What changed in this filing

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Item 1. Financial Statements

2023-11-14 compared with 2023-08-15 · 267 added, 321 removed, 560 unchanged (51% of the section changed)

2 unchanged sentences

Condensed Balance Sheets

September 30,

Current assets -

1 unchanged sentence

Total current assets

Cash held in the Trust Account

Investments held in Trust Account

13 unchanged sentences

Class A ordinary shares subject to possible redemption;

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)

3,931,719 and 30,000,000 shares, respectively (at approximately $ 10.84 per share at September 30, 2023 and $ 10.15 per share at December 31, 2022)

Shareholders’ deficit:

Preference shares, $ 0.0001 par value;

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

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

Additional paid-in capital

11 unchanged sentences

For the three months ended

For the six months ended

For the nine months ended

September 30,

General and administrative expenses

2 unchanged sentences

Income (loss) from operations

( 1,210,000 )

( 1,731,000 )

Other income (expense) -

10 unchanged sentences

Condensed Statements of Changes in Shareholders’

For the three months ended June 30, 2023:

For the three months ended September 30, 2023:

Class B Ordinary Shares

Shareholders’

Balances, March 31, 2023, unaudited, as revised

Balances, June 30, 2023, (unaudited)

$ ( 13,991,000 )

$ ( 13,990,000 )

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

Balances, June 30, 2023 (unaudited)

Accretion in value of Class A ordinary shares subject to redemption

Balances, September 30, 2023 (unaudited)

$ ( 14,308,000 )

$ ( 14,307,000 )

For the six months ended June 30, 2023:

For the nine months ended September 30, 2023:

Class B Ordinary Shares

3 unchanged sentences

$ ( 14,734,000 )

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

Accretion in value of Class A ordinary shares subject to redemption

( 2,998,000 )

Balances, June 30, 2023 (unaudited)

Balances, September 30, 2023 (unaudited)

$ ( 14,308,000 )

$ ( 14,307,000 )

For the three months ended June 30, 2022:

For the three months ended September 30, 2022:

Class B Ordinary Shares

Shareholders’

Balances, March 31, 2022 (unaudited)

Balances, June 30, 2022 (unaudited)

$ ( 15,606,000 )

1 unchanged sentence

Accretion in value of Class A ordinary shares subject to redemption

Balances, June 30, 2022 (unaudited)

( 1,467,000 )

For the six months ended June 30, 2022:

Balances, September 30, 2022 (unaudited)

$ ( 14,949,000 )

$ ( 14,948,000 )

For the nine months ended September 30, 2022:

Class B Ordinary Shares

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Accretion in value of Class A ordinary shares subject to redemption

Balances, June 30, 2022 (unaudited)

( 2,021,000 )

Balances, September 30, 2022 (unaudited)

$ ( 14,949,000 )

$ ( 14,948,000 )

See accompanying notes to unaudited condensed financial

1 unchanged sentence

Condensed Statements of Cash Flows

September 30,

Cash flow from operating activities:

2 unchanged sentences

( 1,798,000 )

( 1,946,000 )

Change in fair value of warrant liability

( 11,986,000 )

Write-off contingent warrants associated with shares redeemed

Changes in operating assets and liabilities:

6 unchanged sentences

Cash deposited in Trust Account

( 1,200,000 )

Cash withdrawn from Trust Account to pay redemptions

3 unchanged sentences

( 265,050,000 )

Repayment of Promissory Note – related party

Advances and repayment of promissory note – related party

Proceeds of Extension Promissory Note – related party

Net cash used in financing activities

Net cash (used in) provided by financing activities

( 263,271,000 )

2 unchanged sentences

Cash at end of the period

Supplemental disclosure of non-cash financing activities:

Deferred underwriter compensation

Offering costs included in accounts payable

See accompanying notes to unaudited condensed financial

1 unchanged sentence

Notes to Condensed Financial Statements

June 30, 2023

September 30, 2023

Note 1 – Description of Organization and Business Operations

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Act of 2012 (the “JOBS Act”).

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

Business Combination.

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

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

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

a suitable Business Combination.

The Company will not generate any operating revenues until after completion of its initial Business Combination,

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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.

Class A ordinary shares, par value $ 0.0001 per share (the “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 (the “Annual Report”), and the Form 8-K filed on January 18, 2023, with the Securities and Exchange

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

All dollar amounts are rounded to the nearest thousand dollars.

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The Company intends to finance a Business Combination with unredeemed proceeds

from the $ 300,000,000 Public Offering (see Note 3) and a $ 8,350,000 private placement (see Note 4).

Upon the closing of the Public Offering

and the private placement, $ 300,000,000 was deposited in a trust account (the “Trust Account”) at closing on January 14, 2021.

from the $ 300,000,000 Public Offering (see Note 3 and below) and a $ 8,350,000 private placement (see Note 4).

