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Item 1. Financial Statements

2023-08-15 compared with 2023-05-16 · 349 added, 291 removed, 532 unchanged (55% of the section changed)

11 unchanged sentences

Promissory Note – related party

Extension Promissory Notes – related party, at fair value

Extension promissory notes – related party

Accrued liabilities

6 unchanged sentences

Class A ordinary shares subject to possible redemption;

3,931,719 and 30,000,000 shares, respectively,(at approximately $ 10.42 per share at March 31, 2023 and $ 10.15 per share at December 31, 2021)

3,931,719 and 30,000,000 shares, respectively (at approximately $ 10.66 per share at June 30, 2023 and $ 10.15 per share at December 31, 2021)

Shareholders’ deficit:

Preference shares, $ 0.0001 par value;

5,000,000 shares authorized, none issued or outstanding

Class A ordinary shares, $ 0.0001 par value, 500,000,000 authorized shares, - 0 - issued and outstanding (excluding 30,000,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value, 50,000,000 authorized shares, 7,500,000 shares issued and outstanding

5,000,000 shares authorized, none issued or outstanding at June 30, 2023 and December 31, 2022

Class A ordinary shares, $ 0.0001 par value, 500,000,000 authorized shares, - 0 - issued and outstanding (excluding 3,931,719 and 30,000,000 shares, respectively, subject to possible redemption at June 30, 2023 and December 31, 2022)

Class B ordinary shares, $ 0.0001 par value, 50,000,000 authorized shares, 7,500,000 shares issued and outstanding at June 30, 2023 and December 31, 2022

Additional paid-in capital

7 unchanged sentences

$ 304,784,000

See accompanying notes to financial statements.

See accompanying unaudited condensed notes to financial

Global Partner Acquisition Corp II

Condensed Statements of Operations

For the three months ended

For the six months ended

General and administrative expenses

3 unchanged sentences

Other income (expense) -

Income from cash and investments held in Trust Account

Income from cash and investments held in the Trust Account

Write-off contingent warrants associated with shares redeemed

Change in fair value of Extension Promissory Notes –

related party

Change in fair value of warrant liability

( 2,020,000 )

Net income (loss)

Weighted average Class A ordinary shares outstanding -– basic and diluted

2 unchanged sentences

Net income per Class B ordinary share – basic and diluted

See accompanying notes to financial statements.

See accompanying notes to unaudited condensed financial

Global Partner Acquisition Corp II

Condensed Statements of Changes in Shareholders’

For the three months ended March 31, 2023:

Ordinary Shares

For the three months ended June 30, 2023:

Class B Ordinary Shares

Shareholders’

Balances, March 31, 2023, unaudited, as revised

$ ( 15,192,000 )

$ ( 15,191,000 )

Accretion in value of Class A ordinary shares subject to redemption to redemption

Balances, June 30, 2023 (unaudited)

$ ( 13,991,000 )

$ ( 13,990,000 )

For the six months ended June 30, 2023:

Class B Ordinary Shares

Shareholders’

Balances, December 31, 2022

4 unchanged sentences

( 2,292,000 )

Inception date fair value adjustments of Extension Promissory Notes - related party

Balances, June 30, 2023 (unaudited)

$ ( 13,991,000 )

$ ( 13,990,000 )

For the three months ended June 30, 2022:

Class B Ordinary Shares

Shareholders’

Balances, March 31, 2022 (unaudited)

1 unchanged sentence

$ ( 18,445,000 )

For the three months ended March 31, 2022:

Ordinary Shares

Accretion in value of Class A ordinary shares subject to redemption

Balances, June 30, 2022 (unaudited)

$ ( 15,606,000 )

$ ( 15,605,000 )

For the six months ended June 30, 2022:

Class B Ordinary Shares

Shareholders’

2 unchanged sentences

$ ( 25,128,000 )

Balances, March 31, 2022 (unaudited)

Accretion in value of Class A ordinary shares subject to redemption

Balances, June 30, 2022 (unaudited)

$ ( 15,606,000 )

$ ( 15,605,000 )

See accompanying notes to financial statements.

See accompanying notes to unaudited condensed financial

Global Partner Acquisition Corp II

3 unchanged sentences

Income from cash and investments held in Trust Account

Change in fair value of Extension Promissory Notes – related party

( 1,392,000 )

Change in fair value of warrant liability

1 unchanged sentence

Changes in operating assets and liabilities:

Increase in prepaid expenses

(Decrease) increase in accounts payable

Increase (decrease) in accrued liabilities

(Increase) decrease in prepaid expenses

Increase (decrease) in accounts payable

Increase (decrease) in accrued liabilities and other

( 1,995,000 )

2 unchanged sentences

Cash deposited in Trust Account

Cash withdrawn from Trust Account

Cash withdrawn from Trust Account to pay redemptions

Net cash provided by investing activities

7 unchanged sentences

Net change in cash

Cash at beginning of the year

Cash at end of the year

Cash at beginning of the period

Cash at end of the period

Supplemental disclosure of non-cash financing activities:

1 unchanged sentence

Offering costs included in accounts payable

See accompanying notes to financial statements.

See accompanying notes to unaudited condensed financial

Global Partner Acquisition Corp II

Notes to Condensed Financial Statements

June 30, 2023

Note 1 – Description of Organization and Business Operations

7 unchanged sentences

Act of 2012 (the “JOBS Act”).

