What changed in this filing

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Item 1. Financial Statements

2024-08-19 compared with 2024-05-21 · 243 added, 203 removed, 816 unchanged (35% of the section changed)

12 unchanged sentences

Franchise taxes payable

Income taxes payable

Excise tax payable

7 unchanged sentences

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

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

of March 31 , 2024

and December 31, 2023 , respectively

shares at redemption value of $ 11.23 and 10.98 per share as of June 30 , 2024 and

December 31, 2023 , respectively

Stockholders’ Deficit:

4 unchanged sentences

500,000,000 shares authorized;

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

issued and outstanding, (excluding 1,717,578 shares subject to possible redemption), as of June 30 ,

2024 and December 31, 2023 ,

Class B common stock, $ 0.0001 par value;

50,000,000 shares authorized;

shares issued and outstanding as of March 31 , 2024 and

December 31, 2023 , respectively

shares issued and outstanding as of June 30 , 2024 and December 31, 2023 , respectively

Additional paid-in capital

4 unchanged sentences

FOCUS IMPACT ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF

CONDENSED CONSOLIDATED

STATEMENTS OF

For the Three Months Ended

For the Six Months

Operating costs

Loss from operations

Other (Expense) Income

Change in fair value of warrant liabilities

1 unchanged sentence

Income from Trust Account

Total other (expense) income, net

Total other income, net

(Loss) income before provision for income taxes

5 unchanged sentences

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.

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

FOCUS IMPACT ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2024

CONDENSED CONSOLIDATED STATEMENTS OF

STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX

MONTHS ENDED JUNE 30, 2024

Class A Common Stock

5 unchanged sentences

Balance as of March 31, 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2023

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

Balance as of June 30, 2024

FOR THE THREE AND SIX

MONTHS ENDED JUNE 30, 2023

Class B Common Stock

2 unchanged sentences

Balance as of January 1, 2023

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

Accretion for Class A common stock to redemption amount

Balance as of March 31, 2023

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

financial statements.

Excise tax payable in connection with redemptions

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

Balance as of June 30, 2023

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

FOCUS IMPACT ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF

For the Three Months Ended

For the Six Months Ended

Cash flows from operating activities:

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Redemption of common stock

( 179,860,588

Proceeds from issuance of promissory note to related party

Net cash used in financing activities

( 179,373,088

Net change in cash

3 unchanged sentences

Accretion for Class A common stock to redemption amount

Payment of federal income taxes

Excise tax payable in connection with redemption

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

2 unchanged sentences

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

JUNE 30, 2024

Note 1 - Organization and Business Operations

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

As of March 31, 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.

As of June 30, 2024, the Company had not commenced any operations.

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

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

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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

5 unchanged sentences

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.

In each of March 2024 , April 2024, May 2024 , June

2024 and July 2024 , the Sponsor deposited $ 34,352 into the Trust Account extending the Termination Date to September 1, 2024, which can be extended to November 1, 2024 (with required funding of the Trust Account).

At June 30, 2024 and December 31, 2023, the

Company had $ 25,843 and $ 75,773 ,

respectively, 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 related to December 31, 2023.

As of the filing of

this Form 10-Q, the $ 25,843 of excess funds withdrawn from the Trust Account has not been returned to the Trust Account.

Promissory Notes

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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.

As of June 30, 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

3 unchanged sentences

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

As of June 30, 2024, an aggregate of $ 1,175,000 has been drawn under the

Second Promissory Note.

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

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

It is expected that the Closing will occur during the third quarter of 2024.

Representations, Warranties and Covenants

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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.

1 to the Business Combination

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

The First Amendment provides, among other things, that:

25 unchanged sentences

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

Amendment No.

2 to the Business Combination Agreement

On August 10, 2024, FIAC, Amalco Sub and DevvStream entered into Amendment No.

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

The Second Amendment extended the Outside Date from August 11, 2024 to October 31, 2024.

Sponsor Side Letter

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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.

Effectiveness

On July 30, 2024, the Securities and Exchange Commission (the “ SEC ” ) declared effective our registration statement on Form S-4, initially filed with the SEC on December 4, 2023.

For additional information about the Business Combination, please refer to our definitive proxy statement/prospectus filed

with the SEC on August 9, 2024, pursuant to Rule 424(b)(3) of the Securities Act and 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

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connection with the Company’s liquidation would be reduced.

During the second quarter, the IRS issued final regulations with respect to the timing and payment of the excise tax.

Pursuant to those regulations, the Company would need to file a return

and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024.

The Company is currently evaluating its options with respect to payment of this obligation.

If the Company is unable to pay its obligation in full, it will be subject to additional interest

and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.

Liquidity and Capital Resources, Going Concern

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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.

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 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.

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 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.

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.

1 unchanged sentence

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

As of March 31, 2024 and

As of June 30, 2024 and

December 31, 2023, the Company had cash of $ 7,075 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.

Additionally, at June

30, 2024 and December 31, 2023, the Company had $ 25,843 and $ 75,773 , respectively, 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

As of June 30, 2024 and December 31, 2023, funds held in Trust Account consisted of interest bearing demand deposits and generally have a

readily determinable fair value.

2 unchanged sentences

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

As of March 31,

As of June 30,

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.

4 unchanged sentences

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.

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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.

No warrants were exercised during the period ended June 30, 2024 and December 31, 2023.

The calculation of diluted (loss) income per common stock does not consider the

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redemption value approximates fair value.

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

For the Three Months Ended June 30,

Non-redeemable

Class A and Class

Non-redeemable

Class A and Class

Basic diluted net loss per share

Allocation of net loss

Weighted average shares outstanding

Basic and diluted net loss per share

For the Six Months Ended June 30,

Non-redeemable

Class A and Class

Non-redeemable

Class A and Class

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 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.

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 condensed consolidated statement of

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.

of operations.

The fair value of privately-held warrants was estimated using an internal valuation model.

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

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

740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the 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.

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

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

As of March 31, 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.

As of June 30, 2024 and December 31, 2023, the Company’s deferred tax

asset had a full valuation allowance recorded against it.

Our effective tax rate was ( 9.8 )% and ( 124.0 )% for the three months ended June 30, 2024 and 2023, respectively, and ( 6.6 )% and 42.7 % for the six months ended June 30,

2024 and 2023, respectively.

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

months ended June 30, 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 and six months ended June 30, 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 June 30, 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 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 .

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

There were no unrecognized tax benefits and $ 2,701

and $ 0 accrued for interest and penalties as of June 30, 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.

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

As of June 30, 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:

As of beginning of the period

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Class A common stock subject to possible redemption

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.

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.

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.

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.

Recent Accounting Pronouncements

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.

Early adoption is

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

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

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

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

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

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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.

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

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

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 .

48 unchanged sentences

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

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 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.

(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 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

7 unchanged sentences

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

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

2023, the Company issued an unsecured promissory note in the total principal amount of up to $ 1,500,000 (the “Promissory Note”) to

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 .

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

On May 9, 2023, the Company issued an unsecured

promissory note in the total principal amount of up to $ 1,500,000 (the “Promissory Note”) to the Sponsor.

At June 30, 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

3 unchanged sentences

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

As of June 30 , 2024 and December 31, 2023, $ 1,175,000 and

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

related party.

3 unchanged sentences

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

three months ended March 31, 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.

three and six months ended June 30 ,

2024 and 2023, the Company

incurred $ 30,000 and $ 60,000

in administrative support fees, respectively.

At June 30, 2024 and December 31, 2023, $ 300,000 and $ 240,000 , respectively, is included on the condensed consolidated balance sheets under due to related party for this fee.

Restricted cash

At June 30, 2024 and December 31, 2023, an excess of $ 25,843 and $ 75,773 , respectively, was

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

As such, the restriction on the cash was included on the condensed consolidated balance sheet as a reduction in the cash balance in the

Company’s operating bank account.

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

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.

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.

Underwriter Agreement

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 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.

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 fee and will therefore receive no additional underwriting fee in connection with

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 underwriting fee.

As of June 30, 2024 and December 31, 2023, the deferred

underwriting fee is $ 0 .

The 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

2 unchanged sentences

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.

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.

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 $ 2,235,006 on the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023.

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 June 30, 2024 and December 31, 2023.

The liability does not impact the condensed consolidated statements of operations and is

2 unchanged sentences

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.

The Company had no issuances of shares in 2023 to offset the redemptions of shares in 2023.

During the second quarter, the IRS issued final regulations with respect to the timing and payment of the excise tax.

Pursuant to those regulations, the Company would need to file a return and remit payment

for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024.

The Company is currently evaluating its options with respect to payment of this obligation.

If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties

which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.

Note 7 - Recurring Fair Value Measurements

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.

16 unchanged sentences

The following table

presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques the Company

presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques the Company

utilized to determine such fair value.

March 31, 2024

Cash held in Trust Account

June 30, 2024

Public Warrants

2 unchanged sentences

December 31, 2023

Cash held in Trust Account

Public Warrants

3 unchanged sentences

The key inputs into the binomial lattice model were as

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

March 31, 2024

follows at June 30, 2024 and December 31, 2023:

June 30, 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 March 31, 2024 and 2023:

provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s warrants classified as Level 3 for the period ended June 30, 2024 and 2023:

December 31, 2023

Change in fair value

March 31, 2024

Change in fair value

June 30, 2024

December 31, 2022

Change in fair value

March 31, 2023

Change in fair value

June 30, 2023

Note 8 - Stockholders’ Deficit

8 unchanged sentences

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

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.

As of June 30 , 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

1 unchanged sentence

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.

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

8 unchanged sentences

Note 9 - Subsequent Events

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.

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, other than discussed below .

In July 2024, the Sponsor deposited $ 34,352 in the Trust Account extending the Termination Date to September 1, 2024, which

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

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