering, the Company sold 13,225,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one share of Class

A common stock and one redeemable warrant (“Public Warrant”) .

Each whole 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 7).

to the Initial Public Offering, the Company sold 13,225,000

Units at a price of $ 10.00

Each Unit consists of one share of Class A common stock (“Public Shares”) and one redeemable warrant

(“Public Warrant”).

Each whole 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 7).

4 — PRIVATE PLACEMENTS

3 unchanged sentences

per Private Placement Unit ($ 7,540,000 ).

Private Placement Unit is comprised of one Class A share and one warrant.

Each Private Placement Warrant is exercisable to purchase one

share of Class A common stock at a price of $ 11.50

Each Private Placement Unit is comprised of one Class A share and one warrant (“Private Placement Warrant”).

Each Private Placement Warrant is exercisable to

purchase one share of Class A common stock at a price of $ 11.50

per share, subject to adjustment (see Note 7).

Our sponsor has agreed to transfer, but has not yet transferred, 15,000

placement units to each of our director nominees.

The proceeds from the sale of the Private Placement Units will be 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 Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements

of applicable law) and the securities comprising the Private Placement Units will expire worthless.

The Private Placement Units (including

the Class A common stock issuable upon exercise of the warrants included in the Private Placement Units) will not be transferable, assignable

or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

The Company’s Sponsor has agreed to transfer, but has not yet transferred, 15,000

Private Placement Units to each of our director nominees.

The proceeds from the sale of the Private Placement Units 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 Units held in the Trust Account will be used to fund the

redemption of the Public Shares (subject to the requirements of applicable law) and the securities comprising the Private Placement

Units will expire worthless.

The Private Placement Units (including the Class A common stock issuable upon exercise of the warrants

included in the Private Placement Units) will not be transferable, assignable or saleable until 30 days after the completion of an

Initial Business Combination, subject to certain exceptions.

5 — RELATED PARTY TRANSACTIONS

12 unchanged sentences

Note — Related Party

November 4, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which

the Company may borrow up to an aggregate principal amount of $ 300,000 .

The Promissory Note is non-interest bearing and payable on the earlier of (i) the consummation of the Initial Public Offering or (ii)

the decision not to execute the Initial Public Offering.

November 4, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to

which the Company may borrow up to an aggregate principal amount of $ 300,000 .

The Promissory Note is non-interest bearing and payable on the earlier of (i) the consummation of the Initial Public Offering or

(ii) the decision not to execute the Initial Public Offering.

As of December 31, 2021, there was $ 177,057

outstanding under the Promissory Note.

balance on the Promissory Note was paid in full shortly after the Company completed its IPO on February 7, 2022.

The balance was paid in full on February 10, 2022.

See Note 10, regarding a new promissory

note issued by the Sponsor to the Company for $ 1.5 million, subsequent to December 31, 2022.

and Administrative Services

on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office

space, utilities and secretarial and administrative support for up to 12 months.

Upon completion of the Initial Business Combination

or the Company’s liquidation, the Company will cease paying these monthly fees.

space, utilities and secretarial and administrative support.

Upon completion of the Initial Business Combination or the Company’s

liquidation, the Company will cease paying these monthly fees.

During the year ended December 31, 2022, the Company incurred $ 110,000 ,

of such expenses.

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain

9 unchanged sentences

As of December

31, 2021, there were no amounts outstanding under the Working Capital Loans.

31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans.

6 — COMMITMENTS AND CONTINGENCIES

26 unchanged sentences

(less the $ 50,000 advance previously paid).

7 — STOCKHOLDER’S EQUITY

7 — STOCKHOLDERS’ EQUITY (DEFICIT)

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

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

of December 31, 2022 and December 31, 2021, 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

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

As of December 31, 2021, there were no shares of

Class A common stock issued or outstanding.

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

As of December 31, 2022 and 2021, there

were 754,000 and zero , respectively, shares of Class A common stock issued and outstanding (excluding the 13,225,000 shares subject to

possible redemption).

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

Holders of Class B common stock are entitled to one vote for each share.

As of November 16, 2021, there were 4,312,500 shares

of Class B common stock issued and outstanding.

On January 26, 2022, the Sponsor surrendered and forfeited 1,006,250 founder shares for

no consideration (see Note 8).

All share amounts have been retroactively restated to reflect this surrender.

Following the surrender,

the Sponsor holds 3,306,250 founder shares, of which an aggregate of up to 431,250 shares of Class B common stock are subject to forfeiture

to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the number of Founder Shares

will equal 20% of the Company’s issued and outstanding common stock after the Initial Public Offering.

The underwriters exercised

the over-allotment option in full on February 7, 2022.

As such, the Class B common stock is no longer subject to forfeiture.

As of each December 31, 2022 and 2021, there were 3,306,250

shares of Class B common stock issued and outstanding.

holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination.

71 unchanged sentences

Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering.

Private Placement Warrants and Public Warrants are recorded in stockholders’ equity (deficit) as they qualify for equity treatment

under ASC 815.

key assumptions used to value the Public Warrants, which was determined to be $ 23,276,000 , were as follows:

rate – 1.76 %

8 — FAIR VALUE MEASUREMENTS

following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31,

2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES

Investments held in Trust Account

$ 136,871,183

of December 31, 2021, there were no assets requiring fair value measurement.

expected tax expense based on the statutory rate is reconciled with actual tax expense as follows:

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

federal statutory rate

taxes, net of federal benefit

in valuation allowance

tax provision

The effective tax rate differs

from the statutory tax rate of 21 % for the year ended December 31, 2021, due to the valuation allowance recorded on the Company’s

net operating losses.

The Company files income tax returns in the U.S.

federal jurisdiction and is subject to examination by the various

taxing authorities.

The Company’s tax returns since inception remain open to examination by the taxing authorities.

considers California to be a significant state tax jurisdiction.

income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and

liabilities and the change in valuation are as follows at December 31:

OF DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets:

Total deferred tax assets

Valuation Allowance

Net deferred tax asset

OF CHANGE IN VALUATION

Income Tax Provision

In assessing the realization of

the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will

not be realized.

The ultimate realization of deferred tax assets is independent upon the generation of future taxable income during the

periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled

reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration

of all of the information available, management believes that significant uncertainty exists with respect to future realization of the

deferred tax assets and has therefore established a full valuation allowance.

For the year ended December 31,2021, the change in the valuation

allowance was zero.

10 — SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March [ ], 2022 the date that the

financial statements were available to be issued.

Based upon this review, except as disclosed below, the Company did not identify any

subsequent events that would have required adjustment or disclosure in the financial statements.

January 26 2022, the Sponsor surrendered and forfeited 1,006,250 Founder Shares for no consideration, following which the Sponsor holds

3,306,250 Founder Shares.

All share amounts have been retroactively restated to reflect this surrender.

February 7, 2022, the Company consummated the Initial Public Offering of 13,225,000 units and, with respect to the common stock included

in the units being offered, generating gross proceeds of $ 132,250,000 .

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 754,000 units at a price of $ 10.00 per private unit

in private placements to the Sponsor, generating gross proceeds of $ 7,540,000 .

connection with the Initial Public Offering the underwriters exercised the over-allotment option in full on February 7, 2022.

the Class B common stock is no longer subject to forfeiture.

On February 10, 2022, the

Company paid the Promissory Note to its Sponsor in full.

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements

Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required

adjustment or disclosure in the financial statements.

the Company was required to complete an initial business combination transaction by 12 months from the consummation of initial

public offering or up to 18 months if the Company extended the period of time to consummate a business combination in accordance

with the Company’s Certificate of Incorporation.

On January 26, 2023, at a special meeting of the Company’s stockholders

(the “Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s certificate of incorporation to allow the Company to extend, at the Company’s election, the date by

which the Company has to consummate a business combination up to 12 times, each such extension for an additional one month period, from

February 7, 2023, to February 7, 2024.

The Company’s stockholders also approved a related proposal to amend the trust agreement allowing the Company to

deposit into the Trust Account, for each one-month extension, one-third of 1 %

of the funds remaining in the Trust Account following the redemptions made in connection with the approval of the extension proposal

at the Special Meeting.

At the Special Meeting the Company’s stockholders also approved a proposal to amend the Company’s certificate of incorporation

to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the SEC.

connection with such proposals, the Company’s public stockholders had the right to redeem their shares for cash equal to their pro rata share of

the aggregate amount on deposit in the Trust Account as of two days prior to such stockholder vote.

The Company’s public stockholders holding 11,037,272

shares of Class A common stock (out of a total of 13,979,000 shares of Class A common stock) exercised their right to redeem such shares

at a redemption price of approximately $ 10.33 per share.

Approximately $ 114 million in cash was removed from the Trust Account to pay

such stockholders and, accordingly, after giving effect to such redemptions, the balance in the Trust Account was approximately $ 23 million.

a result of the approval of such proposals, the Company agreed to deposit into the Trust Account one-third of 1 % of the funds then on deposit

in the Trust Account for each month of the extension period, resulting in a monthly contribution of approximately $ 0.035 per share that

was not redeemed in connection with the Special Meeting, or an aggregate of approximately $ 77,000 per month, and an aggregate of $ 924,000

if the date the Company has to consummate a business combination is extended 12 times, each assuming no interest is earned on the funds in the

Trust Account.

On March 7, 2023, the

Company entered into a $ 1.5

million promissory note with the Company’s Sponsor to fund the Trust Account and for the Company’s operating expenses.

On March 7, 2023 the Company’s Sponsor advanced $ 300,000

and will provide additional funds as necessary under the promissory note.

These loans are non-interest bearing, unsecured and will

be repayable in full upon the earlier of (i) the date on which the Company consummates an initial business combination and (ii) the date that

the Company’s winding up is effective.

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-K

Item 9A. Controls and Procedures