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

All activity for the period from November 3, 2020 (inception) to March 31, 2023 relates to the Company’s formation and the initial

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

All activity for the period from November 3, 2020 (inception) to June 30, 2023 relates to the Company’s formation and the initial

public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing a suitable

3 unchanged sentences

The Company generates non-operating income in the form of interest income from the proceeds derived from the Public Offering.

In January 2023, the shareholders of the Company took various

actions and the Company entered into various agreements resulting in a change of control of the Company, redemption of approximately

87 % of its Class A ordinary shares, an extension of the date to complete a Business Combination and certain additional financing and

other matters as discussed in further detail in the Form 10-K Annual Report filed on March 31, 2023, and the Form 8-K filed on

January 18, 2023, with the Securities and Exchange Commission (“SEC”) as well as throughout these notes to unaudited

condensed financial statements.

In January 2023, the shareholders of the Company took various actions

and the Company entered into various agreements resulting in a change of control of the Company, redemption of approximately 87 % of its

Class A ordinary shares, an extension of the date to complete a Business Combination and certain additional financing and other matters

as discussed in further detail in the Form 10-K Annual Report filed on March 31, 2023, and the Form 8-K filed on January 18, 2023, with

the Securities and Exchange Commission (“SEC”) as well as throughout these notes to unaudited condensed financial statements.

All dollar amounts are rounded to the nearest thousand dollars.

8 unchanged sentences

changed the control over and resources of the Company, all as further discussed in these notes to condensed financial statements, as follows:

On January 11, 2023, the Company held an Extension Meeting of its shareholders in which the shareholders approved the proposal to

amend the Company’s amended and restated memorandum and articles of association (the “Extension Amendment Proposal”)

to extend the date required to complete a Business Combination (as described further in Business Combination below).

In connection with

the vote to approve the Extension Amendment Proposal the holders of 26,068,281 Class A ordinary shares of the Company exercised their

right to redeem their shares for cash at a redemption price of approximately $ 10.167 per share for an aggregate redemption amount of approximately

$ 265,050,000 resulting in 3,931,719 Class A ordinary shares remaining.

On January 13, 2023, the Company, entered into an Investment Agreement (the “Investment Agreement”) with the Sponsor and

Endurance Global Partner II, LLC, a Delaware limited liability company (the “Investor”), pursuant to which the Investor agreed

to contribute to the Sponsor an aggregate amount in cash equal to up to $ 3,000,000 (the “Investment Contribution”), which

amount will be loaned to the Company in accordance with the Promissory Note (as defined below) (the “Investment Loan”), in

consideration for which, the Sponsor issued to the Investor interests in certain equity securities of the Company.

Pursuant to the Investment Agreement, the Sponsor transferred control of the Sponsor to affiliates of Antarctica Capital Partners

Pursuant to the Investment Agreement, the Sponsor has agreed to lend to the Company the funds required to pay expenses incurred by

the Company and reasonably related to the costs and expenses of facilitating the extension of the term of the Company.

Further, on January 13, 2023, Paul J.

Zepf, Pano Anthos, Andrew Cook, James McCann and Jay Ripley tendered their resignations as directors

of the Company.

January 11, 2023, the Company held an Extension Meeting of its shareholders in which the shareholders approved the proposal to amend

the Company’s amended and restated memorandum and articles of association (the “Extension Amendment Proposal”) to extend

the date required to complete a Business Combination (as described further in Business Combination below).

In connection with the vote

to approve the Extension Amendment Proposal the holders of 26,068,281 Class A ordinary shares of the Company exercised their right to

redeem their shares for cash at a redemption price of approximately $ 10.167 per share for an aggregate redemption amount of approximately

$ 265,050,000 resulting in 3,931,719 Class A ordinary shares remaining outstanding.

January 13, 2023, the Company, entered into an Investment Agreement (the “Investment Agreement”) with the Sponsor and Endurance

Global Partner II, LLC, a Delaware limited liability company (the “Investor”), pursuant to which the Investor agreed to contribute

to the Sponsor an aggregate amount in cash equal to up to $ 3,000,000 (the “Investment Contribution”), which amount will be

loaned to the Company in accordance with the January 13, 2023 Promissory Note (as defined below), in consideration for which, the Sponsor

issued to the Investor interests in certain equity securities of the Company.

to the Investment Agreement, the Sponsor transferred control of the Sponsor to affiliates of Antarctica Capital Partners LLC.

to the Investment Agreement, the Sponsor has agreed to lend to the Company the funds required to pay expenses incurred by the Company

and reasonably related to the costs and expenses of facilitating the extension of the term of the Company.

on January 13, 2023, Paul J.

Zepf, Pano Anthos, Andrew Cook, James McCann and Jay Ripley tendered their resignations as directors of

Additionally, Paul J.

2 unchanged sentences

any of the outgoing directors or officers on any matter relating to the Company’s operations, policies or practices.

The Company made settlements and received releases from several creditors in exchange for cash payments made resulting in the reduction

of approximately $ 2,961,000 of accrued liabilities which are reflected as a credit to operating expenses in the accompanying Condensed

Statements of Operations.

Company made settlements and received releases from several creditors in exchange for cash payments made resulting in the reduction of

approximately $ 2,961,000 of accrued liabilities which is reflected as a credit to operating expenses in the accompanying condensed statements

of operations.

Trust Account:

The funds in the Trust Account can only be invested in U.S.

treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under

Rule 2a-7 under the Investment Company Act of 1940.

On January 11, 2023, we liquidated the U.S.

government treasury obligations or money

market fund held in the trust account.

Funds will remain in the Trust Account until the earlier of (i) the consummation of its initial

Business Combination or (ii) the distribution of the Trust Account as described below.

The remaining funds outside the Trust Account may

be used to pay for business, legal and accounting due diligence on prospective acquisition targets, legal and accounting fees related

The funds in the Trust Account can only be invested in cash or U.S.

government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions

under Rule 2a-7 under the Investment Company Act of 1940.

On January 11, 2023, the Company liquidated the U.S.

government treasury obligations

or money market fund held in the Trust Account.

Funds will remain in the Trust Account until the earlier of (i) the consummation of its

initial Business Combination or (ii) the distribution of the Trust Account as described below.

The remaining funds outside the Trust Account

may be used to pay for business, legal and accounting due diligence on prospective acquisition targets, legal and accounting fees related

to regulatory reporting obligations, payment for services of investment professionals and support services, continued listing fees and

22 unchanged sentences

Trust Account.

Subsequent to March 31, 2023, in April and May 2023, the board of directors of the Company approved (i)

two, one-month extensions of the Termination Date, resulting in a new Termination Date of June 12, 2023, and (ii) draws of an

aggregate of $ 300,000 pursuant to the Extension Promissory Note - related party (as defined below).

During 2023 the board of directors of the Company approved (i) one-month extensions of the Termination Date in April,

May, June, July and August, resulting in a new Termination Date of September 14, 2023, and (ii) draws of an aggregate of $ 300,000 pursuant to

the Extension Promissory Note - related party (as defined below).

Business Combination:

20 unchanged sentences

will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require

the Company to seek shareholder approval unless a vote is required by the rules of the Nasdaq Capital Market.

If the Company seeks shareholder

approval, it will complete its Business Combination only if a majority of the outstanding Class A and Class B ordinary shares voted are

voted in favor of the Business Combination.

However, in no event will the Company redeem its public shares in an amount that would cause

its net tangible assets to be less than $ 5,000,001 upon consummation of a Business Combination.

In such case, the Company would not proceed

with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination.

the Company to seek shareholder approval unless a vote is required by the rules of the Nasdaq Capital Market (“Nasdaq”).

the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A and Class

B ordinary shares voted are voted in favor of the Business Combination.

However, in no event will the Company redeem its public shares

in an amount that would cause its net tangible assets to be less than $ 5,000,001 upon consummation of a Business Combination.

case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search

for an alternate Business Combination.

If the Company holds a shareholder vote or there is a tender offer

2 unchanged sentences

of the initial Business Combination, including interest earned on funds held in the Trust Account and not previously released to pay income

As a result, such Class A ordinary shares are recorded at redemption amount and classified as temporary equity upon the completion

As a result, such Class A ordinary shares are recorded at the redemption amount and classified as temporary equity upon the completion

of the Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

2 unchanged sentences

3 regarding shareholder redemptions in January 2023.

As further discussed below, the Company will have until the

Termination Date, that was proposed to and approved by the Company’s shareholders in the form of an amendment to the

Company’s amended and restated memorandum and articles of association (the “Combination Period”).

If the Company

does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of

winding up and (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public Class A

ordinary shares for a per share pro rata portion of the Trust Account, including interest earned on funds held in the Trust Account

and not previously released to pay income taxes (less up to $ 100,000 of such net interest to pay dissolution expenses) and as

promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its

creditors and remaining shareholders, as part of its plan of dissolution and liquidation.

The initial shareholders have entered into

letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to

their Founders Shares;

however, if the initial shareholders or any of the Company’s officers, directors or affiliates acquire

Class A ordinary shares in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account with respect

to the Class A ordinary shares so acquired upon the Company’s redemption or liquidation in the event the Company does not

complete a Business Combination within the Combination Period.

In the event of such distribution, it is possible that the per share

value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per

Unit (as defined below in Note 3) in the Public Offering.

As further discussed below, the Company will have until the Termination

Date, that was proposed to and approved by the Company’s shareholders in the form of an amendment to the Company’s amended

and restated memorandum and articles of association (the “Combination Period”).

If the Company does not complete a Business

Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up and (ii) as promptly as

reasonably possible, but not more than ten business days thereafter, redeem the public Class A ordinary shares for a per share pro rata

portion of the Trust Account, including interest earned on funds held in the Trust Account and not previously released to pay income taxes

(less up to $ 100,000 of such net interest to pay dissolution expenses) and as promptly as possible following such redemption, dissolve

and liquidate the balance of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution

and liquidation.

The initial shareholders have entered into letter agreements with the Company, pursuant to which they have waived their

rights to participate in any redemption with respect to their Founders Shares;

however, if the initial shareholders or any of the Company’s

officers, directors or affiliates acquire Class A ordinary shares in or after the Public Offering, they will be entitled to a pro rata

share of the Trust Account with respect to the Class A ordinary shares so acquired upon the Company’s redemption or liquidation

in the event the Company does not complete a Business Combination within the Combination Period.

In the event of such distribution, it

is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will

be less than the price per Unit (as defined below in Note 3) in the Public Offering.

Note 2 – Summary of Significant Accounting Policies

11 unchanged sentences

be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s audited

financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 18, 2022.

financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 18, 2022 which contain the

audited financial statements and notes thereto as of December 31, 2022 and for the year then ended.

Mandatory Liquidation and Going Concern:

At March 31, 2023, the Company has approximately $ 3,000 in cash and

At June 30, 2023, the Company has approximately $ 6,000 in cash and

approximately $ 3,097,000 in working capital deficit.

26 unchanged sentences

Net Income per Ordinary Share:

Net income per ordinary share is computed by dividing net income

applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period.

The Company has

not considered the effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 11,221,954

at March 31, 2023 ( 15,566,667 at December 31, 2022) Class A ordinary shares in the calculation of diluted income per ordinary share,

since their inclusion would be anti-dilutive under the treasury stock method and are dependent on future events.

diluted income per ordinary share is the same as basic income per ordinary share for the period.

Net income per ordinary share is computed by dividing net income applicable

to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period.

The Company has not considered

the effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 11,221,954 at June 30, 2023 ( 15,566,667

at December 31, 2022) Class A ordinary shares in the calculation of diluted income per ordinary share, since their inclusion would be

anti-dilutive under the treasury stock method and are dependent on future events.

As a result, diluted income per ordinary share is the

same as basic income per ordinary share for the period.

The Company complies with the accounting and disclosure requirements

6 unchanged sentences

therefore is not factored into the calculation of earnings per share.

The following table reflects the earnings per share after allocating

The following tables reflect the earnings per share after allocating

income between the shares based on outstanding shares:

Three months ended

Six months ended

June 30, 2023

Basic and diluted net income per ordinary share:

Allocation of income – basic and diluted

Basic and diluted weighted average ordinary shares:

Basic and diluted net income per ordinary share

Three months ended

March 31, 2023

March 31, 2022

Six months ended

June 30, 2022

Basic and diluted net income per ordinary share:

4 unchanged sentences

The Company has significant cash balances at financial institutions

which throughout the year regularly exceed the federally insured limit of $ 250,000 .

Any loss incurred or a lack of access to such funds

could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

which throughout the year may exceed the federally insured limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could

have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Cash and Cash Equivalents:

1 unchanged sentence

of three months or less when acquired to be cash equivalents.

The Company had no cash equivalents at March 31, 2023 and December 31,

The Company had no cash equivalents at June 30, 2023 and December 31, 2022.

Fair Value Measurements:

2 unchanged sentences

and liabilities that are re-measured and reported at fair value at least annually.

As of March 31, 2023 and December 31, 2022, the carrying

As of June 30, 2023 and December 31, 2022, the carrying

values of cash, prepaid expenses, accounts payable, accrued expenses and notes payable – related party approximate their fair values

2 unchanged sentences

of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.

establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest

priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority

to unobservable inputs (Level 3 measurements).

GAAP establishes

a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority

to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable

inputs (Level 3 measurements).

These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might

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Class A Ordinary Shares Subject to Possible Redemption:

As discussed in Note 3, all of the 30,000,000 Class A ordinary

shares sold as part of the Units (as defined below) in the Public Offering contain a redemption feature that allows for the

redemption under the Company’s liquidation or tender offer/shareholder approval provisions.

In accordance with FASB ASC 480,

redemption provisions not solely within the control of the Company require the security to be classified outside of permanent

Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments,

are excluded from the provisions of FASB ASC 480.

Although the Company had not specified a maximum redemption threshold, its

articles of association provide that in no event will it redeem its public shares in an amount that would cause its net tangible

assets (shareholders’ equity) to be less than $ 5,000,001 .

However, because all of the Class A ordinary shares are redeemable,

all of the shares are recorded as Class A ordinary shares subject to redemption on the enclosed balance sheets.

As discussed in Note 3, all of the 30,000,000 Class A ordinary shares

sold as part of the Units (as defined below) in the Public Offering contain a redemption feature that allows for the redemption under

the Company’s liquidation or tender offer/shareholder approval provisions.

In accordance with FASB ASC 480, redemption provisions

not solely within the control of the Company require the security to be classified outside of permanent equity.

Ordinary liquidation events,

which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB

Although the Company had not specified a maximum redemption threshold, its articles of association provide that in no event will

it redeem its public shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $ 5,000,001 .

However, because all of the Class A ordinary shares are redeemable, all of the shares are recorded as Class A ordinary shares subject

to redemption on the enclosed condensed balance sheets.

On January 11, 2023, in connection with the vote to approve the Extension

6 unchanged sentences

Class A ordinary shares are affected by adjustments to additional paid-in capital.

Accordingly, 3,931,719 and 30,000,000 , respectively,

were classified outside of permanent equity at March 31, 2023 and December 31, 2022 and 2021.

Class A ordinary shares subject to redemption

consist of the following:

Accordingly, 3,931,719 and 30,000,000 shares, respectively,

were classified outside of permanent equity at June 30, 2023 and December 31, 2022.

Class A ordinary shares subject to redemption consist

of the following:

Gross proceeds of Public Offering

12 unchanged sentences

Accretion of carrying value to redemption value

Balance at June 30, 2023

Income Taxes:

6 unchanged sentences

There were no unrecognized tax benefits as

of March 31, 2023 and December 31, 2022.

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

No amounts were accrued for the payment of interest and penalties at March 31, 2023 or 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 been subject to income tax examinations by major taxing authorities since inception.

of June 30, 2023 and December 31, 2022.

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

No amounts were accrued for the payment of interest and penalties at June 30, 2023 or 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.

Company has been subject to income tax examinations by major taxing authorities since inception.

The Company is considered a Cayman Islands exempted company and is

4 unchanged sentences

tax benefits will materially change over the next twelve months.

