What changed in this filing

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Item 1. Financial Statements

2023-08-15 compared with 2023-05-23 · 244 added, 227 removed, 444 unchanged (51% of the section changed)

Financial Statements

FOCUS IMPACT ACQUISITION CORP.

BALANCE SHEETS

Current assets:

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Income taxes payable

Excise tax payable

Promissory note - related party

Total current liabilities

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Class A common stock subject to possible redemption, 5,702,791

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

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

and 23,000,000 shares at redemption value of $ 10.59 and 10.31 per share as of June 30, 2023 and December 31, 2022, respectively

Stockholders’ Deficit:

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500,000,000 shares authorized;

issued and outstanding, (excluding 23,000,000 shares subject to possible redemption)

issued and outstanding, (excluding 5,702,791 and 23,000,000 shares subject to possible redemption)

Class B common stock, $ 0.0001 par value;

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FOCUS IMPACT ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

STATEMENTS OF

For the Three Months Ended

For the Six Months Ended

Operating costs

Marketing service fee

Loss from operations

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Total other income

Income before provision for income taxes

(Loss) Income before provision for income taxes

Provision for income taxes

Net (loss) income

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

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

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

Basic and diluted net (loss) 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

FOR THE THREE MONTHS ENDED MARCH 31, 2023

CONDENSED STATEMENTS OF

STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Class B Common Stock

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Balance as of March 31, 2023

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Excise tax payable in connection with redemptions

Remeasurement adjustment of carrying value of Class A common stock to redemption amount

Balance as of June 30, 2023

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Class B Common Stock

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Balance as of March 31, 2022

Accretion for Class A common stock to redemption amount

Balance as of June 30, 2022

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

FOCUS IMPACT ACQUISITION CORP.

STATEMENTS OF

For the Three Months Ended

CONDENSED STATEMENTS OF

For the Six Months Ended

Cash flows from operating activities:

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Franchise tax payable

Income received from Trust Account

Marketing service fee

Due to related party

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Net cash used in operating activities

Cash flows from investing activities:

Trust extension funding

Cash withdrawn from Trust Account in connection with redemption

Cash withdrawn from Trust Account to pay taxes obligation

Net cash provided by investing activities

Cash flows from financing activities:

Redemption of common stock

( 179,860,588

Proceeds from issuance of promissory note to related party

Net cash used in financing activities

( 179,373,088

Net change in cash

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Supplemental disclosure of cash flow information:

Accretion for Class A common stock to redemption amount

Payment of federal income taxes

Remeasurement adjustment of carrying value of Class A common stock to redemption amount

Excise tax payable in connection with redemption

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

FOCUS IMPACT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

NOTES TO CONDENSED FINANCIAL

JUNE 30, 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 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.

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

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

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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 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 Company’s amended and restated certificate of incorporation provides that the Company will have until the Termination Date (as defined below) to complete the

initial Business Combination.

If the Company does not complete the initial Business Combination by the Termination Date, 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

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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

As disclosed in the proxy statement relating to 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 ten ( 10 ) 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.

Such funds have been deposited into the Trust Account.

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

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.

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.

On August 1, 2023, the Company drew $ 162,500

pursuant to the Promissory Note, which funds the Company deposited into the Trust Account for its public stockholders.

This deposit enabled the Company to extend the Termination Date from August 1, 2023 to September 1, 2023 (the “First Extension”).

The First Extension is the first of nine one-month extensions permitted under the Company’s amended and restated Certificate of Incorporation and provides the Company with additional time to complete its initial Business Combination.

Risks and Uncertainties

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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The Company’s business could be impacted by, among other things, downturns in the

financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including

resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine.

The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or

magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an initial business combination.

financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending and geopolitical instability, such as the military conflict in

The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an

initial business combination.

Consideration of Inflation Reduction Act Excise Tax

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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.

The Company has until May 1, 2024 (as extended) to consummate a Business

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.

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).

adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 1, 2024 (as extended).

Note 2 - Significant Accounting Policies

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

As of March 31, 2023 and

As of June 30, 2023 and

December 31, 2022, the Company had cash of $ 475,514 and $ 1,426,006 , respectively, and no cash equivalents.

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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 March 31,

As of June 30,

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 Per Common Stock

Net (Loss) 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.

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 March 31,

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 six months ended June 30, 2023 and 2022.

The calculation of diluted (loss) 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.

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

Accretion associated with the redeemable Class A common stock is excluded from (loss) earnings per common stock as the

redemption value approximates fair value.

For the Three Months Ended June 30,

Basic diluted net (loss) income per share

Allocation of net (loss) income

Weighted average shares outstanding

Basic and diluted net (loss) income per share

For the Six Months Ended June 30,

Basic diluted net income per share

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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

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.

balance sheet date.

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.

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

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

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

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.

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 June 30, 2023 and December 31, 2022, the

Company’s deferred tax asset had a full valuation allowance recorded against it.

The effective tax rate was 123.98 % and 0.64 % for the three months ended June 30, 2023 and 2022, respectively, and 42.69 % and 0.23 % for the six months ended June 30,

2023 and June 30, 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three and

six months ended June 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets and a change in the fair value of the warrants.

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 June 30, 2023.

ASC 740 also clarifies the accounting for uncertainty in income taxes

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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 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 June 30, 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.

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

As of June 30, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following

June 30, 2023

December 31, 2022

As of beginning of the period

( 179,860,588

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.

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.

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.

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.

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

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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

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

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 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.

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.

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.

28 unchanged sentences

If the Company does not

complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private

Placement Warrants will expire worthless.

complete a Business Combination by the Termination Date, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Placement

Warrants will expire worthless.

The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or

5 unchanged sentences

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 Sponsor.

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

Note 5 - Related Party Transactions

3 unchanged sentences

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.

The initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of:

The Sponsor has agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of:

(A) one year after the completion of the initial Business Combination;

or (B) subsequent to the initial Business Combination, (x) if the closing price of

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.

or (B) subsequent to the initial Business Combination, (x) if the closing price of 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.

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

8 unchanged sentences

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

At March 31, 2023 and December 31, 2022, 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 period.

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 .

At June 30, 2023 and December 31, 2022, $ 487,500 and $ 0 was outstanding and reported on the condensed

balance sheets as Promissory note - related party .

Administrative Fees

2 unchanged sentences

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.

three and six months ended June 30, 2023, the Company incurred $ 30,000 and $ 60,000 in administrative support fees, respectively.

For the three and six months ended June 30, 2022, the Company incurred $ 30,000 and $ 60,000 in administrative support fees,

respectively.

No amounts have been paid for the administrative fee.

At June 30, 2023 and December 31, 2022, $ 180,000 and $ 120,000 is reported on the condensed balance sheets under due to related party for this fee, respectively.

Note 6 - Commitments and Contingencies

8 unchanged sentences

Underwriter Agreement

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

2 unchanged sentences

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.

connection with the Extension Meeting to amend the Company’s amended and restated certificate of incorporation, holders of 17,297,209

shares of Class A Common Stock properly exercised their right to redeem their shares of Class A Common Stock for an aggregate redemption amount of $ 179,860,588 .

As such, the Company has recorded a 1 % excise tax liability in the amount of $ 1,798,606 on the condensed balance sheets as of June 30, 2023.

The liability does not impact the condensed statements of operations and is offset against additional

paid-in capital or accumulated deficit if additional paid-in capital is not available.

This excise tax

liability can be offset by future share issuances within the same fiscal year which will be evaluated and adjusted in the period in which the issuances occur.

Should the Company liquidate prior to December 31, 2023, the excise tax liability

will not be due.

Note 7 - Recurring Fair Value Measurements

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

Money Market funds which are classified as cash equivalents.

Fair values of

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

Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity classification.

10 unchanged sentences

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

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

Money Market funds which are classified as cash equivalents.

Fair values of

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

The Company’s

Promissory Note contains an embedded option whereby up to $ 1,500,000 of the Promissory Note may be converted into the Company’s

The embedded Working Capital Loan conversion option is accounted for as a liability in accordance with ACS 815-40 on the balance sheet and is measured at fair value at inception and on a recurring basis, with changes in fair value

presented within change in fair value in the statement of operations.

Valuation of the Working Capital Loan conversion option was derived from the valuation of the underlying Private Placement Warrants and is classified as a level 3 valuation.

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

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

June 30, 2023

Investments held in Trust Account

1 unchanged sentence

Private Warrants

Working Capital Loan conversion option

December 31, 2022

4 unchanged sentences

The key inputs into the binomial lattice model were as

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

March 31, 2023

follows at June 30, 2023 and December 31, 2022:

June 30, 2023

December 31, 2022

5 unchanged sentences

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:

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 June 30, 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, 2023 – private warrants

Note 8 - Stockholders’ Deficit

Preferred Stock

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

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

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

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

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

At June 30, 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 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.

As of June 30, 2023 and December 31, 2022, there were no shares of Class A common stock issued or outstanding, excluding 5,702,791 and 23,000,000 shares subject to possible redemption.

Class B Common Stock

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

Holders of the

Company’s Class B common stock are entitled to one vote for each common stock.

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

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

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for- one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which shares of

Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed

issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities

issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor

or its affiliates upon conversion of loans made to the Company).

The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $ 0.0001 per

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

At June 30, 2023 and December 31, 2022, there were 5,750,000 shares of Class B common stock issued and

Other than with regard to the election of directors prior to the consummation of a Business Combination, 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 law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of

the holder thereof, on a one-for- one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations

and the like), and subject to further adjustment.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a

Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such

adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and

equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent

warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Note 9 - Subsequent Events

1 unchanged sentence

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.

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

On August 1, 2023,

the Company drew $ 162,500 pursuant to the Promissory Note, which funds the Company deposited into the Trust Account for its public

stockholders.

This deposit enabled the Company to extend the Termination Date from August 1, 2023 to September 1, 2023.

The First Extension is the first of nine one-month extensions permitted under the Company’s amended and restated

Certificate of Incorporation and provides the Company with additional time to complete its initial Business Combination.

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