What changed in this filing

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Item 1. Financial Statements

2023-05-23 compared with 2022-11-14 · 315 added, 315 removed, 356 unchanged (64% of the section changed)

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BALANCE SHEETS

September 30,

Current assets:

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Total current asset

Prepaid expenses, non-current

Investment held in Trust Account

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Current liabilities:

Accrued offering costs and expenses

A ccounts payable and accrued expenses

Due to Sponsor

Franchise taxes payable

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Class A common stock subject to possible redemption, 23,000,000

shares at redemption value

shares at redemption value of $ 10.39 and 10.31 per share as

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

Stockholders’ Deficit:

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FOCUS IMPACT ACQUISITION CORP.

CONDENSED STATEMENTS OF

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

For the Period from February

23, 2021 (Inception) Through September 30,

Formation and operating costs

Marketing service fee

Operating costs

Loss from operations

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Total other income

Income (Loss) before provision for income taxes

Income before provision for income taxes

Provision for income taxes

Net income (loss)

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption

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

Basic and diluted weighted average shares outstanding, common stock

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

Basic and diluted weighted average shares outstanding, Class B common stock

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

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

FOCUS IMPACT ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Class B Common Stock

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Balance as of January 1, 2023

Balance as of March 31, 2022 (unaudited)

Accretion for Class A common stock to redemption amount

Balance as of June 30, 2022 (unaudited)

Accretion for Class A common stock to redemption amount

Balance as of September 30, 2022 (unaudited)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM FEBRUARY 23, 2021 (INCEPTION) THROUGH SEPTEMBER 30,

Balance as of March 31 , 2023

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Class B Common Stock

Paid-in Capital

Stockholder’s

Balance as of February 23, 2021 (inception)

Issuance of Class B common stock to Sponsor

Balance as of March 31, 2021 (unaudited)

Balance as of June 30, 2021 (unaudited)

Balance as of September 30, 2021 (unaudited)

Stockholders’

Balance as of January 1, 2022

Balance as of March 31 , 2022

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

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STATEMENTS OF

September 30,

Through September

For the Three Months Ended

Cash flows from operating activities:

Net income (loss)

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

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

Change in fair value of warrant liability

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Prepaid expenses

Accrued offering costs and expenses

Accounts payable and accrued expenses

Franchise tax payable

Marketing service fee

Income received from Trust Account

Due to related party

Income taxes payable

Net cash used in operating activities

Cash flows from investing activities:

Proceeds from Trust Account

Net cash provided by investing activities

Net change in cash

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Accretion for Class A common stock to redemption amount

Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock

Deferred offering costs paid by Sponsor under the promissory note

Deferred offering costs included in accrued offerings costs and expenses

Payment of federal income taxes

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

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NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

MARCH 31, 2023

Note 1 - Organization and Business Operations

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

As of September 30, 2022, the Company had not commenced any operations.

All activity for the period from February 23, 2021 (inception) through September 30, 2022

relates to the Company’s formation and the Initial Public Offering (“IPO”) (as defined below), and since the closing of the IPO, the search for a prospective initial business Combination.

The Company will not generate any operating revenues until

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

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

All activity for the period from February 23, 2021 (inception) through March 31, 2023 relates to

the Company’s formation and the Initial Public Offering (“IPO”) (as defined below), and since the closing of the IPO, the search for a prospective initial business Combination.

The Company will not generate any operating revenues until after the

completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

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IPO of 23,000,000 units (the “Units”) which included the exercise of the underwriters’ option to purchase an additional 3,000,000 Units at the IPO price to cover over-allotments.

Each Unit consists of one share of Class A common stock, $ 0.0001 par value per share (the “Class A

common stock”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof

to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per share, subject to adjustment.

The Units were sold at an offering price of $ 10.00

per Unit, generating gross proceeds of $ 230,000,000 , which is discussed in Note 3.

Simultaneously with the closing of IPO the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $ 1.00

per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $ 11,200,000 .

Offering costs amounted to $ 13,457,525 consisting of $ 4,000,000 of underwriting commissions, $ 8,650,000

of deferred underwriting commissions, and $ 807,525 of other offering costs.

Of the offering costs, $ 509,712 is included within accumulated deficit and $ 12,947,813

is included in additional paid in capital.

Each Unit consists of one share of Class A common stock, $ 0.0001 par value per share

(the “Class A common stock”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the

holder thereof to purchase one share of Class A Common Stock at an exercise price of $ 11.50 per share, subject to adjustment.

The Units were sold at an offering price of $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 , which is discussed in Note 3.

Simultaneously with the closing of IPO the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $ 1.00 per Private

Placement Warrant to the Sponsor, generating gross proceeds to the Company of $ 11,200,000 .

Upon the closing of the IPO (including the full exercise of the underwriters’ over-allotment option) and the private placement, $ 234,600,000 has been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A common stock sold in the IPO, at

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certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or

to redeem 100 % of the Company’s public shares if the Company does do not complete the initial Business Combination within 18 months from the closing of this offering or (ii) with respect to any other provisions relating to the rights of holders of the Company’s Class A

common stock, and (c) the redemption of the Company’s public shares if the Company has not consummated the initial Business Combination within 18

months from the closing of this offering, subject to applicable law.

to redeem 100 % of the Company’s public shares if the Company does not complete the initial Business Combination by August 1, 2023 (as

extended) or (ii) with respect to any other provisions relating to the rights of holders of the Company’s Class A common stock, and (c) the redemption of the Company’s public shares if the Company has not consummated the initial Business

Combination by August 1, 2023, (as extended) subject to applicable law.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of the

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

The Company’s amended and restated certificate of incorporation provides that the Company will have only 18 months from the closing of the Proposed Public Offering (the “Combination Period”) to complete the initial Business Combination.

If the Company is unable to complete the

initial Business Combination within such 18-month period, the Company may seek an amendment to the Company’s amended and restated

certificate of incorporation to extend the period of time the Company has to complete an initial Business Combination beyond 18 months .

Our amended and restated certificate of incorporation requires that such an amendment be approved by holders of 65 % of the Company’s

outstanding common stock.

If the Company does not complete the initial Business Combination within 18 months from the closing of this

offering (or such extended period to complete an initial Business Combination), 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 us to pay the Company’s franchise and income 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), subject to applicable law;

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’s amended and restated certificate of incorporation provides that the Company will have until August 1, 2023 (as extended) (the “Combination Period”) to

complete the initial Business Combination.

If the Company does not complete the initial Business Combination by August 1, 2023 (as extended) (or such extended period to complete an initial Business Combination), 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 us to pay the

Company’s franchise and income 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), subject to applicable law;

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 Sponsor, officers and directors entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to

any founder shares and public shares held by them in connection with the completion of the initial Business Combination and a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) that would

modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company does not complete the initial Business Combination within 18 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A commons stock and (ii) to

waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial Business Combination within 18 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if

the Company fails to complete the initial Business Combination within the prescribed time frame).

Further, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the

If the Company submits the initial Business Combination to the Company’s public stockholders for a vote, the Company will complete the initial Business Combination only if a majority of the outstanding shares of common stock voted are

voted in favor of the initial Business Combination.

respect to any other provision relating to the rights of holders of the Company’s Class A commons stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company

fails to consummate an initial Business Combination by August 1, 2023 (as extended) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the

initial Business Combination within the prescribed time frame).

Further, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.

If the Company submits the

initial Business Combination to the Company’s public stockholders for a vote, the Company will complete the initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or by a

prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $ 10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the

trust assets, in each case net of the interest which may be withdrawn to pay the Company’s franchise and income taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek

access to the trust account and except as to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver

is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company has not independently verified whether the Sponsor has sufficient funds to satisfy

its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company.

net of the interest which may be withdrawn to pay the Company’s franchise and income taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account

and except as to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable

against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and

believes that the Sponsor’s only assets are securities of the Company.

The Company has not asked the Sponsor to reserve for such indemnification obligations.

None of the Company’s officers will indemnify the Company

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

None of the Company’s officers will indemnify the Company for claims by third parties

including, without limitation, claims by vendors and prospective target businesses.

Extension of Combination Period

On April 25, 2023, the Company held a special meeting of stockholders (the “Extension Meeting”) to amend the Company’s amended and restated certificate of

incorporation to (i) extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from May 1, 2023 (the “Original Termination Date”) to August 1, 2023 (the “Charter Extension Date”) and to allow the

Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to nine

times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors if

requested by the Sponsor, and upon five days ’ advance notice prior to the applicable Termination Date, until May 1, 2024, or a total of

up to twelve months after the Original Termination Date, unless the closing of the Company’s initial Business Combination shall have

occurred prior to such date (such amendment, the “Extension Amendment” and such proposal, the “Extension Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem shares of public stock to the extent that such redemption

would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, of less than $ 5,000,000 (such amendment, the “Redemption Limitation Amendment” and such proposal, the “Redemption Limitation Amendment Proposal”).

The shareholders of the Company approved the Extension

Amendment Proposal and the Redemption Limitation Amendment at the Extension Meeting and on April 26, 2023, the Company filed the Extension Amendment and the Redemption Limitation Amendment with the Secretary of State of Delaware.

In connection with the vote to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 17,297,209 shares of Class A common stock, par value $ 0.0001 per

share, of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.40 per

share, for an aggregate redemption amount of $ 179,860,588 .

As disclosed in the Proxy Statement, relating to the extraordinary general meeting of shareholders (the “Extension Meeting”), the Sponsor agreed that if the Extension Amendment Proposal

is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to the Company as a loan, within five ( 5 )

business days of the date of the Extension Meeting, of the lesser of (a) an aggregate of $ 487,500 or (b) $ 0.0975 per share that is not redeemed in connection with the Extension Meeting, to be deposited into the Trust Account.

In addition, in the event the

Company does not consummate an initial business combination by August 1, 2023, the Lender may contribute to the Company the lesser of (a) $ 162,500

or (b) $ 0.0325 per each share of public stock that is not redeemed in connection with the Extension Meeting as a loan to be deposited

into the Trust Account for each of nine one-month

extensions following August 1, 2023.

In association with the approval of the Extension Amendment Proposal on May 9, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $ 1,500,000 (the “Promissory Note”) to the Sponsor and the Sponsor funded the initial principal amount of $ 487,500 .

The Promissory Note does not bear interest and matures upon closing of the Company’s initial Business Combination.

In the event that the Company does not consummate a

Business Combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any.

The proceeds of the Promissory Note will be deposited in the Trust Account.

Up to the total principal amount of the

Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $ 1.00 per

warrant, which warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the IPO.

Risks and Uncertainties

Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry 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 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.

Management continues to evaluate the impact of the COVID-19 pandemic on the industry 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 and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statement.

The financial statement do not include

any adjustments that might result from the outcome of this uncertainty.

The Company’s results of operations and ability to complete an initial business combination may be

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

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

may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market

value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a

Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

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

The foregoing could cause a reduction in the cash available on hand to

complete a Business Combination and in the Company’s ability to complete a Business Combination.

Liquidity, Capital Resources and Going Concern

In 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 IPO will enable it to sustain operations for a period of at least one-year from the issuance date of this financial statement.

the foregoing, management believes that the Company will have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will be

using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the

target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a

Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going

The Company has until May 1, 2023 to consummate a Business Combination.

On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax.

The notice generally provides that if a publicly traded U.S.

corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final

distribution in complete liquidation and dissolution is made are not subject to the excise tax.

Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its

application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change.

Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by the Company, in connection with

a Business Combination, extension vote or otherwise, may be subject to this excise tax.

Because any such excise tax would be payable by the Company and not by the redeeming holders, it could cause a reduction in the value of the Company’s Class A

common stock, cash available with which to effectuate a Business Combination or cash available for distribution in a subsequent liquidation.

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

Combination will depend on a number of factors, including (i) the structure of the Business Combination, (ii) the fair market value of the redemptions and repurchases in connection with the Business Combination, (iii) the nature and amount of any

“PIPE” or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the Business Combination) and (iv) the content of any subsequent regulations, clarifications, and other

guidance issued by the Treasury.

Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S.

corporation is uncertain and has not been addressed by the Treasury in regulations, and it

is possible that the proceeds held in the Trust Account could be used to pay any excise tax owed by the Company in the event the Company is unable to complete a Business Combination in the required time and redeem 100% of the remaining Class A

common stock in accordance with the Company’s amended and restated certificate of incorporation, in which case the amount that would otherwise be received by the public stockholders in connection with the Company’s liquidation would be reduced.

Liquidity and Capital Resources, Going Concern

In 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 IPO may not enable it to sustain operations for a period of at least one-year from the issuance date of this financial statement.

Based on the foregoing, management believes that the Company may not have sufficient working capital to meet its

needs through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective

initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business

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

accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation, working capital deficiency, and

subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern.

The Company has until August 1, 2023 (as extended) to consummate a

Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by this time.

If a Business Combination is not consummated by this date, there

will be a mandatory liquidation and subsequent dissolution.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 1, 2023.

If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 1, 2023 (as extended).

Note 2 - Significant Accounting Policies

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adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an

emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth

company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1.

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through

the IPO that were directly related to the IPO.

Offering costs will be allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received.

Offering costs associated with

warrant liabilities were expensed and presented as non-operating expenses in the statement of operations and offering costs associated with the Class A common stock were charged to temporary equity.

Offering costs amounted to $ 13,457,525 consisting of

$ 4,000,000 of underwriting commissions, $ 8,650,000

of deferred underwriting commissions, and $ 807,525 of other offering costs.

Of the offering costs, $ 509,712 is included within the statement of operations and $ 12,947,813 is included in temporary equity.

The preparation of the unaudited condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

Actual results

could differ from those estimates.

Cash and Cash Equivalents

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

As of September 30, 2022

and December 31, 2021, the Company had cash of $ 949,402 and $ 1,393,939 , respectively, and no cash equivalents.

As of March 31, 2023 and

December 31, 2022, the Company had cash of $ 760,583 and $ 1,426,006 , respectively, and no cash equivalents.

Investment Held in Trust Account

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Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000.

As of September

As of March 31,

2023 and December 31, 2022, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account.

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reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have

received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection

with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about

how market participants would price assets and liabilities).

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received

in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with

measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how

market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

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Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical

or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or

similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Net Income (Loss) Per Common Stock

Net Income Per Common Stock

The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock.

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shared pro rata between the two classes of stockholders.

Private and public warrants to purchase 22,700,000 Class A common stock at

$ 11.50 per share were issued on November 1, 2021.

No warrants were exercised during the three and nine months ended September 30, 2022, three months ended September 30, 2021 and the period from February 23, 2021 (inception) through

September 30, 2021.

The calculation of diluted income (loss) per common stock does not consider the effect of the warrants issued in connection with (i) the Initial Public Offering, (ii) the exercise of the over-allotment and (iii) the Private

Placement since the exercise of the warrants is contingent upon the occurrence of future events.

As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods.

Private and public warrants to purchase 22,700,000 Class A common stock at $ 11.50 per share were issued on November 1, 2021.

warrants were exercised during the three months ended March 31, 2023 and 2022.

The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with (i) the Initial Public Offering, (ii) the

exercise of the over-allotment and (iii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events.

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

per common stock for the periods.

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

For the Three Months Ended September 30,

Basic and diluted net income (loss) per share

For the Three Months Ended March 31,

Basic diluted net income per share

Allocation of net income

Weighted average shares outstanding

Basic and diluted net income per share, redeemable common stock

For the Nine Months Ended September

For the Period from February

23, 2021 (Inception) Through September 30,

Basic and diluted net income (loss) per share

Allocation of net income (loss)

Weighted average shares outstanding

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

Basic and diluted net income per share

Derivative Financial Instruments

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derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the

statement of operations.

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

balance sheet date.

Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement

of operations.

Warrant Liability

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under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability.

Accordingly, the Company classified the warrant instrument as a liability at fair value and will adjust the instrument to

fair value at each reporting period.

Accordingly, the Company classified the warrant instrument as a liability at fair value and will adjust the instrument to fair

value at each reporting period.

This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations.

value of warrants was estimated using an internal valuation model.

Our valuation model utilized inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can

The fair value

of warrants was estimated using an internal valuation model.

Our valuation model utilized inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be

Such warrant classification is also subject to re-evaluation at each reporting period.

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between

the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to

be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded

Our effective tax rate was 10.04 % and 0.00 % for the three months ended September 30, 2022 and 2021, respectively, and 2.31 %

and 0.00 % for the nine months ended September 30, 2022 and 2021, respectively.

The effective tax rate differs from the

statutory tax rate of 21 % for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value in

warrant liability and the valuation allowance on the deferred tax assets.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or

Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of

any potential business combination expenses and the actual interest income that will be recognized during the year.

The Company has taken a position as to the calculation of income tax expense in a current period based on ASC

740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that

cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its

annualized book income and its impact on the effective tax rate.

As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2022.

The Company is taking the position that the deferred tax asset related to the unutilized net

operating loss (“NOL”) should still be fully reserved.

While interest rates have increased, the actual amount of interest income for tax purposes may differ significantly due to the timing of treasuries purchased, whether the Company

invests in treasuries or potential unrealized interest income based on maturity.

Additionally, the NOL utilization is limited to 80% so the approach and estimate used in the interim period is conservative in nature while reviewing the

pertinent facts unique to the Company’s income tax situation.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and

prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be

more-likely-than-not to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

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

There were no unrecognized tax benefits and no amounts

accrued for interest and penalties as of September 30, 2022 and 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.

T he Company accounts for income taxes under ASC 740, “Income Taxes.” ASC

740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the

expected future tax benefit to be derived from tax loss and tax credit carry forwards.

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

will not be realized.

As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Our effective tax rate was 25.6 % and 0.0 % for the three months ended March 31, 2023 and 2022.

The effective tax rate differs from the statutory tax rate of 21 % for the three months ended March 31, 2023 and 2022,

due to the valuation allowance on the deferred tax assets .

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow

for estimating individual elements in the current period if they are significant, unusual or infrequent.

Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of

warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year.

The Company has taken a

position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able

to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and

allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate.

As such, the Company is computing its taxable income and associated income tax provision based

on actual results through March 31, 2023.

ASC 740 also clarifies the accounting for uncertainty in income taxes

recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

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

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in

interim period, disclosure and transition.

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

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

The Company is currently not aware of any issues under review that could

result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

The Company is subject to income taxation by major taxing authorities since inception.

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 is subject to income taxation by major taxing

authorities since inception.

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 .

Common Stock Subject to Possible Redemption

All of the 23,000,000 common stock sold as part of

the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and

in connection with certain amendments to the Company’s amended and restated certificate of incorporation.

All of the 23,000,000 common stock sold as part of the

Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in

connection with certain amendments to the Company’s amended and restated certificate of incorporation.

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

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Therefore, all shares of Class A common stock have been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value

at the end of each reporting period.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at

the end of each reporting period.

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

As of September 30, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the

following table:

September 30,

of March 31, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table:

March 31, 2023

December 31, 2022

As of beginning of the period

Gross proceeds from IPO

Proceeds allocated to Public Warrants

Class A common stock issuance costs

Remeasurement adjustment of carrying value to redemption value

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Recent Accounting Pronouncements

In August 2020, FASB issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash

conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for

convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible

In August 2020, FASB issued Accounting Standards

Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments.

2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of

contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per

share guidance, including the requirement to use the if-converted method for all convertible instruments.

The Company adopted ASU 2020-06 on January 1, 2022 and the standard was applied on a full retrospective basis.

There was no material impact on the Company’s financial position, results of operations or cash flows.