Extension Promissory Notes - Related Party:

The Company has elected the fair value option

to account for its Extension Promissory Notes - related party with its Sponsor as defined and more fully described in Note 4.

of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent

changes in fair value are recorded as change in the fair value of working capital loan-related party on the statements of operations.

The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall

fair value measurement.

These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s

own assumption about the assumptions a market participant would use in pricing the asset or liability.

Warrant Liability:

The Company accounts for warrants as either equity-classified or liability-classified

instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480,

“Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition

of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including

whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification.

instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing

Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”).

assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability

pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether

the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification.

This assessment,

9 unchanged sentences

for as liabilities are charged to operations when the warrants are issued.

Subsequent Events:

The Company evaluated subsequent events and transactions that occurred

after the date of the balance sheet through the date that the condensed financial statements were available to be issued and has concluded

that all such events that would require adjustment or disclosure in the financial statement have been recognized or disclosed.

4 regarding drawdowns on the Extension promissory notes – related party subsequent to June 30, 2023.

Recent Accounting Pronouncements:

11 unchanged sentences

on a full or modified retrospective basis.

The Company has adopted this standard for its Extension Promissory Notes - related party as further discussed in Note 4.

The Company has adopted this standard for its Extension promissory notes - related party as

further discussed in Note 4.

Management does not believe that any other recently issued, but not

8 unchanged sentences

redeemable warrant for each public share that a public shareholder holds and does not redeem in connection with the Company’s initial

Business Combination (the “Distributable Redeemable Warrants,” and together with the Detachable Redeemable Warrants, the “Redeemable Warrants”).

Each whole Redeemable Warrant offered in the Public Offering

is exercisable to purchase one of the Company’s Class A ordinary shares.

Business Combination (the “Distributable Redeemable Warrants,” and together with the Detachable Redeemable Warrants, the “Redeemable

Each whole Redeemable Warrant offered in the Public Offering is exercisable to purchase one of the Company’s Class

A ordinary shares.

Only whole Redeemable Warrants may be exercised.

the terms of the warrant agreement, the Company has agreed to use its commercially reasonable efforts to file a new registration statement

under the Securities Act, following the completion of the Company’s initial Business Combination covering the Class A ordinary shares

issuable upon the exercise of warrants.

No fractional shares will be issued upon exercise of the Redeemable Warrants.

If, upon exercise

of the Redeemable Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round

down to the nearest whole number the number of Class A ordinary shares to be issued to the Redeemable Warrant holder.

Each Redeemable

Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12

months from the closing of the Public Offering and will expire five years after the completion of the Company’s initial Business

Combination or earlier upon redemption or liquidation.

However, if the Company does not complete its initial Business Combination on or

prior to the end of the Combination Period.

the Redeemable Warrants will expire at the end of such period.

If the Company is unable to

deliver registered Class A ordinary shares to the holder upon exercise of a Redeemable Warrant during the exercise period, there will

be no net cash settlement of these Redeemable Warrants and the Redeemable Warrants will expire worthless, unless they may be exercised

on a cashless basis in the circumstances described in the warrant agreement.

Once the Redeemable Warrants become exercisable, the Company

may redeem the outstanding Redeemable Warrants in whole and not in part at a price of $ 0.01 per Warrant upon a minimum of 30 days’

prior written notice of redemption, only in the event that the last sale price of the Class A ordinary shares equals or exceeds $ 18.00

per share for any 20 trading days within the 30- trading day period ending on the third trading day before the Company sends the notice

of redemption to the Redeemable Warrant holders, and that certain other conditions are met.

Once the Redeemable Warrants become exercisable,

the Company may also redeem the outstanding Redeemable Warrants in whole and not in part at a price of $ 0.10 per Warrant upon a minimum

of 30 days’ prior written notice of redemption, only in the event that the closing price of the Class A ordinary shares equals or

exceeds $ 10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption, and that certain other

conditions are met.

If the closing price of the Class A ordinary shares is less than $ 18.00 per share (as adjusted) for any 20 trading

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

the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as

described above.

If issued, the Distributable Redeemable Warrants are identical to the Redeemable Warrants and together represent the

Public Warrants.

Under the terms of the warrant agreement, the Company has agreed to

use its commercially reasonable efforts to file a new registration statement under the Securities Act, following the completion of the

Company’s initial Business Combination covering the Class A ordinary shares issuable upon the exercise of warrants.

No fractional

shares will be issued upon exercise of the Redeemable Warrants.

If, upon exercise of the Redeemable Warrants, a holder would be entitled

to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of Class

A ordinary shares to be issued to the Redeemable Warrant holder.

Each Redeemable Warrant will become exercisable on the later of 30 days

after the completion of the Company’s initial Business Combination or 12 months from the closing of the Public Offering and will

expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation.

However, if the Company does not complete its initial Business Combination on or prior to the end of the Combination Period.

the Redeemable

Warrants will expire at the end of such period.

If the Company is unable to deliver registered Class A ordinary shares to the holder upon

exercise of a Redeemable Warrant during the exercise period, there will be no net cash settlement of these Redeemable Warrants and the

Redeemable Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant

Once the Redeemable Warrants become exercisable, the Company may redeem the outstanding Redeemable Warrants in whole and not

in part at a price of $ 0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the

last sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share for any 20 trading days within the 30-trading day period

ending on the third trading day before the Company sends the notice of redemption to the Redeemable Warrant holders, and that certain

other conditions are met.

Once the Redeemable Warrants become exercisable, the Company may also redeem the outstanding Redeemable Warrants

in whole and not in part at a price of $ 0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in

the event that the closing price of the Class A ordinary shares equals or exceeds $ 10.00 per share on the trading day prior to the date

on which the Company sends the notice of redemption, and that certain other conditions are met.

If the closing price of the Class A ordinary

shares is less than $ 18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before

the Company sends the notice of redemption to the warrant holders, the Private Placement Warrants must also concurrently be called for

redemption on the same terms as the outstanding Public Warrants, as described above.

If issued, the Distributable Redeemable Warrants

are identical to the Redeemable Warrants and together represent the Public Warrants.

The Company had granted the underwriters a 45-day option to purchase

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price, $ 10,500,000 , which is payable upon the completion of the Company’s initial Business Combination.

The shareholders of the Company approved the Extension Amendment

Proposal (as defined below) at the extraordinary general meeting (the “Extension Meeting”) and on January 11, 2023, in connection with that vote, the holders of

26,068,281 Class A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate price of

approximately $ 10.167 per share, for an aggregate redemption amount of approximately $ 265,050,166 .

In addition, 4,344,714 contingent

redeemable warrants will no longer be available to the former holders of the 26,068,281 Class A ordinary shares redeemed and so the

carrying amount of those warrants, approximately $ 130,000 , was removed from the warrant liabilities on the unaudited condensed

The shareholders of the Company approved the Extension Amendment Proposal

(as defined below) at the extraordinary general meeting (the “Extension Meeting”) and on January 11, 2023, in connection with

that vote, the holders of 26,068,281 Class A ordinary shares of the Company properly exercised their right to redeem their shares for

an aggregate price of approximately $ 10.167 per share, for an aggregate redemption amount of approximately $ 265,050,166 .

4,344,714 contingent redeemable warrants will no longer be available to the former holders of the 26,068,281 Class A ordinary shares redeemed

and so the carrying amount of those warrants, approximately $ 130,000 , was removed from the warrant liabilities on the unaudited condensed

balance sheet.

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that the over-allotment option was not exercised in full by the underwriters.

The underwriters’ exercised their over-allotment option

in full and therefore such shares are no longer subject to forfeiture.

The underwriters exercised their over-allotment option in

full and therefore such shares are no longer subject to forfeiture.

In addition to the vesting provisions of the Founder Shares discussed

46 unchanged sentences

all amounts outstanding under the Note were repaid and the Note is no longer available to the Company.

Sponsor working capital loans - On August 1, 2022, the

Company issued a promissory note (the “August 1, 2022 Note” or “August 1, 2022 Notes payable – related

party”) in the principal amount of up to $ 2,000,000 to its Sponsor.

The August 1, 2022 Note was issued in connection with

advances the Sponsor may make to the Company for expenses reasonably related to its business and the consummation of the Business

The August 1, 2022 Note bears no interest and is due and payable upon the earlier to occur of (i) January 14, 2023 and

(ii) the effective date of a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business

During the three months ended March 31, 2023, approximately $ 30,000 of this loan was repaid.

As of March 31, 2023 and

December 31, 2022, the outstanding principal balance under the note was $ 755,000 and $ 785,000 .

Sponsor working capital loans - On August 1, 2022, the Company

issued a promissory note (the “August 1, 2022 Note” or “August 1, 2022 Notes payable – related party”) in

the principal amount of up to $ 2,000,000 to its Sponsor.

The August 1, 2022 Note was issued in connection with advances the Sponsor may

make to the Company for expenses reasonably related to its business and the consummation of the Business Combination.

The August 1, 2022

Note bears no interest and is due and payable upon the earlier to occur of (i) January 14, 2023 and (ii) the effective date of a merger,

capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination.

During the six months ended

June 30, 2023, approximately $ 30,000 of this loan was repaid.

As of June 30, 2023 and December 31, 2022, the outstanding principal balance

under the August 1, 2023 Note was $ 755,000 and $ 785,000 , respectively.

On January 13, 2023, the Company and the Sponsor agreed to extend the

date of maturity of the Note to the earlier of (i) the Termination Date, (ii) the consummation of a business combination of the Company

and (iii) the liquidation of the Company.

On January 3, 2023, the Company issued a promissory note (the

“January 3, 2023 Note”) in the principal

amount of up to $ 250,000 to its Sponsor.

The January 3, 2023 Note was issued in connection with advances the Sponsor may make to the

Company for expenses reasonably related to its business and the consummation of the Business Combination.

The January 3, 2023 Note

bears no interest and is due and payable upon the Business Combination.

As of March 31, 2023, no amounts have been drawn down and

there was no outstanding principal balance under the note.

At the election of the Payee, $ 250,000 of the unpaid principal amount

of the January 3, 2023 Note may be converted into warrants of the Company (“Warrants”), at a price of $ 1.50 per warrant,

each warrant exercisable for one Class A ordinary share, $ 0.0001 par value per share, of the Company.

The Warrants shall be

identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s initial public offering.

date of maturity of the August 1, 2023 Note to the earlier of (i) the Termination Date, (ii) the consummation of a Business Combination

of the Company and (iii) the liquidation of the Company.

Extension promissory notes – related party - On January

3, 2023, the Company issued a promissory note (the “January 3, 2023 Note”) in the principal amount of up to $ 250,000 to its

The January 3, 2023 Note was issued in connection with advances the Sponsor may make to the Company for expenses reasonably related

to its business and the consummation of the Business Combination.

The January 3, 2023 Note bears no interest and is due and payable upon

the Business Combination.

As of June 30, 2023, no amounts have been drawn down and there was no outstanding principal balance under the

January 3, 2023 Note.

At the election of the Payee, $ 250,000 of the unpaid principal amount of the January 3, 2023 Note may be converted

into warrants of the Company (“Warrants”), at a price of $ 1.50 per warrant, each warrant exercisable for one Class A ordinary

share, $ 0.0001 par value per share, of the Company.

The Warrants shall be identical to the Private Placement Warrants issued to the Sponsor

at the time of the Company’s initial public offering.

On January 13, 2023, the Company issued a promissory note (the “January

13, 2023 Note” and together with the January 3, 2023 Note, the “Extension Promissory Notes – related party”) in the principal amount of up to $ 3,000,000 to

The January 13, 2023 Note was issued in connection with advances the Sponsor may make to the Company for contributions to

the Trust Account in connection with the Extension and other expenses reasonably related to its business and the consummation of the Business

The January 13, 2023 Note bears no interest and is due and payable upon the Business Combination.

At the election of the

Payee, all or a portion of the unpaid principal amount of the Note may be converted into Warrants, at a price of $ 1.50 per warrant, each

warrant exercisable for one Class A ordinary share, $ 0.0001 par value per share, of the Company.

The Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s initial public offering.

During the three months ended March 31, 2023, the Company made

four drawdowns under the January 13, 2023 Note in order to pay extension payments and for working capital.

The Company adopted the

fair value option with respect to these notes.

At each draw and at March 31, 2023, the company had an independent valuation firm

value the notes.

The valuation firm uses a Monte Carlo method to value the notes.

Those valuations showed that the fair value of the

notes (approximately $ 572,000 ) was materially less than the drawdown (approximately 377,000 less).

Such amount at inception,

$ 377,000 , was credited to equity.

The aggregate principal balance outstanding was then revalued to fair value at March 31, 2023

resulting in an increase to the fair value of approximately $ 32,000 and is stated in the balance stated at March 31, 2023 at fair

value of $ 604,000 , approximately $ 345,000 less than the outstanding principal balance under the note of approximately $ 949,000 .

The following

table presents information about the Company’s Extension Promissory Notes – related party that are measured at fair value

on a recurring basis as of March 31, 2023 and indicates the fair value hierarchy of the valuation techniques that the Company utilized

to determine such fair value.

Fair Value Measured as of March

Extension Promissory Notes - related party

Total fair value

The following table provides quantitative information regarding the

Level 3 fair value measurements inputs at their measurement dates:

Exercise price

Unobserved Deal-Scenario Stock price

Option term (in years)

Implied Probability of Merger Success

Subsequent to March 31, 2023, in April and May 2023, the Company borrowed

an aggregate $ 300,000 to fund the monthly extension payments for those two months.

In addition, the Company borrowed an additional approximately

$ 20,000 subsequent to March 31, 2023 to fund working capital needs.

13, 2023 Note” and together with the January 3, 2023 Note, the “Extension promissory notes – related party”) in

the principal amount of up to $ 3,000,000 to its Sponsor.

The January 13, 2023 Note was issued in connection with advances the Sponsor

may make to the Company for contributions to the Trust Account in connection with the Extension and other expenses reasonably related

to its business and the consummation of the Business Combination.

The January 13, 2023 Note bears no interest and is due and payable upon

the Business Combination.

At the election of the Payee, all or a portion of the unpaid principal amount of the January 13, 2023 Note may

be converted into Warrants, at a price of $ 1.50 per warrant, each warrant exercisable for one Class A ordinary share, $ 0.0001 par value

per share, of the Company.

The Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the

Public Offering.

During the three and six months ended June 30, 2023, the Company made

four and ten, respectively, drawdowns aggregating approximately $ 506,000 and $ 1,454,000 , respectively, under the January 13, 2023 Note

in order to pay extension payments and for working capital.

The Company records such notes at par value and believes that that the fair

value of the conversion feature is not material based upon the trading price of the similarly termed Public Warrants.

At June 30, 2023

and December 31, 2022, the outstanding principal balance under the note was approximately $ 1,454,000 and $ 0 , respectively.

Subsequent to June 30, 2023, in July and August 2023, the Company

borrowed an aggregate $ 300,000 to fund the monthly extension payments for those months.

In addition, the Company borrowed an additional

approximately $ 15,000 subsequent to June 30, 2023 to fund working capital needs.

See Note 8 with respect to the revision of the presentation of the

Extension promissory notes – related party in the March 31, 2023 unaudited condensed financial statements.

Administrative Services Agreement:

2 unchanged sentences

website, and miscellaneous additional services.

Services commenced on the date the securities are first listed on the Nasdaq Capital Market

and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company.

Approximately $ 75,000 and $ 75,000 were charged to general and administrative expenses during the three months ended March 31, 2023 and

2022 for this agreement.

There was approximately $ 50,000 and $- 0 - included in accrued liabilities at March 31, 2023 and December 31, 2022,

respectively.

Services commenced on the date the securities are first listed on Nasdaq Capital and will

terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company.

Approximately

$ 75,000 and $ 150,000 were charged to general and administrative expenses during the three and six months for both periods ended June 30,

2023 and 2022 for this agreement.

There were amounts of approximately $ 125,000 and $ 0 included in accrued liabilities at June 30, 2023

and December 31, 2022, respectively.

Note 5 – Accounting for Warrant Liability

At March 31, 2023 and December 31, 2022, there were 15,566,667 and

11,221,954 warrants, respectively, outstanding including 5,655,286 Public Warrants and 5,566,667 Private Placement Warrants outstanding

at March 31, 2023 and 10,000,000 Public Warrants and 5,566,667 Private Placement Warrants outstanding at December 31, 2022.

contingent redeemable warrants that would have been exercisable by the former holders of the 26,068,281 Class A ordinary shares are no

longer available for exercise.

At June 30, 2023 and December 31, 2022, there were 15,566,667 and 11,221,954

warrants, respectively, outstanding including 5,655,286 Public Warrants and 5,566,667 Private Placement Warrants outstanding at June 30,

2023 and 10,000,000 Public Warrants and 5,566,667 Private Placement Warrants outstanding at December 31, 2022.

4,344,714 contingent redeemable

warrants that would have been exercisable by the former holders of the 26,068,281 Class A ordinary shares are no longer available for

The Company’s warrants are not indexed to the Company’s

4 unchanged sentences

The following tables present information about the Company’s

warrant liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicate the fair

warrant liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicate the fair

value hierarchy of the valuation inputs the Company utilized to determine such fair value:

8 unchanged sentences

Private Placement Warrants

Warrant liability at March 31, 2023

At March 31, 2023 and December 31, 2022, the Company values its (a)

Public Warrants based on the closing price at March 31, 2023 and December 31, 2022, respectively, in an active market and (b) Private Placement Warrants based on the closing price of the Public Warrants since they are similar instruments.

Warrant liability at June 30, 2023

At June 30, 2023 and December 31, 2022, the Company values its (a)

Public Warrants based on the closing price at June 30, 2023 and December 31, 2022, respectively, in an active market and (b) Private Placement

Warrants based on the closing price of the Public Warrants since they are similar instruments.

The warrant liabilities are not subject to qualified hedge accounting.

1 unchanged sentence

reporting period.

There were no transfers during the three months ended March 31, 2023 or the year ended December 31, 2022.

There were no transfers during the three or six months ended June 30, 2023 or the year ended December 31, 2022.

Note 6 – Trust Account and Fair Value Measurement

14 unchanged sentences

The funds in the Trust Account were held in an interest-bearing cash

account at March 31, 2023.

account at June 30, 2023.

The following table presents information about the Company’s assets that are measured at fair value on

25 unchanged sentences

of the Business Combination will be cancelled.

At March 31, 2023 and December 31, 2022, there were 7,500,000 Class

At June 30, 2023 and December 31, 2022, there were 7,500,000 Class

B ordinary shares issued and outstanding, and 0 and 0 Class A ordinary shares issued and outstanding (after deducting 3,931,719 and 30,000,000 ,

30,000,000 , respectively, Class A ordinary shares subject to possible redemption at March 31, 2023 and December 31, 2023).

respectively, Class A ordinary shares subject to possible redemption at June 30, 2023 and December 31, 2022).

Preference Shares:

2 unchanged sentences

board of directors.

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

At June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

Note 8 – Revision of Previously Issued Financial Statements

– Extension Promissory Notes – Related Party

As discussed further in Note 4, beginning in January

2023 the Company has issued approximately $ 1,454,000 in Extension Promissory Note – related party (“Notes”), approximately

$ 948,000 of which were issued in the three months ended March 31, 2023.

In its unaudited condensed financial statements

as of and for the three months ended March 31, 2023, the Company presented its Extension promissory notes – related party at fair

value of the Notes as described therein.

The Company has subsequently determined that fair value accounting is not appropriate for the

As such, the Notes have been presented in these condensed financial statements as of June 30, 2023 and for the three and six months

then ended, at par value.

The effect of these changes on the Company’s

previously issued condensed financial statements as of March 31, 2023 and for the three months then ended is as follows:

As Previously

Condensed Balance Sheet at March 31, 2023 (unaudited)

Extension promissory note – related party

Total current liabilities

Total liabilities

Accumulated deficit

$ ( 14,847,000 )

$ ( 345,000 )

$ ( 15,192,000 )

Total stockholders’ deficit

$ ( 14,846,000 )

$ ( 345,000 )

$ ( 15,191,000 )

Condensed Statement of Operations for the three months ended March 31, 2023 (unaudited)

Change in fair value of Extension promissory notes – related party

Condensed Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2023 (unaudited)

Inception date fair value adjustments of Extension promissory notes – related party

$ ( 377,000 )

Accumulated deficit, balances at March 31, 2023 (unaudited)

$ ( 14,847,000 )

$ ( 345,000 )

$ ( 15,192,000 )

Total shareholders’ deficit, balances at March 31, 2023 (unaudited)

$ ( 14,846,000 )

$ ( 345,000 )

$ ( 15,191,000 )

Condensed Statement of Cash Flows for the three months ended March 31, 2023 (unaudited)

Change in fair value of Extension promissory notes – related party

The Company’s accounting for the Notes did

not have any effect on the Company’s previously reported operating expenses, cash flows or cash.

Note 9 – Commitments and Contingencies

14 unchanged sentences

Company’s financial position, results of operations and/or search for a target company and/or a target company’s unaudited

condensed financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial

These unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

condensed financial position and results of its operations, the specific impact is not readily determinable as of the date of these unaudited

condensed financial statements.

These unaudited condensed financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

Bank Closures — Management acknowledges that the Company depends

28 unchanged sentences

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