Upon the closing of the

Public Offering and the private placement, $ 300,000,000 was deposited in a trust account (the “Trust Account”) at closing

on January 14, 2021.

In January 2023, the following material transactions, among others,

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

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

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 outstanding.

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 , 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.

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

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.

Additionally, Paul J.

Zepf and David Apseloff resigned as officers of the Company.

There was no known disagreement with

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

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.

There was no known disagreement with 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 is reflected as a credit to operating expenses in the accompanying condensed statements of operations.

Trust Account:

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if any, which could have priority over the claims of the Company’s public shareholders.

On January 11, 2023, the Company’s shareholders voted to

extend the date by which the Company has to consummate a Business Combination from January 14, 2023 (the “Original Termination

Date”) to April 23, 2023 (the “Articles Extension Date”) and to allow the Company, without another shareholder

vote, to elect to extend the date to consummate a Business Combination on a monthly basis for up to nine times by an additional one

month each time up until the Termination Date of January 14, 2024.

Upon each of the nine one-month extensions, the Sponsor or one or

more of its affiliates, members or third-party designees may contribute to the Company $ 150,000 as a loan to be deposited into the

Trust Account.

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).

On January 11, 2023, the Company’s shareholders voted to extend

the date by which the Company has to consummate a Business Combination from January 14, 2023 to April 23, 2023 (the “Articles Extension

Date”) and to allow the Company, without another shareholder vote, to elect to extend the date to consummate a Business Combination

on a monthly basis for up to nine times by an additional one month each time up until the Termination Date of January 14, 2024.

of the nine one-month extensions, the Sponsor or one or more of its affiliates, members or third-party designees may contribute to the

Company $ 150,000 as a loan to be deposited into the Trust Account.

During the nine months ended on September 30, 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 $ 1,200,000 pursuant to the Extension Promissory Note - related

party (as defined below).

Subsequent to September 30, 2023, the Company approved one-month extensions for September, October and November

resulting in a new Termination Date of December 14, 2023.

Business Combination:

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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 (“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.

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

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

shares and Class B ordinary shares, par value $ 0.0001 per share (the “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.

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

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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

(“ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially funded at

$ 10.00 per public Class A ordinary share ($ 300,000,000 held in the Trust Account divided by 30,000,000 public shares), see however Note

3 regarding shareholder redemptions in January 2023.

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

(“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”).

The amount in the Trust Account

is initially funded at $ 10.00 per public Class A ordinary share ($ 300,000,000 held in the Trust Account divided by 30,000,000 public shares),

see however Note 3 regarding shareholder redemptions in January 2023.

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

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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.

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

Note 2 – Summary of Significant Accounting Policies

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dollars and in conformity with accounting principles generally accepted in the United States of America

(“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all

adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation

of the financial position and the results of operations and cash flows for the periods presented.

Certain information and disclosures

normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations.

results are not necessarily indicative of results for a full year or any future periods.

(“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring

adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position and the results of operations

and cash flows for the periods presented.

Certain information and disclosures normally included in financial statements prepared in accordance

with GAAP have been omitted pursuant to such rules and regulations.

Interim results are not necessarily indicative of results for a full

year or any future periods.

The accompanying unaudited condensed interim financial statements should

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 which contain the

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

financial statements included in the Company’s Annual Report which contains the audited financial statements and notes thereto as

of December 31, 2022 and for the year then ended.

Mandatory Liquidation and Going Concern:

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

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

At September 30, 2023, the Company has approximately $ 1,000 in cash

and approximately $ 3,696,000 in working capital deficit.

The Company has incurred significant costs and expects to continue to incur additional

costs in pursuit of its Business Combination.

Further, if the Company cannot complete a Business Combination within the Combination Period,

it could be forced to wind up its operations and liquidate unless it receives an extension approval from its shareholders.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the

date that the financial statements are issued.

In connection with its financial position and intention to complete a business combination,

the Company has secured financing from its Sponsor.

The Company’s plan to deal with these uncertainties is to use the financing

from the Sponsor to complete a Business Combination prior to deadline as extended from time to time.

There is no assurance that the Company’s

plans to consummate a Business Combination will be successful or successful within the Combination Period.

The unaudited condensed financial

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

Further, if the Company cannot complete an initial Business Combination within the Combination

Period, it could be forced to wind up its operations and liquidate unless it receives an extension approval from its shareholders.

conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year

after the date that the financial statements are issued.

In connection with its financial position and intention to complete a business

combination, the Company has secured financing from its Sponsor.

The Company’s plan to deal with these uncertainties is to use the

financing from the Sponsor to complete a Business Combination prior to the Termination Date.

There is no assurance for the Company

that, (1) the financing from the Sponsor will be adequate and (2) plans to consummate a Business Combination will be successful or successful

within the Combination Period.

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

outcome of this uncertainty.

Emerging Growth Company:

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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 effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 11,221,954 at September 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

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Three months ended

Six months ended

June 30, 2023

Nine months ended

September 30, 2023

Basic and diluted net income per ordinary share:

3 unchanged sentences

Three months ended

Six months ended

June 30, 2022

Nine months ended

September 30, 2022

Basic and diluted net income per ordinary share:

3 unchanged sentences

Concentration of Credit Risk:

The Company has significant cash balances at financial institutions

The Company can have significant cash balances at financial institutions

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

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

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

The Company had no cash equivalents at September 30, 2023 and December 31,

Fair Value Measurements:

The Company complies with FASB ASC 820, “Fair Value Measurements”

for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets

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

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

primarily due to the short-term nature of the instruments.

(“ASC 820”), for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period,

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

As of September 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 primarily due to the short-term nature of the instruments.

Fair value is defined as the price that would be received for sale

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These tiers include:

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.

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.

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

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It is at least reasonably possible that the estimate of

the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered

the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered

in formulating its estimate, could change in the near term due to one or more future confirming events.

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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:

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

Class A ordinary shares subject to redemption

consist of the following:

Gross proceeds of Public Offering

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( 265,050,000 )

( 26,068,281 )

Accretion of carrying value to redemption value

Balance at June 30, 2023

Balance at September 30, 2023

Income Taxes:

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There were no unrecognized tax benefits as

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.

of September 30, 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 September 30, 2023 or December 31, 2022.

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.

The Company is considered a Cayman Islands exempted company and is

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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 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,

which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period

end date while the warrants are outstanding.

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

815, “Derivatives and Hedging” (“ASC 815”).

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.

This assessment, which requires the use of professional judgment, is conducted at the time

of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity

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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.

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

Recent Accounting Pronouncements:

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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 and there is no impact

to the unaudited condensed financial statements - related party as further discussed in Note 4.

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

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Each Unit consists of one share of the Company’s

Class A ordinary shares, $ 0.0001 par value, one-sixth of one detachable redeemable warrant (the “Detachable Redeemable Warrants”)

and the contingent right to receive, in certain circumstances, in connection with the Business Combination, one-sixth of one distributable

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

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

A ordinary shares.

Class A ordinary shares, one-sixth of one detachable redeemable warrant (the “Detachable Redeemable Warrants”) and the contingent

right to receive, in certain circumstances, in connection with the Business Combination, one-sixth of one distributable 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.

Only whole Redeemable Warrants may be exercised.

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.

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 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.

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 (the “Public Warrants”).

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

5 unchanged sentences

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.

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 balance sheet.

Note 4 – Related Party Transactions

49 unchanged sentences

These holders will

be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale

be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale

under the Securities Act.

21 unchanged sentences

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.

During the nine months ended

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

As of September 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

7 unchanged sentences

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.

As of September 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.

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

Public Offering.

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

7 unchanged sentences

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

be converted into Warrants, at a price of $ 1.50 per warrant, each warrant exercisable for one Class A ordinary share of the Company.

Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Public Offering.

During the three and nine months ended September 30, 2023, the Company

made five and sixteen, respectively, drawdowns aggregating approximately $ 455,000 and $ 1,809,000 , 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 the

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

30, 2023 and December 31, 2022, the outstanding principal balance under the note was approximately $ 1,809,000 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.

Subsequent to September 30, 2023, in October and November 2023, the

Company borrowed an aggregate $ 450,383.33 to fund the monthly extension payments for those months and the payment that was initially not

paid in September.

In addition, the Company borrowed an additional approximately $ 25,000 subsequent to September 30, 2023 to fund working

capital needs.

Administrative Services Agreement:

5 unchanged sentences

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,

$ 75,000 and $ 225,000 were charged to general and administrative expenses during the three and nine months for both periods ended September

30, 2023 and 2022 for this agreement.

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

There were amounts of approximately $ 200,000 and $ 0 included in accrued liabilities at September

30, 2023 and December 31, 2022, respectively.

Note 5 – Accounting for Warrant Liability

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

At September 30, 2023 and December 31, 2022, there were 11,221,954

and 15,566,667 warrants, respectively, outstanding including 5,655,286 Public Warrants and 5,566,667 Private Placement Warrants outstanding

at September 30, 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 redeemed

in January 2023 are no longer available for exercise.