There was no material impact

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

The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material effect on the Company’s financial statements.

material effect on the Company’s unaudited condensed financial statements.

Note 3 - Initial Public Offering

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Class A common stock of the Company, par value $ 0.0001 per share, and one-half of one warrant of the Company.

Each full Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $ 11.50 per share.

Each full Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $ 11.50 per

Following the closing of the IPO on November 1, 2021, $ 234,600,000

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Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the

Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to

those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement;

provided that if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national

securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of public warrants who exercise their warrants to do so on a

“cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, will not be required to file or maintain in effect a registration statement, but will use commercially reasonably efforts to

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement

and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but will use

commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

In such event, each holder would pay the exercise price by surrendering the warrants for that number of

shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined

below) less the exercise price of the warrants by (y) the fair market value and (B) the product of 0.361 and the number of whole

warrants being exercised by such holder.

registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current

prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement;

provided that if the Company’s Class A common stock is at the time of any exercise of a warrant not

listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the Company’s option, require holders of public warrants who exercise their

warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, will not be required to file or maintain in effect a registration statement, but will use commercially

reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not

effective by the 60 th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an

effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another

exemption, but will use commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

In such event, each holder would pay the exercise price by surrendering the

warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair

market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) the product of 0.361 and

the number of whole warrants being exercised by such holder.

The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

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adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within

a 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

a 30 -trading day period ending three

trading days before the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A

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adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading

days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the

warrant holders;

if the closing price of the Class A common stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the private

placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders;

if the closing price of the Class A common stock for any 20 trading days within a 30 -trading day period ending on the third trading day

prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ 18.00 per share (as

adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public

warrants, as described above.

Note 4 - Private Placement

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that would modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the IPO or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A commons stock and (ii) to waive

their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial Business Combination within 18 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if

the Company fails to complete the initial Business Combination within the prescribed time frame).

Further, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the

fails to complete the initial Business Combination within the prescribed time frame).

Further, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.

Note 5 - Related Party Transactions

Founder Shares

On March 15, 2021, the Sponsor paid $ 25,000 to the

Company in consideration for 7,187,500 shares of Class B common stock.

The number of founder shares issued was determined based on the

expectation that the founder shares would represent 20 % of the outstanding shares of common stock upon completion of the IPO.

6, 2021, the Sponsor surrendered 1,437,500 shares of Class B common stock for no consideration resulting in the Sponsor holding 5,750,000 shares of Class B

common stock.

The 5,750,000 founder shares include an aggregate of up

to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part,

so that the Sponsor will own, on an as-converted basis, 20 % of the Company’s issued and outstanding shares after the IPO (assuming the

Sponsor does not purchase any public shares in the IPO).

With the exercise of the over-allotment option by the underwriters, no founder

shares are subject to forfeiture.

The Sponsor paid $ 25,000 to the Company in consideration

for 5,750,000 shares of Class B common stock.

The founder shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one -for-one basis, subject to certain adjustments, as described in Note 8.

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the Company’s Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business

Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash,

securities or other property.

recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the

initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common

stock for cash, securities or other property.

The Company refers to such transfer restrictions as the lock-up.

Promissory Note — Related Party

The Sponsor agreed to loan the Company an aggregate of up to $ 300,000

to be used for a portion of the expenses of the IPO.

The loan was non-interest bearing, unsecured and due at the earlier of (i) December 31, 2021, (ii) the date on which the Company consummates the IPO, or (iii) the date on the Company determines

to not proceed with such IPO.

The Company had borrowed $ 79,991 under the promissory note and fully repaid it on November 4, 2021.

Borrowings under the promissory note are no longer available to the Company.

Related Party Loans

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Up to $ 1,500,000 of such loans may be convertible into warrants, at a price of $ 1.00 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

September 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding.

The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise

At March 31, 2023 and December 31, 2022, no such Working Capital Loans were outstanding.

Administrative Fees

Commencing on the date that the Company’s securities are first listed on the Nasdaq, the Company agreed to pay the Sponsor a total of $ 10,000 per month for office space, utilities and secretarial and administrative support provided to the Company.

Upon completion of the initial

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

The Company agreed to pay the Sponsor a total of $ 10,000

per month for office space, utilities and secretarial and administrative support provided to the Company.

Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

three months ended March 31, 2023 and 2022, the Company incurred $ 30,000 in administrative support fees.

No amounts have been paid

for the administrative fee.

At March 31, 2023 and December 31, 2022, $ 150,000 and $ 120,000 is reported on the condensed balance sheet under due to related party for this fee.

Note 6 - Commitments and Contingencies

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Underwriter Agreement

November 1, 2021, the Company paid a cash underwriting commission of $ 4,000,000 or approximately $ 0.17 per Unit, including the over-allotment option.

The underwriters are entitled to deferred underwriting commissions of approximately $ 0.376 per unit, or $ 8,650,000 in the aggregate (including the commission related to the underwriters’

exercise of the over-allotment option).

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the

underwriting agreement for the offering.

The underwriters are entitled to deferred underwriting commissions of approximately $ 0.376 per unit, or $ 8,650,000 in the aggregate (including the commission

related to the underwriters’ exercise of the over-allotment option).

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination,

subject to the terms of the underwriting agreement for the offering.

Marketing Fee Agreement

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The fee structure is set as a minimum of $ 150,000 due upon a Business Combination for advisory services.

If the advisors provide lead information of a potential target company in a Business Combination, the Company will pay the

advisors between $ 2,000,000 and $ 6,000,000

upon successful close of the Business Combination.

If the advisors provide lead information of a potential target company in a Business Combination, the Company

will pay the advisors between $ 2,000,000 and $ 6,000,000 upon successful close of the Business Combination.

Note 7 - Recurring Fair Value Measurements

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The inputs used to determine the fair value of the Private Warrant liability, is classified within Level 3 of the fair value hierarchy.

On December 20, 2021, the Company’s Public Warrants began trading on the Nasdaq Stock Market LLC (“NASDAQ”).

The Company’s warrant liability at December 31, 2021 for

the Public Warrants was based on unadjusted quoted prices in an active market (NASDAQ) for identical assets or liabilities that the Company has the ability to access.

The fair value of the Public Warrant liability is classified within Level 1 of

the fair value hierarchy.

The Company’s warrant liability as of September 30, 2022 for the public warrants is based on quoted prices in markets that are not active for identical or similar assets (NASDAQ) or liabilities that the Company has the

ability to access.

The Company’s Public

Warrants are trading on the Nasdaq Stock Market LLC (“NASDAQ”) and the Company’s warrant liability was based on unadjusted quoted prices in an active market (NASDAQ) for identical assets or liabilities that the Company has the ability to access.

The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy.

On September 30, 2022 there was no activity for the Company’s public warrants on NASDAQ.

As such, valuation for the public

warrants was based on the NASDAQ closing price as of September 29, 2022.

Substantially all of the Company’s trust assets on the balance sheet consist of U.

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these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2022

and December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

September 30, 2022

The following table

presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company

utilized to determine such fair value.

March 31, 2023

Investments held in Trust Account

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The Private Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement.

The key inputs into the binomial lattice model were as follows at September 30, 2022 and December 31, 2021:

September 30, 2022

The key inputs into the binomial lattice model were as

follows at March 31, 2023 and December 31, 2022:

March 31, 2023

December 31, 2022

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Dividend yield

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s warrants classified as Level 3:

The following table

provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s warrants classified as Level 3 for the period ended March 31, 2023 and December 31, 2022:

Fair Value at December 31, 2022 – private warrants

1 unchanged sentence

Fair Value at March 31, 2023 – private warrants

Change in fair value

Fair Value at June 30, 2022 – private warrants

Change in fair value

Fair Value at September 30, 2022 – private warrants

Note 8 - Stockholders’ Deficit

2 unchanged sentences

voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

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

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

Class A Common Stock

1 unchanged sentence

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

As of September 30, 2022 and December 31, 2021, there were no shares of Class A common stock issued or outstanding, excluding 23,000,000 shares subject to possible redemption

As of March 31, 2023 and December 31, 2022, there were no shares of Class A common stock issued or outstanding, excluding 23,000,000 shares subject to possible redemption.

Class B Common Stock

3 unchanged sentences

31, 2023 and December 31, 2022, there were 5,750,000 shares of Class B common stock issued and outstanding.

On March 15, 2021, the Sponsor paid $ 25,000 to the

Company in consideration for 7,187,500 shares of Class B common stock.

The number of founder shares issued was determined based on the

expectation that the founder shares would represent 20 % of the outstanding shares of common stock upon completion of the IPO.

6, 2021, the Sponsor surrendered 1,437,500 shares of Class B common stock for no consideration resulting in the Sponsor holding 5,750,000 shares of Class B

common stock.

Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by

6 unchanged sentences

Note 9 - Subsequent Events

Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued, require potential adjustment to or disclosure in the financial

statements and did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Management has

evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed financial statements were issued, require potential adjustment to or disclosure in the unaudited condensed financial statements

and did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements other than noted below.

Extension of Combination Period

On April 25, 2023,

the Company held a special meeting of stockholders (the “Extension Meeting”) to amend the Company’s amended and restated certificate of incorporation to (i) extend the date (the “Termination Date”) by which the Company has to consummate a

Business Combination from May 1, 2023 (the “Original Termination Date”) to August 1, 2023 (the “Charter Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a

Business Combination on a monthly basis for up to nine times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days ’ advance notice prior to the applicable Termination Date, until May 1, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of the Company’s initial Business Combination shall have occurred prior to such date (such amendment,

the “Extension Amendment” and such proposal, the “Extension Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem shares of public stock to the extent that such redemption would result in the Company having net

tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, of less than $ 5,000,000

(such amendment, the “Redemption Limitation Amendment” and such proposal, the “Redemption Limitation Amendment Proposal”).

The shareholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment at the

Extension Meeting and on April 26, 2023, the Company filed the Extension Amendment and the Redemption Limitation Amendment with the Secretary of State of Delaware.

In connection with

the vote to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 17,297,209

shares of Class A common stock, par value $ 0.0001 per share, of the Company properly exercised their right to redeem their shares for

cash at a redemption price of approximately $ 10.40 per share, for an aggregate redemption amount of $ 179,860,588 .

the redemption of $ 179,860,588 from the Trust Account, the Company may be subject to a new U.S.

federal 1% excise tax equal to $ 1,798,606 .

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

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

As disclosed in the

Proxy Statement, relating to the extraordinary general meeting of shareholders (the “Extension Meeting”), the Sponsor agreed that if the Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party

designees (the “Lender”) will contribute to the Company as a loan, within five ( 5 ) business days of the date of the Extension

Meeting, of the lesser of (a) an aggregate of $ 487,500 or (b) $ 0.0975 per share that is not redeemed in connection with the Extension Meeting, to be deposited into the Trust Account.

In addition, in the event the Company does not

consummate an initial business combination by August 1, 2023, the Lender may contribute to the Company the lesser of (a) $ 162,500 or

(b) $ 0.0325 per each share of public stock that is not redeemed in connection with the Extension Meeting as a loan to be deposited

into the Trust Account for each of nine one-month extensions following August 1, 2023.

In association with

the approval of the Extension Amendment Proposal on May 9, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $ 1,500,000 (the “Promissory Note”) to the Sponsor and the Sponsor funded the initial principal amount of $ 487,500 .

The Promissory Note does not bear interest and matures upon closing of the Company’s initial Business Combination.

In the event that the Company does not consummate a Business Combination, the Promissory Note will be repaid only from amounts

remaining outside of the Trust Account, if any.

The proceeds of the Promissory Note will be deposited in the Trust Account.

Up to the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the

Lender into warrants of the Company at a price of $ 1.00 per warrant, which warrants will be identical to the Private Placement

Warrants issued to the Sponsor at the time of the IPO.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements