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Item 1. Financial Statements

2023-11-14 compared with 2023-08-15 · 249 added, 129 removed, 559 unchanged (40% of the section changed)

FOCUS IMPACT ACQUISITION CORP.

September 30,

Current assets:

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

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

and 23,000,000 shares at redemption value of $ 10.79 and 10.31 per share as of September 30 ,

2023 and December 31, 2022 ,

Stockholders’ Deficit:

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For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months

September 30,

Operating costs

1 unchanged sentence

Loss from operations

Other Income (Expense)

Change in fair value of warrant liabilities

Recovery of offering costs allocated to warrants

Operating account interest income

Income from Trust Account

Total other income

Total other income, net

(Loss) Income before provision for income taxes

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STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

FOR THE THREE AND NINE

MONTHS ENDED SEPTEMBER 30, 2023

Class B Common Stock

Paid-in Capital

Stockholders’

Balance as of January 1, 2023

Accretion for Class A common stock to redemption amount

Remeasurement for Class A common stock to redemption amount

Balance as of March 31, 2023

Excise tax payable in connection with redemptions

Extension funding of Trust Account

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

Waiver of Deferred Underwriters’ Fee

Extension funding of Trust Account

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

Balance as of September 30 , 2023

FOR THE THREE AND NINE

MONTHS ENDED SEPTEMBER 30, 2022

Class B Common Stock

Paid-in Capital

Stockholders’

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Balance as of March 31, 2022

Accretion for Class A common stock to redemption amount

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

Balance as of June 30, 2022

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

Balance as of September 30, 2022

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

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CONDENSED STATEMENTS OF

For the Six Months Ended

For the Nine Months Ended

September 30,

Cash flows from operating activities:

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

Net (loss) income

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

Change in fair value of warrant liability

Recovery of offering costs allocated to warrants

Income from investments held in Trust Account

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Excise tax payable in connection with redemption

Impact of the waiver of deferred commission by the underwriters

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

FOCUS IMPACT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL

JUNE 30, 2023

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 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 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

completion of its initial Business Combination, at the earliest.

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

All activity for the period from February 23, 2021 (inception) through September 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 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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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 not complete the initial Business Combination by August 1, 2023 (as

to redeem 100 % of the Company’s public shares if the Company does not complete the initial Business Combination by December 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.

Combination by December 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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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 by August 1, 2023 (as extended) 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 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).

fails to consummate an initial Business Combination by December 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

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.

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

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

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 .

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

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.

As of September 30, 2023 a total of $ 975,000 has been paid regarding the extensions.

In October 2023 the Company deposited an additional $ 162,500 in the Trust Account, for an aggregate of $ 1,137,500 , to

extend the Termination Date to December 1, 2023.

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.

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.

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.

Proposed Business Combination

On September 12, 2023, Focus Impact Acquisition Corp., a Delaware corporation (“FIAC”) entered into a Business Combination

Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”), by and among FIAC, Focus Impact Amalco

Sub Ltd., a company existing under the laws of the Province of British Columbia (“Amalco Sub”) and DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia (“Devvstream”).

Pursuant to the Business Combination

Agreement, among other things FIAC will acquire DevvStream for consideration of shares in FIAC following its continuance to the Province of Alberta (as further explained below).

The terms of the Business Combination Agreement, which contains

customary representations and warranties, covenants, closing conditions and other terms relating to the mergers and the other transactions contemplated thereby, are summarized below.

Structure of the Business Combination

The acquisition is

structured as a continuance followed by an amalgamation transaction, resulting in the following:

prior to the Effective Time, FIAC will continue (the “FIAC Continuance”) from the State of Delaware under the Delaware General Corporation Law (“DGCL”) to the Province of Alberta under the Business Corporations Act (Alberta) (“ABCA”)

and change its name to DevvStream Corp.

(“New PubCo”).

following the FIAC Continuance, and in accordance with the applicable provisions of the Plan of Arrangement and the Business Corporations Act (British Columbia) (the “BCBCA”), Amalco Sub and DevvStream will amalgamate to form one

corporate entity (“Amalco”) in accordance with the terms of the BCBCA (the “Amalgamation”), and as a result of the Amalgamation, (i) each Company Share issued and outstanding immediately prior to the Effective Time will be automatically

exchanged for that certain number of New PubCo Common Shares equal to the applicable Per Common Share Amalgamation Consideration, (ii) each Company Option and Company RSU issued and outstanding immediately prior to the Effective Time will

be cancelled and converted into Converted Options and Converted RSUs, respectively, in an amount equal to the Company Shares underlying such Company Option or Company RSU, respectively, multiplied by the Common Conversion Ratio (and, for

Company Options, at an adjusted exercise price equal to the exercise price for such Company Option prior to the Effective Time divided by the Common Conversion Ratio), (iii) each Company Warrant issued and outstanding immediately prior to

the Effective Time shall become exercisable for New PubCo Common Shares in an amount equal to the Company Shares underlying such Company Warrant multiplied by the Common Conversion Ratio (and at an adjusted exercise price equal to the

exercise price for such Company Warrant prior to the Effective Time divided by the Common Conversion Ratio), (iv) each holder of Company Convertible Notes, if any, issued and outstanding immediately prior to the Effective Time will first

receive Company Shares and then New PubCo Common Shares in accordance with the terms of such Company Convertible Notes and (v) each common share of Amalco Sub issued and outstanding immediately prior to the Effective Time will be

automatically exchanged for one common share of Amalco (the FIAC Continuance and the Amalgamation, together with the other

transactions related thereto, the “Proposed Transactions”).

Simultaneously with the execution of the Business Combination Agreement, FIAC and Focus Impact Sponsor, LLC, a Delaware limited liability company (“FIAC Sponsor”) entered into a Sponsor Side Letter, pursuant to which, among other

things, FIAC Sponsor agreed to forfeit (i) 10 % of its SPAC Class B Shares effective as of the consummation of the Continuance

at the closing of the Proposed Transactions and (ii) with FIAC Sponsor’s consent, up to 30 % of its SPAC Class B Shares and/or

warrants in connection with financing or non-redemption arrangements, if any, entered into prior to consummation of the Business Combination Pursuant to the Sponsor Side Letter, FIAC Sponsor also agreed to (1) certain transfer

restrictions with respect to SPAC securities, lock-up restrictions (terminating upon the earlier of:

(A) 360 days after the

Closing Date, (B) a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New PubCo’s stockholders having the right to exchange their equity for cash, securities or other property

or (C) subsequent to the Closing Date, the closing price of the New Pubco Common Shares equaling or exceeding $ 12.00 per share

(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days

within a 30 -trading day period commencing at least 150 days after the Closing) and (2) to vote any FIAC shares held by it in favor of the Business Combination Agreement, the Arrangement Resolution and the Proposed

Transactions, and provided customary representations and warranties and covenants related to the foregoing.

In addition, contemporaneously with the execution of the Business Combination Agreement, DevvStream, FIAC and each of Devvio, Inc., the majority and controlling shareholder of DevvStream, and DevvStream’s directors and officers (the

“Core Company Securityholders”) entered into Company Support & Lock-Up Agreements (the “Company Support Agreements”), pursuant to which, among other things, (i) each of the Core Company Securityholders agreed to vote any Company

Shares held by him, her or it in favor of the Business Combination Agreement, the Arrangement Resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing, and (ii)

each of the Core Company Securityholders has agreed to certain transfer restrictions with respect to DevvStream securities prior to the Effective Time and lock-up restrictions with respect to the New PubCo Common Shares to be received by

such Core Company Securityholder under the Business Combination Agreement, which lock-up restrictions are consistent with those agreed to by FIAC Sponsor in the Sponsor Side Letter.

Consideration

The aggregate consideration to be paid to DevvStream shareholders and securityholders is that number of New PubCo Common

Shares (or, with respect to Company Options, Company RSUs and Company Warrants, a number of Converted Options, Converted Options and Converted Warrants consistent with the aforementioned conversion mechanics) equal to (a) (i) $ 145 million plus (ii) the aggregate exercise price of all in-the-money options and warrants immediately prior to the Effective Time (or exercised in

cash prior to the Effective Time) divided by (b) $ 10.20 (the “Share Consideration”).

The Share Consideration is allocated among

DevvStream shareholders and securityholders as set forth in the Business Combination Agreement.

The Closing will be on a date no later than two Business Days following the satisfaction or waiver of all of the closing conditions.

It is expected that the Closing will occur on or before June 12, 2024.

The Business Combination

Agreement contains customary representations, warranties and covenants of (a) DevvStream and (b) FIAC and Amalco Sub relating to, among other things, their ability and authority to enter into the Business Combination Agreement and their

capitalization and operations.

Combination Agreement provides for the following with respect to expenses related to the Proposed Transactions

If the Proposed Transactions are consummated, New PubCo will bear Expenses of the parties, including the SPAC Specified Expenses and any Excise Tax Liability (as defined below).

If (a) FIAC or DevvStream terminate the Business Combination Agreement as a result of a mutual written consent, the Required SPAC Shareholder Approval not being obtained, or the Effective Time not occurring by the Outside Date or (b)

DevvStream terminates the Business Combination Agreement due to a breach of any representation or warranty by FIAC or Amalco Sub, then all Expenses incurred in connection with the Business Combination Agreement and the Proposed

Transactions will be paid by the party incurring such Expenses, and no party will have any liability to any other party for any other expenses or fees.

If (a) FIAC or DevvStream terminate the Business Combination Agreement due to the Required Company Shareholder Approval not being obtained or (b) DevvStream terminates the Business Combination Agreement due to a Change in

Recommendation by DevvStream’s board of directors or DevvStream entering into a Superior Proposal or (c) FIAC terminates the Business Combination Agreement due to a breach of any representation or warranty by DevvStream or a Company

Material Adverse Effect, DevvStream will pay to FIAC all Expenses incurred by FIAC in connection with the Business Combination Agreement and the Proposed Transactions up to the date of such termination (including (i) SPAC Specified

Expenses incurred in connection with the transactions, including SPAC Extension Expenses and (ii) any Excise Tax Liability provided that, solely with respect to Excise Tax Liability, notice of such termination is provided after December

Sponsor Side Letter

In connection with signing the Business Combination Agreement, FIAC and FIAC Sponsor entered into a letter agreement, dated

September 12, 2023 (the “Sponsor Side Letter”), pursuant to which FIAC Sponsor agreed to forfeit (i) 10 % of its SPAC Class B Shares

effective as of the consummation of the Continuance at the closing of the Proposed Transactions and (ii) with FIAC Sponsor’s consent, up to 30 %

of its SPAC Class B Shares and/or warrants in connection with financing or non-redemption arrangements, if any, entered into prior to consummation of the Business Combination if any, negotiated by the Effective Date.

Pursuant to the Sponsor Side

Letter, FIAC Sponsor also agreed to (1) certain transfer restrictions with respect to SPAC securities, lock-up restrictions (terminating upon the earlier of:

(A) 360 days after the Closing Date, (B) a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New PubCo’s stockholders having the

right to exchange their equity for cash, securities or other property or (C) subsequent to the Closing Date, the closing price of the New Pubco Common Shares equaling or exceeding $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing at least 150 days after the Closing) and (2) to vote any SPAC Shares held by it in favor of the Business Combination Agreement, the Arrangement Resolution and

the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing.

Company Support & Lock-up Agreement

In connection with signing the Business Combination Agreement, Devvstream, FIAC and the Core Company Securityholders entered

into the Company Support Agreements, dated September 12, 2023, pursuant to which (i) each of the Core Company Securityholders agreed to vote any Company Shares held by him, her or it in favor of the Business Combination Agreement, the Arrangement

Resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing, and (ii) each of the Core Company Securityholders has agreed to certain transfer restrictions with respect to

DevvStream securities prior to the Effective Time and lock-up restrictions with respect to the New PubCo Common Shares to be received by such Core Company Securityholder under the Business Combination Agreement, which lock-up restrictions are

consistent with those agreed to by FIAC Sponsor in the Sponsor Side Letter.

Risks and Uncertainties

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

The IR Act provides for, among other things,

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

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

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

domestic corporations and certain U.S.

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

The excise tax is

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

The excise tax is imposed on the

repurchasing corporation itself, not its shareholders from which shares are repurchased.

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

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

In addition, certain

exceptions apply to the excise tax.

However, for purposes of

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

In addition, certain exceptions apply

to the excise tax.

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

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.

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

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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 May 1, 2024 (as extended) to consummate a Business

The Company has until May 1, 2024 (as extended with required funding in

the Trust Account) 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.

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).

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, 2024 (as extended with required funding in the Trust Account).

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 June 30, 2023 and

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

As of September 30, 2023

and December 31, 2022, the Company had cash of $ 213,335 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 June 30,

As of September

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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$ 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

No warrants were exercised during the three and nine months ended September 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 (loss) 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) income per common stock as the

redemption value approximates fair value.

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Basic diluted net (loss) income per share

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Basic and diluted net (loss) income per share

For the Six Months Ended June 30,

Basic diluted net income per share

Allocation of net income

For the Nine Months Ended September 30,

Basic diluted net (loss) income per share

Allocation of net (loss) income

Weighted average shares outstanding

Basic and diluted net income per share

Basic and diluted net (loss) income per share

Derivative Financial Instruments

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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

value of privately-held 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 settled.

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

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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.

As of September 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 ( 9.58 )%

and 10.04 % for the three months ended September 30, 2023 and 2022, respectively, and 428.34 % and 2.31 % for the nine months ended September

30, 2023 and 2022, respectively.

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

months ended September 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets, Business Combination expenses subsequent to signing a letter of intent, recovery of offering costs allocated to warrants, 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

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

results through June 30, 2023.

results through September 30, 2023.

ASC 740 also clarifies the accounting for uncertainty in income taxes

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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.

There were no unrecognized tax benefits and no amounts accrued for

interest and penalties as of September 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.

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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.

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

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

All of the 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 provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of

permanent equity.

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

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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 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

As of September 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 table:

September 30, 2023

December 31, 2022

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( 179,860,588

Extension funding of Trust Account

Remeasurement adjustment of carrying value to redemption value

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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 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

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

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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.

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 .

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

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 September 30, 2023 and December 31, 2022, $ 1,025,000 and $ 0 was outstanding and

reported on the condensed balance sheets as Promissory note - related party .

Administrative Fees

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

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,

three and nine months ended September 30, 2023, the Company incurred $ 30,000 and $ 90,000 in administrative support fees, respectively.

For the three and nine months ended September 30, 2022, the Company incurred $ 26,146 and $ 78,283 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.

At September 30, 2023 and December 31, 2022, $ 210,000 and $ 120,000 is reported on the condensed balance sheets under due to related party for this fee, respectively.

Note 6 - Commitments and Contingencies

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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 were entitled to a deferred underwriting commission of approximately $ 0.376 per unit sold in the IPO, or $ 8,650,000 in the aggregate (including the commission related to the

underwriters’ exercise of the over-allotment option ) upon the completion

of the Company’s initial Business Combination.

In the third quarter 2023, the underwriters waived any right to receive the deferred underwriting commission and will therefore receive no additional underwriting commissions in connection with the

As a result, the Company recognized $ 309,534 of income and $ 8,340,466 was recorded to accumulated deficit in relation to the reduction of the deferred underwriter fee.

As of September 30, 2023 and December 31, 2022, the deferred underwriting fee is

$ 0 and $ 8,650,000 ,

respectively.

The Company complies with ASC 405 “Liabilities” and derecognized the deferred underwriting commission liability upon being released of the obligation by the underwriters.

To account for the waiver of the deferred underwriting commission,

the Company reduced the deferred underwriter commission liability to $ 0 and reversed the previously recorded cost of issuing the

instruments in the IPO, which included recognizing a contra-expense of $ 309,534 , which is the amount previously allocated to liability

classified warrants and expensed upon the IPO, and reduced the accumulated deficit and increased income available to Class B common stock by $ 8,650,000 ,

which was previously allocated to the Class A common stock subject to redemption and accretion recognized at the IPO date.

Marketing Fee Agreement

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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.

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 September 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

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The following table

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

presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company

utilized to determine such fair value.

June 30, 2023

September 30, 2023

Investments held in Trust Account

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The key inputs into the binomial lattice model were as

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

June 30, 2023

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

September 30, 2023

December 31, 2022

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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 June 30, 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 September 30, 2023 and December 31, 2022:

Fair Value at December 31, 2022 – private warrants

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Fair Value at June 30, 2023 – private warrants

Change in fair value

Fair Value at September 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 June 30, 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 September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

Class A Common Stock

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

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.

As of September 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

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

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.

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

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

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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.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

On October 16, 2023, the “Company”, received a written notice (the “Notice”) from the Listing Qualifications

Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was no longer in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Public Holders Rule”).

The Notice states that the Company has 45 calendar days from the date of the Notice to submit a plan to regain compliance with the Minimum Public Holders Rule.

The Company intends to submit a compliance plan within the

specified period and take all reasonable measures available to regain compliance under the Minimum Public Holders Rule.

If Nasdaq accepts the compliance plan, the Company will be granted an extension of time to regain compliance with the

Minimum Public Holders Rule.

If Nasdaq does not accept the compliance plan, the Company will have the opportunity to appeal the decision to the Nasdaq Hearings Panel.

The Notice has no immediate effect on the listing of the Company’s units, Class A common stock or warrants on

the Nasdaq Global Market while the Company prepares and submits a compliance plan.

There can be no assurance that the compliance plan will be accepted by Nasdaq or that the Company will be able

to regain compliance with the minimum requirements of the Minimum Public Holders Rule or will otherwise be in compliance with other Nasdaq listing criteria.

Trust Funding

On October 31, 2023, the Company deposited an additional $ 162,500 in the Trust Account, for an aggregate of $ 1,137,500 , to extend the

Termination Date to December 1, 2023.

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