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Item 1. Financial Statements

2024-05-21 compared with 2023-11-14 · 693 added, 482 removed, 326 unchanged (78% of the section changed)

FOCUS IMPACT ACQUISITION CORP.

September 30,

CONSOLIDATED BALANCE

Current assets:

Restricted cash

Income tax receivable

Prepaid expenses

Total current asset

Investment held in Trust Account

Cash held in Trust Account

Liabilities and Stockholders’ Deficit

5 unchanged sentences

Excise tax payable

Redemption payable

Promissory note - related party

2 unchanged sentences

Marketing agreement

Deferred underwriting commissions

Total liabilities

1 unchanged sentence

Class A common stock subject to possible redemption, 1,717,578

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 ,

shares at redemption value of $ 11.14 and 10.98 per share as

of March 31 , 2024

and December 31, 2023 , respectively

Stockholders’ Deficit:

4 unchanged sentences

500,000,000 shares authorized;

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

issued and outstanding, (excluding 1,717,578 shares subject to possible redemption), as of March 31 , 2024 and December 31, 2023 , respectively

Class B common stock, $ 0.0001 par value;

50,000,000 shares authorized;

shares issued and outstanding

shares issued and outstanding as of March 31 , 2024 and

December 31, 2023 , respectively

Additional paid-in capital

2 unchanged sentences

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit

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

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

FOCUS IMPACT ACQUISITION CORP.

STATEMENTS OF

CONDENSED CONSOLIDATED STATEMENTS OF

For the Three Months Ended

September 30,

For the Nine Months

September 30,

Operating costs

Marketing service fee

Loss from operations

Other Income (Expense)

Other (Expense) Income

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, net

Total other (expense) income, net

(Loss) income before provision for income taxes

3 unchanged sentences

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 (loss) income per share, Class B common stock

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

Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock

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

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

financial statements.

FOCUS IMPACT ACQUISITION CORP.

CONDENSED STATEMENTS OF

STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE

MONTHS ENDED SEPTEMBER 30, 2023

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Class A Common Stock

Class B Common Stock

Paid-in Capital

Stockholders’

Balance as of January 1, 2024

Remeasurement for Class A common stock to redemption amount

Remeasurement of Class A common stock subject to possible redemption to redemption amount

Balance as of March 31, 2024

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

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

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Class B Common Stock

Paid-in Capital

Stockholders’

Balance as of January 1, 2023

Remeasurement of Class A common stock subject to possible redemption to redemption amount

Balance as of March 31 , 2023

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.

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

financial statements.

FOCUS IMPACT ACQUISITION CORP.

CONDENSED STATEMENTS OF

For the Nine Months Ended

September 30,

CONDENSED CONSOLIDATED STATEMENTS OF

For the Three Months Ended

Cash flows from operating activities:

2 unchanged sentences

Change in fair value of warrant liability

Recovery of offering costs allocated to warrants

Income from investments held in Trust Account

3 unchanged sentences

Franchise tax payable

Marketing service fee

Due to related party

2 unchanged sentences

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

Investments in trust account

Funds withdrawn for redemptions

Withdrawal of investments held in Trust for taxes

Return of excess withdrawals for taxes

Net cash provided by investing activities

1 unchanged sentence

Redemption of common stock

( 179,860,588

Proceeds from issuance of promissory note to related party

Net cash used in financing activities

( 178,835,588

Net change in cash

2 unchanged sentences

Supplemental disclosure of cash flow information:

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

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.

Accretion for Class A common stock to redemption amount

Payment of federal income taxes

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

financial statements.

FOCUS IMPACT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 1 - Organization and Business Operations

1 unchanged sentence

Focus Impact Acquisition Corp.

(the “Company”) is a blank check company incorporated in Delaware on February 23, 2021.

The Company was formed for the purpose of

effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one

or more businesses (the “Business Combination”).

(the “Company" or "FIAC”) is a blank check company incorporated in Delaware on February 23, 2021.

The Company was formed for the purpose

of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one

or more businesses (the “Initial Business Combination”).

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

As of September 30, 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.

As of March 31, 2024, the Company had not commenced any operations.

All activity for the period from February 23, 2021 (inception) through March 31, 2024 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 and consummation of an Initial Business Combination.

The Company will not generate any operating

revenues until after the completion of its Initial Business Combination, at the earliest.

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

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

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

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

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

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

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

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

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

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

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

The Units were sold at an offering price of $ 10.00

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

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

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

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

their redemption value of $ 10.20 per share.

Nasdaq rules provide that the Business Combination must be with one

Nasdaq rules provide that the Initial Business Combination must be with one

or more target businesses that together have a fair market value equal to at least 80 % of the value of the assets held in the Trust

Account (as defined below) (excluding the deferred underwriting commissions and taxes payable) at the time of the Company signing a definitive agreement in connection with the Business Combination.

The Company will only complete a Business

Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or

otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the

Company will be able to successfully effect a Business Combination.

Account (as defined below) (excluding the deferred underwriting commissions and taxes payable) at the time of the Company signing a definitive agreement in connection with the Initial Business Combination.

The Company will only complete an Initial

Business Combination if the post-Initial Business Combination company owns or acquires 50 % or more of the outstanding voting securities

of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

assurance that the Company will be able to successfully effect an Initial Business Combination.

Upon the closing of the IPO, $ 10.20 per Unit sold in the

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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 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 December 1, 2023, (as extended) subject to applicable law.

to redeem 100 % of the Company’s public shares if the Company does not complete the Initial Business Combination by June 1, 2024, which

can be extended to November 1, 2024 (with required funding in the Trust Account) 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 June 1, 2024, which can be extended to November 1, 2024 (with required funding in the Trust Account) 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

initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a proposed

Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require

the Company to seek stockholder approval under the law or stock exchange listing requirement.

The public stockholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in

the Trust Account as of two business days prior to the consummation of the initial Business Combination including interest earned on the

funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations.

The amount in the Trust Account is initially

anticipated to be approximately $ 10.20 per public share.

All of the Public Shares 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 an initial Business Combination and in connection with certain amendments to the amended and restated

certificate of incorporation.

In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to

redemption to be classified outside of permanent equity.

Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as temporary equity will

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

Initial Business Combination either (i) in connection with a stockholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a

proposed Initial Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the

transaction would require the Company to seek stockholder approval under the law or stock exchange listing requirement.

The public stockholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination

including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations.

The amount in

the Trust Account is initially anticipated to be approximately $ 10.20 per public share.

All of the Public Shares 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 an Initial Business Combination and in connection with certain amendments

to the amended and restated certificate of incorporation.

In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require

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

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

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

The Class A common stock is subject to ASC 480-10-S99.

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

in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the

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

If it is probable that the equity instrument will become redeemable, the Company has the option to

either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii)

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

The Company has elected to recognize the changes immediately.

The accretion or

remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.

such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such

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 accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

The Public Shares are redeemable and will be classified as such on the

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

In such case, the Company will proceed with an Initial Business Combination, and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted

are voted in favor of the Initial Business Combination.

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

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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 December 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 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 Combination.

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 June 1, 2024, which can be extended to November

1, 2024 (with required funding in the Trust Account) 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 June 1, 2024, which can be extended to November 1, 2024 (with required funding in the Trust Account) (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 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

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

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

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

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

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

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

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

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

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

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

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

Moreover, in the event that an executed waiver

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

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

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

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

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

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

None of the Company’s officers will indemnify the Company

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

Extension of Combination Period

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

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

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

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

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

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

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

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

The shareholders of the Company approved the Extension

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

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 .

incorporation to (i) extend the date (the “Termination Date”) by which the Company has to consummate an Initial 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 an Initial 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 Proposal 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 properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.40 per share, for an aggregate redemption amount of $ 179,860,588 .

As disclosed in the proxy statement

relating to the 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.

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

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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.

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 deposits into the Trust Account.

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 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.

Because the Extension Amendment Proposal was approved, the Sponsor deposited $ 487,500 into the Trust Account, and the Termination Date was extended to August 1, 2023.

From August 2023 through December 2023, the Sponsor deposited

an aggregate of $ 812,500 into the Trust Account extending the Termination Date to January 1, 2024.

On December 29, 2023, the Company held a special meeting of stockholders (the “Second Extension Meeting”) to amend the Company’s amended and restated certificate of

incorporation to extend the Termination Date from January 1, 2024 to April 1, 2024 (the “Second Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate an Initial

Business Combination on a monthly basis for up to seven times by an additional one month each time after the Second 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 November 1, 2024, or a total of up to ten months after January 1, 2024, unless the closing of the Company’s Initial Business Combination shall have occurred prior to such date (such

amendment, the “Second Extension Amendment” and such proposal, the “Second Extension Amendment Proposal”).

The stockholders of the Company approved the Second Extension Amendment Proposal at the Second Extension Meeting and on December 29, 2023,

the Company filed the Second Extension Amendment with the Secretary of State of Delaware.

In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 3,985,213 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.95 per share, for an aggregate redemption amount of approximately $ 43,640,022 .

As disclosed in the proxy statement relating to the Second Extension Meeting, the Sponsor agreed that if the Second Extension Amendment Proposal is approved, the Lender

would deposit into the Trust Account the lesser of (a) $ 120,000 and (b) $ 0.06 per public share that is not redeemed in connection with the Second Extension Meeting.

In addition, in the event the Company does not consummate an Initial Business Combination by

April 1, 2024, the Lender may contribute to the Company the lesser of (a) $ 40,000 or (b) $ 0.02 per each public share that is not redeemed in connection with the Second Extension Meeting as a loan to be deposited into the Trust Account for each of seven one-month extensions following

April 1, 2024.

Because the Second Extension Amendment Proposal was approved, the Sponsor deposited $ 103,055 into the Trust Account, and

the Termination Date was extended to April 1, 2024.

In each of March 2024 and April 2024, the Sponsor deposited $ 34,352 into the

Trust Account extending the Termination Date to June 1, 2024, which can be extended to November 1, 2024 (with required funding of the Trust Account).

At December 31, 2023, the Company had $ 75,773 of restricted cash related to funds withdrawn from the Trust Account reserved to the payment of taxes.

On March 27, 2024, the Company

transferred $ 75,773 to the Trust Account related to excess funds withdrawn and the timing of the payment of taxes and no longer has

restricted cash.

Promissory Notes

In connection 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 deposits into the Trust Account.

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 an Initial 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 Company’s initial public offering.

As of March 31, 2024, an aggregate of $ 1,500,000 has been drawn under the Promissory Note.

In connection with the extension of the Termination Date, on December 1, 2023, the Company issued an unsecured promissory note in the total principal

amount of up to $ 1,500,000 (the “Second Promissory Note”) to the Sponsor and the Sponsor funded deposits into the Trust Account.

Second 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 an Initial Business Combination, the Second Promissory Note will be repaid only

from amounts remaining outside of the trust account, if any.

As of March 31, 2024, an aggregate of $ 650,000 has been drawn under the

Second Promissory Note.

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”).

Based on the Company’s plan of compliance submitted to Nasdaq on November 17, 2023, Nasdaq granted the Company an extension until April 15, 2024 to regain

compliance with the Minimum Public Holders Rule.

On April 12, 2024, the Company regained compliance with the Minimum Public Holders Rule.

Conversion of Class B common stock to Class A common stock

On December 21, 2023, the Sponsor, converted 5,000,000

shares of the company’s Class B common stock, par value $ 0.0001 per share (the “Class B common stock”) to shares of Class A common stock.

Notwithstanding the conversions, the Sponsor will not be entitled to receive any monies held in the Trust Account as a result of its ownership of shares of Class A common stock issued upon conversion of the Class B common stock.

The converted

shares of Class A common stock hold no interest in the Trust Account and are non-redeemable.

Following such conversion and taking into

account the redemptions described above, we have an aggregate of 6,717,578 shares of Class A common stock issued and outstanding and

an aggregate of 750,000 shares of Class B common stock issued and outstanding.

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.

On September 12, 2023, FIAC entered into a Business Combination Agreement (as amended on May 1, 2024 and 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

1 unchanged sentence

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.

prior to the effective time of the Amalgamation (as defined below) (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.

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 multiple voting share of DevvStream, without par value (the “Multiple Voting

Company Shares”) and each subordinate voting share of DevvStream, without par value (the “Subordinated Voting Company Shares” and together with the Multiple Voting Company Shares, the “Company Shares”) issued and outstanding immediately

prior to the Effective Time will be automatically exchanged for that certain number of common shares of New PubCo (“New PubCo Common Shares”) equal to the applicable Per Common Share Amalgamation Consideration (as defined below), (ii)

each option to purchase Company Shares (each a “Company Option”) and each restricted stock unit representing the right to receive payment in Company Shares (a “Company RSU”) issued and outstanding immediately prior to the Effective Time

will be cancelled and converted into an option to purchase a number of New PubCo Common Shares (“Converted Options”) and New PubCo restricted stock units, representing the right to receive a number of New PubCo Common Shares (“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 (as defined below, 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 warrant exercisable for Company Shares (a “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 convertible notes to be issued by DevvStream (the “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”).

The “Per Common Share Amalgamation Consideration” means (i) with respect to each Multiple Voting Company Share, an amount of New PubCo Common Shares equal to (a) ten ( 10 ), multiplied by (b) the Common Conversion Ratio, and (ii) with respect to each Subordinated Voting Company Share, an amount of New PubCo

Common Shares equal to the Common Conversion Ratio.

The “Common Conversion Ratio” means, in respect of a common share of DevvStream, the number equal to the Common Amalgamation Consideration divided by the Fully Diluted Common Shares

The “Common Amalgamation Consideration” means (a)(i) $ 145 million plus (ii) the aggregate exercise price of all

in-the-money Company Options and Company Warrants outstanding immediately prior to the Effective Time (or exercised in cash prior to the Effective Time) divided by (b) $ 10.20 .

The “Fully Diluted Common Shares Outstanding” means, without duplication, at any measurement time (a)(i) ten ( 10 ), multiplied by (ii) the aggregate number of Multiple Voting Company Shares that are issued and outstanding, plus (b) the aggregate number of Subordinated Voting

Company Shares that are issued and outstanding, plus (c) the aggregate number of Subordinated Voting Company Shares to be issued pursuant to the exercise and conversion of the Company Options in accordance therewith, plus (d) the

aggregate number of Subordinated Voting Company Shares to be issued pursuant to the exercise and conversion of the Company Warrants in accordance therewith, plus (e) the aggregate number of Subordinated Voting Company Shares to be issued

pursuant to the vesting of the Company RSUs in accordance therewith.

Simultaneously with the execution of the Business Combination Agreement, FIAC and the sponsor entered into a Sponsor Side Letter (as defined below), pursuant to which, among other things, the sponsor agreed

to forfeit (i) 10 % of its founder shares effective as of the consummation of the FIAC Continuance at the closing of the

Proposed Transactions and (ii) with the sponsor’s consent, up to 30 % of its founder shares and/or Private Placement 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, the sponsor also agreed to (1) certain transfer restrictions with

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

(A) 360 days after the closing date of the

Business Combination (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 of the Business Combination (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.

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 the 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

Shares (or, with respect to Company Options, Company RSUs and Company Warrants, a number of Converted Options, Converted RSUs 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”).

3 unchanged sentences

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

Representations, Warranties and Covenants

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.

Conditions to Closing

General Conditions

The obligation of the

parties to consummate the Proposed Transactions is conditioned on, among other things, the satisfaction or waiver (where permissible) by FIAC and DevvStream of the following conditions:

(a) the stockholders of FIAC have approved and adopted the

SPAC Shareholder Approval Matters (as defined in the Business Combination Agreement);

(b) the shareholders of DevvStream have approved and adopted the Company Shareholder Approval Matters (as defined in the Business Combination Agreement);

absence of a law that makes the Proposed Transactions illegal or otherwise prohibits or enjoins the parties from consummating the same;

(d) the registration statement has been declared effective by the SEC;

(e) the New PubCo Common Shares have

been approved for listing on Nasdaq;

(f) shareholders of DevvStream have approved and adopted the arrangement resolution in accordance with the Interim Order;

(g) the Interim Order and the Final Order (as such terms are defined in the Business

Combination Agreement) have been obtained on terms consistent with the Business Combination Agreement and (h) the FIAC Continuance has been consummated.

FIAC and Amalco Sub Conditions to Closing

The obligations of FIAC, and Amalco Sub to consummate the Proposed Transactions are subject to the satisfaction or waiver by FIAC (where

permissible) of the following additional conditions:

The (i) Company Specified

Representations (as defined in the Business Combination Agreement) are true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in

all material respects as of the date of the Business Combination Agreement and on and as of the Closing Date immediately prior to the Effective Time as if made on the Closing Date immediately prior to the Effective Time (except to

the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct in all material respects on and as of such earlier date), (ii) representations and warranties set

forth in Article V (other than Section 5.5), are true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) as of the date of the

Business Combination Agreement and on and as of the Closing Date immediately prior to the Effective Time as if made on the Closing Date immediately prior to the Effective Time (except to the extent such representations and

warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except, in each case, the failure of such representations and warranties to be so true and correct, has

not had a Company Material Adverse Effect (as defined in the Business Combination Agreement) and (iii) the representations and warranties of DevvStream contained in Section 5.5 shall be true and correct, except for any de minimis

failures to be so true and correct, as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date (except to the extent such representations and warranties expressly relate

to an earlier date, and in such case, shall be true and correct, except for any de minimis failures to be so true and correct, on and as of such earlier date) (collectively, the “DevvStream Representation Condition”).

DevvStream shall have

performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Closing Date (the “DevvStream Covenant

There has been no event

that is continuing that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “DevvStream MAE Condition”).

Each of the Key Employees

(as defined in the Business Combination Agreement) shall be actively employed or engaged with DevvStream as of the Closing Date.

DevvStream shall have

delivered to FIAC a certificate, dated the Closing Date, signed by an executive officer of DevvStream, certifying as to the satisfaction of the DevvStream Representation Condition, the DevvStream Covenant Condition and the

DevvStream MAE Condition (as it relates to DevvStream).

DevvStream shall have

delivered a certificate, signed by the secretary of DevvStream, certifying that true, complete and correct copies of its organizational documents, as in effect on the Closing Date, and the resolutions of DevvStream’s board of

directors authorizing and approving the Proposed Transactions are attached to such certificate.

DevvStream shall have

delivered counterparts of the Registration Rights Agreement (as defined below) executed by each holder of shares, options or warrants of Devvstream.

The Core Company

Securityholders shall be party to a Company Support Agreement.

DevvStream shall have

delivered executed counterparts of all Key Employment Agreements (as defined in the Business Combination Agreement).

DevvStream shall have

delivered a properly executed certification, dated as of the Closing Date, that meets the requirements of U.S.

Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), certifying that DevvStream is not and has not been a

“United States real property holding corporation” (as defined in Section 897(c)(2) of the Code).

Devvstream Conditions to Closing

The obligations of DevvStream to consummate the Proposed Transactions are subject to the satisfaction or

waiver (where permissible) of the following additional conditions:

(i) SPAC Specified Representations (as defined in the Business Combination Agreement) are true and correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set

forth therein) in all material respects as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date (except to the extent such representations and warranties expressly

relate to an earlier date, and in such case, shall be true and correct in all material respects on and as of such earlier date), (ii) representations and warranties set forth in Articles III and IV (other than the SPAC Specified

Representations and those contained in Section 3.5 and Section 4.5 of the Business Combination Agreement), without giving effect to materiality, Material Adverse Effect or similar qualifications, are true and correct in all

respects at and as of the Closing Date as though such representations and warranties were made at and as of the Closing Date (other than in the case of any representation or warranty that by its terms addresses matters only as of

another specified date, which will be so true and correct only as of such specified date), except to the extent the failure of such representations and warranties to be true and correct would not reasonably be expected to have,

individually or in the aggregate, a SPAC Material Adverse Effect (as defined in the Business Combination Agreement) and (iii) the representations and warranties of FIAC and Amalco Sub, respectively, contained in Section 3.5 and

Section 4.5 shall be true and correct, except for any de minimis failures to be so true and correct, as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date (except to

the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct, except for any de minimis failures to be so true and correct, on and as of such earlier date) (the

“FIAC Representation Condition”).

of FIAC and Amalco Sub, respectively, shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to

the Closing Date (the “FIAC Covenant Condition”).

shall have delivered to DevvStream a certificate, dated the Closing Date, signed by an authorized officer of FIAC, certifying as to the satisfaction of the FIAC Representation Condition and the FIAC Covenant Condition.

shall have delivered to DevvStream, dated the Closing Date, signed by the Secretary of FIAC certifying certifying that true, complete and correct copies of its organizational documents (after giving effect to the FIAC

Continuance), as in effect on the Closing Date, and as to the resolutions of FIAC’s board of directors unanimously authorizing and approving the Proposed Transactions and respective stockholders or members, as applicable,

authorizing and approving the Proposed Transactions.

shall have received counterparts of the Registration Rights Agreement executed by New PubCo.

and New PubCo shall have delivered to DevvStream resignations of certain directors and executive officers of FIAC and Amalco Sub.

The Business Combination Agreement may be terminated at any time by DevvStream and FIAC with mutual written

consent and by DevvStream or FIAC, respectively, as follows:

FIAC or DevvStream, if (i) the Required Company Shareholder Approval (as defined in the Business Combination Agreement) is not obtained at Company Meeting (as defined in the Business Combination Agreement), (ii) if the required

approvals are not obtained at the SPAC Special Meeting (as defined in the Business Combination Agreement), (iii) a law or orders prohibits or enjoins the consummation of the arrangement and has become final and nonappealable, or

(iv) the Effective Time does not occur on or before June 12, 2024 subject to a one-time thirty ( 30 )-day extension upon

written agreement of the parties (provided, that, if the registration statement shall not have been declared effective by the SEC as of the Outside Date, the FIAC shall be entitled to one sixty ( 60 )-day extension upon notice to DevvStream) (the “Outside Date”) (provided, however, that the right to terminate the Business

Combination Agreement under the clause described in this clause will not be available to a party if the inability to satisfy such conditions was due to the failure of such party to perform any of its obligations under the Business

Combination Agreement).

FIAC or DevvStream if DevvStream’s board of directors or any committee thereof has withdrawn or modified, or publicly proposed or resolved to withdraw, the recommendation that DevvStream shareholders vote in favor of DevvStream

shareholder approval or DevvStream enters into a Superior Proposal (as defined in the Business Combination Agreement).

DevvStream upon written notice to FIAC, in the event of a breach of any representation, warranty, covenant or agreement on the part of FIAC or Amalco Sub, such that the FIAC Representation Condition or FIAC Covenant Condition

would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by FIAC within 30 business days after receipt of written notice thereof, or (ii) is incapable of being cured prior to the Outside Date;

provided, that DevvStream will not have the right to terminate if it is

then in material breach of the Business Combination Agreement.

FIAC upon written notice to DevvStream, in the event of a breach of any representation, warranty, covenant or agreement on the part of DevvStream, such that DevvStream Representation Condition or DevvStream Covenant Condition

would not be satisfied at the Closing, and which, (i) with respect to any such breach that is capable of being cured, is not cured by DevvStream within 30 business days after receipt of written notice thereof, or (ii) is incapable of being cured prior to the Outside Date;

provided, that FIAC will not have the

right to terminate the Business Combination Agreement if it is then in material uncured breach of the Business Combination Agreement.

By FIAC upon written notice to DevvStream if there has been a Company Material Adverse Effect which is not cured by DevvStream within 30 business days after receipt of written notice thereof.

The Business Combination Agreement provides for the following with respect to expenses related to the

Proposed Transactions

the Proposed Transactions are consummated, New PubCo will bear expenses of the parties, including the SPAC Specified Expenses (as defined in the Business Combination Agreement), all deferred expenses, including any legal fees of

the FIAC initial public offering due upon consummation of a Business Combination and any Excise Tax Liability (as defined below).

The Excise Tax Liability was incurred in connection with two meetings of the stockholders of FIAC to

extend the date upon which a business combination could occur, where upon holders of an aggregate of 21,282,422 public

shares of FIAC properly exercised their right to redeem their shares.

This resulted in an excise tax liability in the amount of $ 2,235,006

as of December 31, 2023 (the “Excise Tax Liability”).

(a) FIAC or DevvStream terminate the Business Combination Agreement as a result of a mutual written consent, the Required SPAC Shareholder Approval (as defined in the Business Combination Agreement) 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.

(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, or the approval, or authorization 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 (as defined in the Business Combination Agreement) and (ii) any Excise Tax Liability provided

that, solely with respect to Excise Tax Liability, notice of such termination is provided after December 1, 2023).

Amendment No.

1 to the Business Combination Agreement

On May 1, 2024, FIAC, Amalco Sub and DevvStream entered into Amendment No.

1 to the initial Business

Combination Agreement (the “First Amendment”), which amends the initial Business Combination Agreement.

The First Amendment provides, among other things, that:

to the FIAC Continuance, (a) each issued and outstanding unit of FIAC, consisting of (I) one share of Class A common

stock, and (II) one-half of one redeemable warrant exercisable for one share of Class A Common Stock, that has not

been previously separated into its component securities prior to the FIAC Continuance shall automatically convert into securities of New PubCo identical to (i) a number of New PubCo Common Shares equal to the Reverse Split Factor

(as defined below) and (ii) a number of warrants to purchase one New PubCo Common Share equal to one-half (1/2) of the

Reverse Split Factor at an exercise price equal to the Adjusted Exercise Price (as defined below), (b) each issued and outstanding share of Class A common stock that has not been redeemed shall remain outstanding and automatically

convert into a number of New PubCo Common Shares equal to the Reverse Split Factor, (c) each issued and outstanding share of Class B common stock, shall automatically convert into a number of New PubCo Common Shares equal to the

Reverse Split Factor or be forfeited in accordance with the Sponsor Side Letter, as amended, and (d) each Public Warrant and Private Placement Warrant, will be assumed by New PubCo and automatically converted into the right to

exercise such warrant for a number of New PubCo Common Shares equal to the Reverse Split Factor at an exercise price equal to the Adjusted Exercise Price.

Any fractional shares or warrants to be issued pursuant to the FIAC

Continuance will be rounded down to the nearest whole share or warrant;

to the Amalgamation, New PubCo shall issue, and the holders of Company Shares collectively shall be entitled to receive a number of New PubCo Common Shares equal to (a) the Amended Common Amalgamation Consideration (as defined

below), plus (b) solely to the extent any Multiple Voting Company Shares and Subordinated Voting Company Shares are required to be issued to Approved Financing Sources (as defined below) pursuant to Approved Financings (as defined

below) in connection with the Closing, a number of New PubCo Common Shares equal to (i) each such Company Share multiplied by (ii) the Per Common Share Amalgamation Consideration (as defined below) in respect of such Company

The “Amended Common Amalgamation Consideration” means, with respect to the Company Shares, Company Options

and Company Warrants, a number of New PubCo Common Shares equal to the product of (A) the Reverse Split Factor, multiplied by (B) the Common Amalgamation Consideration.

For the avoidance of doubt, “Fully Diluted Common Shares Outstanding”

shall not include any Subordinated Voting Company Shares to be issued (including pursuant to the exercise and conversion of Company Warrants) to any Approved Financing Source pursuant to an Approved Financing.

The “Approved Financing

Source” means a person engaged by DevvStream after the date of the First Amendment to act as an investment bank, financial advisor, broker or similar advisor in connection with any financing which has been approved by FIAC in accordance

with the terms of the Business Combination Agreement (an “Approved Financing”).

The “Reverse Split Factor” means an amount equal to the lesser of (a) the quotient obtained by dividing the Final Company Share Price by $ 0.6316 and (b) one.

The “Final Company Share Price” means the closing price of the Subordinated Voting Company Shares on the Cboe Canada stock

exchange, as of the end of last trading day prior to the Closing (and if there is no such closing price on the last trading day prior to the Closing, the closing price of the Subordinated Voting Company Shares on the last trading day prior

to the Closing on which there is such a closing price), converted into United States dollars based on the Bank of Canada daily exchange rate on the last business day prior to the Closing.

The “Adjusted Exercise Price” means $ 11.50 multiplied by a fraction (x) the numerator of which is the number of shares of common stock purchasable upon the exercise of the Warrants

immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of common stock purchasable immediately thereafter.

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.

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

September 12, 2023, as amended (the “Sponsor Side Letter”), pursuant to which the Sponsor agreed to forfeit (i) 10 % of its founder

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 Private Placement 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.

the Sponsor Side Letter, the Sponsor also agreed to (1) certain transfer restrictions with respect to FIAC 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.

Amendment No.

1 to the Sponsor Side Letter

Concurrently with the execution of the First Amendment, FIAC and the Sponsor entered into Amendment No.

1 to the Sponsor

Side Letter (the “Sponsor Side Letter Amendment”), pursuant to which, among other things, the Sponsor agreed and acknowledged that (i) each share of Class B common stock (other than those subject to forfeiture pursuant to the Sponsor Side Letter)

shall convert only into a number of New PubCo Common Shares (and not any other FIAC shares prior to such automatic conversion) equal to the Reverse Split Factor and (ii) that each Private Placement Warrant shall only convert into the right to

exercise such warrants for New PubCo Common Shares equal to the Reverse Split Factor.

No fractional shares shall be issued and the total number of New PubCo Common Shares to be received by the Sponsor shall be rounded down to the nearest whole

share after aggregating all New PubCo Common Shares held by the Sponsor.

As a third-party beneficiary of the Sponsor Side Letter, DevvStream consented in all respects to the Sponsor Side Letter Amendment.

Company Support & Lock-up Agreement

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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.

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

Registration Rights Agreement

At the closing of the Business Combination, it is anticipated that the FIAC, the sponsor, and certain existing holders of

Devvstream securities (the “Legacy Devvstream Holders”) will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Legacy Devvstream Holders and the

sponsor will be granted customary registration rights with respect to shares of the post-Business Combination company.

For additional information about the Business Combination, please refer to our registration statement on Form S-4 initially

filed with the SEC on December 4, 2023, as amended from time to time.

Financial and Capital Market Advisors

The Company has engaged J.V.B.

Financial Group, LLC, acting

through its Cohen & Company Capital Markets division (“CCM”), to act as its (i) its financial advisor and capital markets advisor in connection with the Business Combination and (ii) its placement agent in connection with a private placement

of debt, equity, equity-linked or convertible securities (the “Securities”) or other capital or debt raising transaction in connection with the Business Combination (the “Offering”, and, together with the Business Combination, each a

“Transaction” and collectively the “Transactions”).

The Company will pay CCM the sum of (i) an advisory fee in an

amount equal to $ 2,500,000 simultaneously with the closing of the Business Combination (the “Advisory Fee”) plus (ii) a transaction fee

in connection with the Offering of an amount equal to 4.0 % of the sum of (A) the gross proceeds raised from investors and received by

Company or DevvStream simultaneously with or before the closing of the Offering and (B) the proceeds released from the Trust Account in connection with the Business Combination with respect to any stockholder of the Company that (x) entered into

a non-redemption or other similar agreement or (y) did not redeem the Company’s common stock, in each instance to the extent such stockholder was identified to the Company by CCM (collectively, the “Offering Fee” and together with the Advisory

Fee, the “Transaction Fee”);

provided, however, CCM shall receive no fee for any gross proceeds received from, or non-redemptions obtained from any investors holding capital stock of DevvStream (other than any investor who acquired their capital

stock of DevvStream in open market activities).

The Transaction Fee shall be payable to CCM simultaneously with the closing of the Transaction.

In addition, the Company may, in its sole discretion, pay to CCM a discretionary fee in an amount up

to $ 500,000 (the “Discretionary Fee”), simultaneously with the closing of the Business Combination, if the Company determines in its

discretion and reasonable judgment that the performance of CCM in connection with its leadership role in connection with the Transaction warrants such additional fee, taking into account, without limitation, (a) timing of the Transaction, (b)

quality and delivery of services and advice hereunder, and (c) overall valuation attributable to the Transaction.

No Advisory Fee,

Offering Fee or Discretionary Fee shall be due to CCM if the Company does not complete the Business Combination.

Risks and Uncertainties

The Company’s results of operations and ability to complete an initial Business Combination may be

adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control.

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 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.

The Company’s results of operations and ability to complete an Initial Business Combination may be adversely affected by

various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control.

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 and geopolitical instability, such as the military conflict in the Ukraine.

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

Consideration of Inflation Reduction Act Excise Tax

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, a new U.S.

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.

federal 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

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.

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.

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

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.

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

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

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

guidance issued by the Treasury.

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 an Initial 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 an Initial Business Combination or cash available for distribution in a subsequent liquidation.

Whether and to what extent the Company would be subject to

the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business

combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any

subsequent regulations, clarifications, and other guidance issued by the Treasury.

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

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

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

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

corporation is uncertain and has not

been addressed by the Treasury in regulations, and it is possible that the proceeds held in the Trust Account could be used to pay any excise tax owed by the Company in the event the Company is unable to complete a business combination in the

required time and redeem 100% of the remaining Class A common stock in accordance with the Company’s amended and restated certificate of incorporation, in which case the amount that would otherwise be received by the public stockholders in

connection with the Company’s liquidation would be reduced.

Liquidity and Capital Resources, Going Concern

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

accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of

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

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

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

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

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

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

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

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

The Company has until 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.

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).

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update

(“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the IPO may not enable it to sustain

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

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

consummation of the Business Combination or one year from this filing.

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

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

In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards

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

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

The Company has until June 1, 2024, which can be extended to November 1, 2024 (with required funding in

the Trust Account) to consummate an Initial Business Combination.

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

If an Initial 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 June 1, 2024, which can be extended to November 1, 2024

(with required funding in the Trust Account).

Note 2 - Significant Accounting Policies

Basis of Presentation

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

America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in financial statements prepared in

accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of

financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair

presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United

States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in financial statements

prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete

presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary

for a fair presentation of the financial position, operating results and cash flows for the periods presented.

Emerging Growth Company

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

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

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

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

Use of Estimates

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

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

Actual results

could differ from those estimates.

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

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

results could differ from those estimates.

Cash and Cash Equivalents

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

As of September 30, 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

Investments held in the Trust Account are held in a money market fund characterized as Level 1 investments within the fair value hierarchy

under ASC 820 (as defined below).

As of March 31, 2024 and

December 31, 2023, the Company had cash of $ 41,577 and $ 224,394 , respectively, and no cash equivalents.

At March 31, 2024 and December 31, 2023, the

Company also had $ 0 and $ 75,773

of restricted cash related to funds withdrawn from the Trust Account reserved to the payment of taxes.

Cash Held in Trust Account

As of March 31, 2024 and December 31, 2023, funds held in Trust Account consisted of interest bearing demand deposits and generally have a

readily determinable fair value.

Interest on the demand deposit account is included in income from Trust Account in the accompanying statements of operations.

Concentration of Credit Risk

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

As of September

As of March 31,

2024 and December 31, 2023, 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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The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”

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

approximates the carrying amounts represented in the condensed consolidated balance sheet, primarily due to its short-term nature.

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each

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 (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.

Earnings and losses are

shared pro rata between the two classes of stockholders.

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

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

No warrants were exercised during the three and nine months ended September 30, 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.

Net (Loss) Income Per Common Stock

The Company has two classes of common stock, which are referred to as redeemable Class A common stock and non-redeemable Class A common stock

and Class B common stock.

Earnings and losses are shared pro rata between the two classes of stockholders.

Private and public warrants to purchase 22,700,000

Class A common stock at $ 11.50 per share were issued on November 1, 2021.

No warrants were exercised during the period ended March 31, 2024 and December 31, 2023.

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.

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redemption value approximates fair value.

For the Three Months Ended September 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 Nine Months Ended September 30,

For the Three Months Ended March 31,

Redeemable Class A

Non-redeemable Class A and Class B

Redeemable Class A

Non-redeemable Class A and Class B

Basic diluted net (loss) 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 date.

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

consolidated statement of operations.

Derivative assets and liabilities are classified in the condensed consolidated 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 condensed consolidated 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.

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 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.

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 condensed consolidated statement of

The fair 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.

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.

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 financial statements and tax basis of assets and liabilities and for the expected future tax

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

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

As of September 30, 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

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 September 30, 2023.

As of March 31, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Our effective tax rate was ( 5.7 )% and 25.6 % for the three months ended March 31, 2024 and

2023, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three months ended March

31, 2024 and 2023, primarily due to changes in fair value in warrant liability, non-deductible transaction costs, state and city taxes and the valuation allowance on the deferred tax assets .

Additionally, the effective tax rate differs from the statutory tax rate of 21 % for the three months ended March 31, 2024 due to Initial Business Combination expenses and New York State and City taxes.

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, 2024.

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 expense.

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.

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 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 March 31, 2024 and December 31, 2023.

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, New York State and New York City 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 .

Common Stock Subject to Possible Redemption

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

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.

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

at the end of each reporting period.

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

stock to equal the redemption value at the end of each reporting period.

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

As of September 30, 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

of March 31, 2024 and December 31, 2023, the Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheet are reconciled in the following table:

March 31, 2024

December 31, 2023

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Class A common stock subject to possible redemption

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.

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.

At December 31, 2023, an excess of $ 75,773 was withdrawn from the

interest earned in the Trust Account related to the timing of payments of taxes.

During the first quarter of 2024, the Company has repaid the excess withdrawals from the Trust Account.

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.

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.

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure

requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements

and disclosures.

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

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

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

Note 3 - Initial Public Offering

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

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

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

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

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

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

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

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

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

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

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

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

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

warrants being exercised by such holder.

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.

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.

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.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00 .

27 unchanged sentences

If the Company does not

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.

complete an Initial 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

4 unchanged sentences

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

that would modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company does not complete the initial Business Combination within 18 months from the closing of 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

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 until June 1, 2024, which can be extended to November 1, 2024 (with required funding

in the Trust Account) 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 until June 1, 2024, which can be extended to November 1, 2024 (with required funding in the Trust Account) (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.

Note 5 - Related Party Transactions

2 unchanged sentences

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

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

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

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

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

Pursuant to the Sponsor

Side Letter, the Sponsor agreed to (1) certain transfer restrictions with respect to the Company's 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

least 150 days after the Closing) and (2) to vote any Company 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.

Related Party Loans

9 unchanged sentences

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 .

At March 31, 2024 and December 31, 2023, $ 1,500,000 was outstanding and reported on the condensed consolidated

balance sheets as a component of Promissory note - related party .

On December 1, 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.

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 an Initial Business Combination, the

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

As of March 31, 2024 and December 31, 2023, $ 650,000

and $ 375,000 , respectively, was outstanding and reported on the condensed consolidated balance sheets as a component of 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 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 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.

three months ended March 31, 2024 and 2023, the Company incurred $ 30,000 in administrative support fees.

No amounts have been paid for the

administrative fee.

At March 31, 2024 and December 31, 2023, $ 270,000 and $ 240,000 , respectively, is reported on the condensed consolidated balance sheets under due to related party for this fee.

Note 6 - Commitments and Contingencies

Registration and Stockholder Rights

The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A

common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a

registration rights and stockholder agreement to be signed prior to the consummation of the IPO, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock).

The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company

registers such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to

The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common

stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration

rights and stockholder agreement to be signed prior to the consummation of the IPO, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock).

The holders of

the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Initial Business Combination and rights to require the Company to register for resale

such securities pursuant to Rule 415 under the Securities Act.

Underwriter Agreement

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

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

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

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 underwriting fee.

As of March 31, 2024 and December 31, 2023, the deferred underwriting fee is $ 0 .

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

To account for the waiver of the deferred underwriting fee, the Company reduced the

deferred underwriting fee 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

1 unchanged sentence

Company in validating existing acquisition strategies and providing recommendations or potential amendments and refinements to said strategy.

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.

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

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

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

Company will pay the advisors between $ 2,000,000 and $ 6,000,000 (“Advisory Fee”) upon successful close of the Initial Business Combination.

The advisors did not provide lead information related to the proposed Business Combination.

As such, if the proposed Business Combination is consummated, the advisors are

not due the Advisory Fee.

connection with the extension meetings to amend the Company’s amended and restated certificate of incorporation, holders of 21,282,422

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 $ 223,500,610 .

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.

As such, the Company has recorded a 1 % excise tax liability in the amount of $ 2,235,006 on the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023.

The liability does not impact the condensed consolidated 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.

At March 31, 2024 and December 31, 2023, funds held in the Trust Account are held in an interest bearing demand

deposit account.

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.

As such, these financial instruments must be recorded on the

balance sheet at fair value.

condensed consolidated balance sheet at fair value.

This valuation is subject to re-measurement at each balance sheet date.

With each re-measurement, these financial instruments valuations will be adjusted to fair value, with the change in fair value recognized in the

Company’s statement of operations.

The Company’s warrant liability for the Private Placement Warrants is based on valuation models utilizing inputs from observable and unobservable markets with less

volume and transaction frequency than active markets.

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

With each re-measurement, these financial instruments valuations will be adjusted to fair value, with the change in fair

value recognized in the Company’s condensed consolidated statement of operations.

The Company’s warrant liability for the Private Placement Warrants is based on valuation models utilizing inputs from observable and unobservable markets.

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

The Company’s Public

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

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

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

2 unchanged sentences

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.

presented within change in fair value in the condensed consolidated 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 September 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 March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques the Company

utilized to determine such fair value.

September 30, 2023

Investments held in Trust Account

March 31, 2024

Cash held in Trust Account

Public Warrants

2 unchanged sentences

December 31, 2023

Investments held in Trust Account

Cash held in Trust Account

Public Warrants

Private Warrants

Working Capital Loan Conversion Option

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

The key inputs into the binomial lattice model were as

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

September 30, 2023

follows at March 31, 2024 and December 31, 2023:

March 31, 2024

December 31, 2023

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 September 30, 2023 and December 31, 2022:

Fair Value at December 31, 2022 – private warrants

Change in fair value

Fair Value at March 31, 2023 – private warrants

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, 2024 and 2023:

December 31, 2023

Change in fair value

Fair Value at June 30, 2023 – private warrants

December 31, 2022

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 September 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.

31, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Class A Common Stock

On December 21, 2023, the Sponsor converted 5,000,000 shares of Class B common stock into shares of Class A common

Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

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

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.

As of March 31, 2024 and December 31, 2023, there were 5,000,000 shares of Class A common stock issued or outstanding, excluding 1,717,578 shares subject to possible redemption, respectively.

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.

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

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).

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 March 31, 2024 and December 31, 2023, there were 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 an Initial

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 an Initial 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 an Initial 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 an Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial 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

Management has

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

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

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.

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

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

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