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 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:

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

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

September 30,

Quoted Prices

2 unchanged sentences

Private Placement Warrants

Warrant liability at December 31, 2021

Warrant liability at September 30, 2023

Quoted Prices

2 unchanged sentences

Private Placement Warrants

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.

Warrant liability at December 31, 2022

At September 30, 2023 the Company valued its Public Warrants by reference

to the publicly traded price of the Public Warrants.

The Company valued its Private Placement Warrants based on the closing price

of the Public Warrants since they are similar instruments.

At December 31, 2022, the Company valued its (a) Public Warrants based

on the closing price at September 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 or six months ended June 30, 2023 or the year ended December 31, 2022.

During the three and nine months ended September 30, 2023 the Company transferred its Public Warrants from Level 1 to

Level 2 based on the trading of the Public Warrants.

There were no transfers during the the year ended December 31, 2022.

Note 6 – Trust Account and Fair Value Measurement

The Company complies with FASB ASC 820, “Fair Value Measurements,”

for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets

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

The Company complies with FASB ASC 820 for its financial assets and

liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are

re-measured and reported at fair value at least annually.

Upon the closing of the Public Offering and the private placement,

10 unchanged sentences

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

account at June 30, 2023.

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

a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine

such fair value.

Since all of the Company’s permitted investments at December 31, 2022 consisted of money market funds meeting certain

conditions under Rule 2a-7 under the Investment Company Act of 1940, fair values of its investments are determined by Level 1 inputs utilizing

quoted prices (unadjusted) in active markets for identical assts or liabilities as follows:

account at September 30, 2023.

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

on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to

determine such fair value.

Since all of the Company’s permitted investments at December 31, 2022 consisted of money market funds

meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, fair values of its investments are determined by

Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows:

Money Market Fund

6 unchanged sentences

The authorized ordinary shares of the Company include 500,000,000 Class

A ordinary shares, par value, $ 0.0001 , and 50,000,000 Class B ordinary shares, par value, $ 0.0001 , or 550,000,000 ordinary shares in total.

The Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same

time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in connection with its

Business Combination.

Except with respect to matters pertaining to directors prior to the Business Combination, holders of the Company’s

Class A and Class B ordinary shares vote together as a single class and are entitled to one vote for each Class A and Class B ordinary

A ordinary shares and 50,000,000 Class B ordinary shares or 550,000,000 ordinary shares in total.

The Company may (depending on the terms

of the Business Combination) be required to increase the authorized number of shares at the same time as its shareholders vote on the

Business Combination to the extent the Company seeks shareholder approval in connection with its Business Combination.

Except with respect

to matters pertaining to directors prior to the Business Combination, holders of the Company’s Class A ordinary shares and Class

B ordinary shares vote together as a single class and are entitled to one vote for each Class A ordinary shares and Class B ordinary shares.

The Founder Shares are subject to vesting as follows:

5 unchanged sentences

of the Business Combination will be cancelled.

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

At September 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 ,

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

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

Preference Shares:

The Company is authorized to issue 5,000,000 preference shares, par

value $ 0.0001 , with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s

board of directors.

At June 30, 2023 and December 31, 2022, there were no 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.

value $ 0.0001 (the “Preference shares”), with such designations, voting and other rights and preferences as may be determined

from time to time by the Company’s board of directors.

At September 30, 2023 and December 31, 2022, there were no Preference shares

issued or outstanding.

Note 8 – Commitments and Contingencies

13 unchanged sentences

COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the pandemic could have an effect on the

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 unaudited

condensed financial statements.

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

outcome of this uncertainty.

Company’s unaudited condensed 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 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

6 unchanged sentences

liquidity, business and financial condition.

Conflict in Ukraine — In February 2022, the Russian Federation

and Belarus commenced a military action against the country of Ukraine.

As a result of this action, various nations, including the United

States, have instituted economic sanctions against the Russian Federation and Belarus.

The impact of this action and related sanctions

on the world economy is not determinable as of the date of these unaudited condensed financial statements.

Certain repurchases of stock (including redemptions) by publicly traded

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

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

federal 1 % excise tax on certain repurchases (including redemptions) of stock

by publicly traded domestic (i.e., U.S.) corporations, among others.

The excise tax is imposed on the repurchasing corporation itself,

not its stockholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the shares

repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted

to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable

In addition, certain exceptions apply to the excise tax.

The IR Act applies to repurchases that occur after December 31, 2022.

Whether and to what extent the Company would be subject to the excise

tax in connection with a Business Combination, liquidation or partial redemption would depend on a number of factors.

Ongoing Conflicts — The impact of ongoing and evolving military

conflicts, including the invasion of Ukraine by Russia and the Israel-Hamas war, and economic sanctions and countermeasures on domestic

and global economic and geopolitical conditions in general is not determinable as of the date of these condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements