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Item 1. Financial Statements

2024-05-15 compared with 2023-11-14 · 428 added, 380 removed, 447 unchanged (64% of the section changed)

1 unchanged sentence

Global Partner Acquisition Corp II

Condensed Balance Sheets

September 30,

Condensed Consolidated Balance Sheets

Current assets -

Cash and cash equivalents

Prepaid expenses

Total current assets

Cash held in the Trust Account

Investments held in Trust Account

$ 304,784,000

Cash held in Trust Account

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

11 unchanged sentences

Class A ordinary shares subject to possible redemption;

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)

1,794,585 and 3,931,719 shares, respectively (at approximately $ 11.26 and $ 11.12 per share at March 31, 2024 and December 31, 2023, respectively)

Shareholders’ deficit:

Preference shares, $ 0.0001 par value;

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

5,000,000 shares authorized, none issued or outstanding at March 31, 2024 and December 31, 2023

Class A ordinary shares, $ 0.0001 par value, 500,000,000 authorized shares, - 0 - issued and outstanding (excluding 1,794,585 and 3,931,719 shares, respectively, subject to possible redemption at March 31, 2024 and December 31, 2023)

Class B ordinary shares, $ 0.0001 par value, 50,000,000 authorized shares, 7,500,000 shares issued and outstanding at March 31, 2024 and December 31, 2023

Additional paid-in capital

6 unchanged sentences

Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ deficit

$ 304,784,000

See accompanying unaudited condensed notes to financial

See accompanying notes to unaudited condensed consolidated financial

Global Partner Acquisition Corp II

Condensed Statements of Operations

Condensed Consolidated Statements of Operations

For the three months ended

For the nine months ended

September 30,

General and administrative expenses

Settlement and release of liabilities

Gain from settlement and release of liabilities

( 2,961,000 )

1 unchanged sentence

( 2,091,000 )

( 1,731,000 )

Other income (expense)

2 unchanged sentences

Change in fair value of warrant liability

Net income (loss)

( 2,020,000 )

Net (loss) income

$ ( 2,459,000 )

Weighted average Class A ordinary shares outstanding – basic and diluted

Net income per Class A ordinary share – basic and diluted

Net (loss) income per Class A ordinary share – basic and diluted

Weighted average Class B ordinary shares outstanding – basic and diluted

Net income per Class B ordinary share – basic and diluted

See accompanying notes to unaudited condensed financial

Net (loss) income per Class B ordinary share – basic and diluted

See accompanying notes to unaudited condensed consolidated

financial statements.

Global Partner Acquisition Corp II

Condensed Statements of Changes in Shareholders’

For the three months ended September 30, 2023:

Class B Ordinary Shares

Shareholders’

Balances, June 30, 2023, (unaudited)

$ ( 13,991,000 )

$ ( 13,990,000 )

Accretion in value of Class A ordinary shares subject to redemption

Balances, September 30, 2023 (unaudited)

$ ( 14,308,000 )

$ ( 14,307,000 )

For the nine months ended September 30, 2023:

Condensed Consolidated Statements of Changes

in Shareholders’ Deficit

For the three months ended March 31, 2024 :

Class B Ordinary Shares

3 unchanged sentences

$ ( 18,673,000 )

Accretion in value of Class A ordinary shares subject to redemption

( 2,998,000 )

Balances, September 30, 2023 (unaudited)

$ ( 14,308,000 )

$ ( 14,307,000 )

For the three months ended September 30, 2022:

Class B Ordinary Shares

Shareholders’

Balances, June 30, 2022 (unaudited)

$ ( 15,606,000 )

$ ( 15,605,000 )

Accretion in value of Class A ordinary shares subject to redemption

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

Net (loss) income

( 2,459,000 )

Balances, September 30, 2022 (unaudited)

Balances, March 31, 2024 (unaudited)

$ ( 21,406,000 )

$ ( 21,405,000 )

For the nine months ended September 30, 2022:

For the three months ended March 31, 2023 :

Class B Ordinary Shares

3 unchanged sentences

$ ( 14,734,000 )

Accretion in value of Class A ordinary shares subject to redemption

Accretion in value of Class A ordinary shares subject to possible

( 1,371,000 )

Balances, September 30, 2022 (unaudited)

Balances, March 31, 2023 (unaudited)

$ ( 15,192,000 )

$ ( 15,191,000 )

See accompanying notes to unaudited condensed financial

See accompanying notes to unaudited condensed consolidated

financial statements.

Global Partner Acquisition Corp II

Condensed Statements of Cash Flows

September 30,

Condensed Consolidated Statements of Cash Flows

For the three months ended

Cash flow from operating activities:

Net (loss) income

$ ( 2,459,000 )

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

Income from cash and investments held in Trust Account

( 1,798,000 )

( 1,946,000 )

Change in fair value of warrant liability

( 11,986,000 )

Write-off contingent warrants associated with shares redeemed

Write-off of contingent warrants associated with shares redeemed in 2023

Changes in operating assets and liabilities:

(Increase) decrease in prepaid expenses

Increase (decrease) in accounts payable

(Increase) in prepaid expenses

(Decrease) in accounts payable

Increase (decrease) in accrued liabilities and other

3 unchanged sentences

Cash deposited in Trust Account

( 1,200,000 )

Cash withdrawn from Trust Account to pay redemptions

1 unchanged sentence

Cash flows from financing activities:

Redemption of 26,068,281 Class A common shares

Redemption of 2,137,134 and 26,068,281 Class A common shares in 2024 and 2023, respectively

( 23,768,000 )

Advances and repayment of promissory note – related party

( 265,050,000 )

Repayment of promissory note – related party

Proceeds of Extension Promissory Note – related party

2 unchanged sentences

Net change in cash

Cash at beginning of the period

Cash at end of the period

See accompanying notes to unaudited condensed financial

Cash and cash equivalents at beginning of the period

Cash and cash equivalents at end of the period

Supplemental disclosure of non-cash financing activities:

Settlement and release of liabilities

See accompanying notes to unaudited condensed consolidated

financial statements.

Global Partner Acquisition Corp II

Notes to Condensed Financial Statements

September 30, 2023

Notes to Condensed Consolidated Financial Statements

March 31, 2024

Note 1 – Description of Organization and Business Operations

Global Partner Acquisition Corp II (the “Company”) was

incorporated under the laws of the Cayman Islands as an exempted company on November 3, 2020.

The Company was formed for the purpose of

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

or more businesses (the “Business Combination”).

The Company is an “emerging growth company,” as defined in Section

2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups

Act of 2012 (the “JOBS Act”).

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

Global Partner Acquisition Corp II was incorporated under the laws

of the Cayman Islands as an exempted company on November 3, 2020.

Together with its wholly owned subsidiaries Strike Merger Sub I, Inc.,

a Delaware corporation and a direct wholly-owned subsidiary of GPAC II (“First Merger Sub”) and Strike Merger Sub II, LLC.,

a Delaware limited liability company and a direct wholly-owned subsidiary of GPAC II (“Second Merger Sub”), both incorporated

or formed in Delaware in November 2023 (collectively the “Company” and “GPAC II”), the Company was formed for

the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination

with one or more businesses (the “Business Combination”).

The Company is an “emerging growth company,” as defined

in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business

Startups Act of 2012 (the “JOBS Act”).

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

All activity for the period from November 3, 2020 (inception) to March 31, 2024 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,

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

at the earliest.

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, 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.

In January 2023, the shareholders of the Company (the “shareholders”)

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, 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 19, 2024 (the “Form 10-K”), the amended report on Form 10-K/A filed on April 22, 2024 amending

the Form 10-K (the “Form 10-K/A”, and together with Form 10-K, the “Annual Report”), and the Form 8-K filed with

the Securities and Exchange Commission (the “SEC”) on January 18, 2023.

On January 9, 2024, in connection with the 2024 Extension Meeting (as

defined below), there was a further extension of the date to complete a business combination resulting in a new date upon which the Company

must complete a Business Combination (the “New Termination Date”), as well as shareholder redemptions of 2,137,134 Class A

Ordinary Shares for approximately $ 23,615,000 and non-redemption agreements with holders of 1,503,254 Class A Ordinary Shares in exchange

for the transfer of 127,777 Class B ordinary shares, par value $ 0.0001 per share (the “Class B Ordinary Shares” and together

with Class A Ordinary Shares, the “Ordinary Shares”), following the conversion of 7,400,000 Class B Ordinary Shares into Class

A Ordinary Shares, and the increase in the amount available to the Company under the extension promissory notes among other items, as

discussed in various notes below regarding the 2024 Extension Meeting and as described in the Form 8-K filed with the SEC on January 16,

2024 and April 8, 2024.

All dollar amounts are rounded to the nearest thousand dollars.

7 unchanged sentences

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:

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.

In January 2023, the following material transactions, among

others, changed the control of the Company and its resources, all as further discussed in these notes to condensed consolidated

financial statements, as follows:

On January 11, 2023, the Company held the 2023 Extension Meeting (as defined below) of its shareholders in which the shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association (the “2023 Extension Amendment Proposal”) to extend the date required to complete a Business Combination.

In connection with the vote to approve the 2023 Extension Amendment Proposal, the holders of 26,068,281 Class A Ordinary Shares 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 is being loaned to the Company in accordance with the January 13, 2023 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.

Pursuant to the Investment Agreement, the Sponsor 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 the Company.

2 unchanged sentences

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.

See also below regarding the 2024 Extension Meeting.

Trust Account:

4 unchanged sentences

government treasury obligations

or money market fund held in the Trust Account.

or money market funds held in the Trust Account.

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

7 unchanged sentences

dissolution expenses, none of the funds held in trust will be released until the earliest of (a) the completion of the initial Business

Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s

amended and restated memorandum of association (i) to modify the substance or timing of the Company’s obligation to redeem 100 %

of the public shares if the Company does not complete the initial Business Combination by the date by which the Company is required to

consummate a business combination pursuant to the amended and restated memorandum and articles of association, January 14, 2024 if extended

per below (previously January 14, 2023) (the “Termination Date”), or (ii) with respect to any other provision relating to

shareholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable

to complete the initial Business Combination by the Termination Date, subject to applicable law, which includes the extended time that

the Company has to consummate a Business Combination beyond the Termination Date as a result of a shareholder vote to amend the Company’s

amended and restated articles of incorporation.

The proceeds deposited in the Trust Account could become subject to the claims of creditors,

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

Combination, (b) the redemption of any Class A Ordinary Shares that are not subject to all the restrictions applicable to Class B Ordinary

Shares under the terms of that certain letter agreement, dated as of January 11, 2021, by and among the Company and its officers, its

directors and the Sponsor (as amended) (the “Public Shares”) properly submitted in connection with a shareholder vote to amend

the Company’s amended and restated memorandum of association (i) to modify the substance or timing of the Company’s obligation

to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination by the date by which the Company

is required to consummate a business combination pursuant to the amended and restated memorandum and articles of association, July 14,

2024 if extended per below (previously January 14, 2023 and then January 14, 2024 as discussed below) (the “Termination Date”),

or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity, and (c) the redemption

of the Public Shares if the Company is unable to complete the initial Business Combination by the Termination Date, subject to applicable

law, which includes the extended time that the Company has to consummate a Business Combination beyond the Termination Date as a result

of a shareholder vote to amend the Company’s amended and restated articles of incorporation.

The proceeds deposited in the Trust

Account could become subject to the claims of creditors, if any, which could have priority over the claims of holders of Public Shares.

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.

the date by which the Company has to consummate a Business Combination from January 14, 2023 to April 23, 2023 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 the year ended on December 31, 2023 the board of directors of the Company approved (i) one-month extensions

of the Termination Date in from April through December, resulting in a new Termination Date of January 14, 2024, and (ii) draws of an

aggregate of $ 1,800,000 pursuant to the Extension Promissory Note - related party (as defined below) to fund the extensions.

On January 9, 2024, the Company held the extraordinary general meeting

of shareholders of the Company (the “2024 Extension Meeting”) to amend (the “2024 Articles Amendment”), by way

of special resolution, the Company’s amended and restated memorandum and articles of association to extend the date by which the

Company has to consummate a Business Combination until the New Termination Date for a total of an additional six months after January

14, 2024, unless the closing of a Business Combination shall have occurred prior thereto (collectively, the “2024 Extension Amendment

to eliminate, by way of special resolution, from the amended and restated memorandum and articles of association the

limitation that GPAC II may not redeem Class A Ordinary Shares to the extent that such redemption would result in GPAC II having net tangible

assets of less than $ 5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective

of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”);

by way of special resolution, that Public Shares may be issued to the Sponsor by way of conversion of Class B Ordinary Shares, into Public

Shares, despite the restriction on issuance of additional Public Shares (the “Founder Conversion Amendment Proposal” and together

with the 2024 Extension Amendment Proposal and Redemption Limitation Amendment Proposal, the “Proposals”);

and, if required

an adjournment proposal to adjourn, by way of ordinary resolution, the 2024 Extension Meeting to a later date or dates, if necessary,

(i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the 2024 Extension Meeting, there

are insufficient Ordinary Shares at the 2024 Extension Meeting to approve the Proposals, or (ii) where the board of directors of the Company

has determined it is otherwise necessary (the “Adjournment Proposal”).

The shareholders of the Company approved the Proposals

at the 2024 Extension Meeting and on January 11, 2024, the Company filed the 2024 Articles Amendment with the Registrar of Companies of

the Cayman Islands.

Also, on January 9, 2024 and in connection with the 2024 Extension

Meeting to approve the 2024 Extension Amendment Proposal, the Company’s Sponsor entered into non-redemption agreements

(the “Non-Redemption Agreements”) with several unaffiliated third parties, pursuant to which such third parties

agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,503,254 Class A Ordinary Shares of the

Company in connection with the 2024 Extension Amendment Proposal.

In exchange for the foregoing commitments not to redeem such Class A

Ordinary Shares of the Company, the Sponsor agreed to transfer or cause to be issued for no consideration, an aggregate of 127,777 Ordinary

Shares and simultaneous forfeiture of 127,777 Ordinary Shares in connection with the Company’s completion of its initial Business

Business Combination:

21 unchanged sentences

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 seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Ordinary Shares

voted are voted in favor of the Business Combination.

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

7 unchanged sentences

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

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 the Public Offering.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation:

The accompanying unaudited condensed interim financial statements of

the Company are presented in U.S.

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

(“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 which contains the audited financial statements and notes thereto as

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

see however Note 3 regarding shareholder redemptions in both January 2024 and 2023.

As further discussed above, the Company will have until the New Termination

Date, that was proposed to and approved by the Company’s shareholders on January 9, 2024 in the form of an amendment to the Company’s

amended and restated memorandum and articles of association.

If the Company does not complete a Business Combination by the New Termination

Date, 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 Founder 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 by the New Termination Date.

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 the Public Offering.

Mandatory Liquidation and Going Concern:

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

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

At March 31, 2024, the Company had approximately $ 2,000 in cash and

approximately $ 9,927,000 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 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

Further, if the Company cannot complete an initial Business Combination by July 14, 2024,

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 unaudited condensed consolidated 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

by July 14, 2024.

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

outcome of this uncertainty.

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation:

The unaudited condensed consolidated financial statements include the

accounts of the Company and its wholly-owned subsidiaries, First Merger Sub and Second Merger Sub, both formed to facilitate the acquisition

of Stardust Power Inc., a Delaware corporation (“Stardust Power”) (Note 2).

All significant intercompany balances and transactions

have been eliminated in consolidation.

Basis of Presentation:

The accompanying unaudited condensed consolidated interim financial

statements of the Company are presented in U.S.

dollars and in conformity with accounting principles generally accepted in the United

States of America (“U.S.

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 U.S.

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 consolidated 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 which contains the audited financial statements and notes thereto

as of December 31, 2023 and for the year then ended.

Emerging Growth Company:

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from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not

had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act)

are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out

of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election

to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when an accounting

standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth

company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Net Income per Ordinary Share:

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

had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange

Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition

period which means that when an accounting standard is issued or revised and it has different application dates for public or private

companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new

or revised standard.

Net (Loss) Income per Ordinary Share:

Net (loss) income per Ordinary Share is computed by dividing (loss) 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 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

the effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 10,551,283 at March 31, 2024

( 11,221,954 at December 31, 2023) Class A Ordinary Shares in the calculation of diluted (loss) 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.

As a result, diluted (loss) income per Ordinary Share

is the same as basic (loss) income per Ordinary Share for the period.

The Company complies with the accounting and disclosure requirements

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Income and losses are shared pro rata among the two classes of shares.

Net income per ordinary share

is calculated by dividing the net income by the weighted average number of ordinary shares outstanding during the respective period.

changes in redemption value that are accreted to Class A ordinary subject to redemption (see below) is representative of fair value and

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

Net (loss) income per Ordinary Share

is calculated by dividing the net (loss) income by the weighted average number of Ordinary Shares outstanding during the respective period.

changes in redemption value that are accreted to Public Shares subject to redemption (see below) is representative of fair value and therefore

is not factored into the calculation of earnings per share.

The following tables reflect the earnings per share after allocating

income between the shares based on outstanding shares:

(loss) income between the shares based on outstanding shares:

Three months ended

Nine months ended

September 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

Nine months ended

September 30, 2022

Basic and diluted net income per ordinary share:

Allocation of income – basic and diluted

March 31, 2024

March 31, 2023

Basic and diluted net (loss) income per Ordinary Share:

Allocation of (loss) income– basic and diluted

$ ( 519,000 )

$ ( 1,940,000 )

Basic and diluted weighted average Ordinary Shares:

Basic and diluted net income per ordinary share

Basic and diluted (loss) income per Ordinary Share

Concentration of Credit Risk:

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

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

The Company had no cash equivalents at March 31, 2024 and December 31, 2023.

Fair Value Measurements:

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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.

As of March 31, 2024 and December

31, 2023, 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

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

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).

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:

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Use of Estimates:

The preparation of financial statements in conformity with U.S.

requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of expenses during the reporting

Making estimates requires management to exercise significant judgment.

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 statements, which management considered

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

One of the more significant estimates

included in these financial statements is the determination of the fair value of the warrant liability.

Such estimates may be subject

to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

The preparation of condensed consolidated financial statements in

conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated balance

sheet and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant

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 condensed consolidated financial statements, which management considered in formulating its estimate,

could change in the near term due to one or more future confirming events.

One of the more significant estimates included in these

condensed consolidated financial statements is the determination of the fair value of the warrant liability.

Such estimates may be

subject to change as more current information becomes available and accordingly the actual results could differ significantly from

those estimates.

Offering Costs:

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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 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

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 reducing the

number of Class A ordinary shares to 3,931,719 .

The Company recognizes changes immediately as they occur and adjusts

the carrying value of the securities at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable

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

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

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:

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.

All of the Public Shares are redeemable, and are subject to redemption on the

enclosed condensed consolidated balance sheets.

On January 9, 2024, in connection with the vote to approve the 2024

Extension Amendment Proposal, the holders of 2,137,134 Class A Ordinary Shares of the Company exercised their right to redeem their shares

for cash at a redemption price of approximately $ 11.05 per share for an aggregate redemption amount of approximately $ 23,615,000 reducing

the number of Class A Ordinary Shares from 3,931,719 to 1,794,585 .

Previously, on January 11, 2023, in connection with the vote to approve

the 2023 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

reducing the number of Class A Ordinary Shares to 3,931,719 .

The Company recognizes changes immediately as they occur and

adjusts the carrying value of the securities at the end of each reporting period.

Increases or decreases in the carrying amount of

redeemable Class A Ordinary Shares are affected by adjustments to additional paid-in capital.

Accordingly, 1,794,585 and 3,931,719

shares, respectively, were classified outside of permanent deficit at March 31, 2024 and December 31, 2023.

Public Shares

subject to possible redemption consist of the following:

Gross proceeds of Public Offering

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Accretion of carrying value to redemption value

Balance at September 30, 2023

Balance at December 31, 2023

Public Shares redeemed on January 9, 2024

( 23,768,000 )

( 2,137,134 )

Accretion of carrying value to redemption value

Balance at March 31, 2024 (unaudited)

Income Taxes:

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There were no unrecognized tax benefits as

of September 30, 2023 and December 31, 2022.

of March 31, 2024 and December 31, 2023.

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.

No amounts were accrued for the payment of interest and penalties at March 31, 2024 or December 31, 2023.

The Company is

currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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

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Changes in the estimated fair value of the

warrants are recognized as a non-cash gain or loss on the statement of operations.

Costs associated with issuing the warrants accounted

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

warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statement of operations.

Costs associated with

issuing the warrants accounted 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 September 30, 2023.

after the date of the unaudited condensed consolidated balance sheet through the date that the unaudited condensed consolidated 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.

On April 5, 2024, the Sponsor converted 7,400,000 Class B Ordinary

Shares into Class A Ordinary Shares, on a one-for-one basis.

The Sponsor waived any right to receive funds from the Company’s Trust

Account with respect to the Class A Ordinary Shares received upon such conversion and acknowledged that such shares will be subject to

all of the restrictions applicable to the Class B Ordinary Shares under the terms of that certain letter agreement, dated as of January

11, 2021, by and among the Company and its officers, its directors and the Sponsor (as amended).

Following the conversion, the Company

had a total of 9,194,585 Class A Ordinary Shares and 100,000 Class B Ordinary Shares outstanding.

On April 24, 2024, the Company, First Merger Sub, Second Merger Sub,

and Stardust Power, entered into Amendment No.

1 (the “Amendment”) to that certain Business Combination Agreement, dated November

21, 2023, (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business

Combination Agreement”), to, among other things, (i) amend the definition of “Equity Value” and (ii) amend the definition

of “Alternative Financing.” Other than the terms of the Amendment, all of the terms, covenants, agreements, and conditions

of the Business Combination Agreement remain in full force and effect in accordance with its original terms.

Recent Accounting Pronouncements:

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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

yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed

financial statements.

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

Management does not believe that any other recently issued, but

not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited

condensed consolidated financial statements.

Note 3 – Public Offering

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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.

does not complete its initial Business Combination on or prior to the New Termination Date, 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

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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

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

During the three months

ended March 31, 2024, both of the underwriters agreed to waive their right to the deferred underwriting fee in connection with the completion

of a business combination.

As such, the $ 10,500,000 liability will be reversed in connection with the closing of an initial business combination.

Shareholders approved the 2023 Extension Amendment Proposal at the

extraordinary general meeting held on January 11, 2023 (the “2023 Extension Meeting”) and on January 11, 2023, in connection

with the 2023 Extension Amendment Proposal 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 consolidated balance sheet.

On January 11, 2024, in connection with the 2024 Extension Meeting,

holders of 2,137,134 Class A Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately

$ 11.05 per share, for an aggregate redemption amount of approximately $ 23,615,331 .

In addition, 356,189 contingent Distributable

Redeemable Warrants will no longer be available to the former holders of the 2,137,134 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.

amount of those warrants has been removed from the warrant liabilities on the unaudited condensed consolidated balance sheet at March

In addition, 356,189 contingent redeemable warrants will no longer be available to the former holders of the 2,137,134 Class

A ordinary shares redeemed and so the carrying amount of those warrants was removed from the warrant liabilities on the unaudited condensed

consolidated balance sheet and included in the fair value adjustment at March 31, 2024 due to its immateriality.

Note 4 – Related Party Transactions

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resulting in there being an aggregate of 7,500,000 Founder Shares issued.

The Founder Shares are substantially identical to the Class

A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares automatically convert into Class A

ordinary shares at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, and are subject

to certain transfer restrictions, as described in more detail below, and the Founder Shares are subject to vesting as follows:

the completion of a Business Combination and then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement)

exceeding 20%, 30%, 40% and 50%.

Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances.

Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled.

The Founder Shares are substantially identical to Class A Ordinary

Shares included in the Units sold in the Public Offering except that the Founder Shares that are currently still Class B Ordinary Shares

will automatically convert into Class A Ordinary Shares, on a one-for-one basis, at the time of the initial Business Combination, or at

any time prior thereto at the option of the holder, and are subject to certain transfer restrictions, as described in more detail below,

and the Founder Shares are subject to vesting as follows:

50% upon the completion of a Business Combination and then 12.5% on each of

the attainment of Return to Shareholders (as defined in the agreement) exceeding 20%, 30%, 40% and 50%.

Certain events, as defined in

the agreement, could trigger an immediate vesting under certain circumstances.

Founder Shares that do not vest within an eight-year period

from the closing of the Business Combination will be cancelled.

The Sponsor agreed to forfeit up to 625,000 Founder Shares to the extent

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

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.

As of March 31, 2024 and December

31, 2023, the outstanding principal balance under the August 1, 2022 Note was $ 755,000 and $ 755,000 , respectively.

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

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 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, 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.

date of maturity of the August 1, 2023 Note (as defined below) 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

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 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 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.

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, 2024, no amounts have

been drawn down and there was no outstanding principal balance under the January 3, 2023 Note.

At the election of the Sponsor or its registered

assigns or successors in interest (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, 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 the promissory note (the “January

13, 2023 Note”) in the principal amount of up to $ 4,000,000 , as amended on February 13, 2024, 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, up to $ 1,750,000 of the

January 13, 2023 Note may be converted, at the option of the lender, into Warrants, at a price of $ 1.50 per warrant, each warrant exercisable

for one Class A Ordinary 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 months ended March 31, 2024 and 2023, the Company

made drawdowns aggregating approximately $ 461,000 and $ 604,000 , respectively, under the January 13, 2023 Note for working capital and

in order to pay extension payments.

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.

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

principal balance under the January 13, 2023 Note was approximately $ 3,186,000 and $ 2,726,000 , respectively.

Subsequent to March 31, 2024 the Company borrowed an aggregate $ 130,406

to fund working capital needs.

Administrative Services Agreement:

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website, and miscellaneous additional services.

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.

Services commenced on the date the securities are first listed on Nasdaq 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 $ 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 $ 200,000 and $ 0 included in accrued liabilities at September

30, 2023 and December 31, 2022, respectively.

$ 75,000 was charged to general and administrative expenses during each of the three periods ended March 31, 2024 and 2023 for this agreement.

There were amounts of approximately $ 350,000 and $ 275,000 included in accrued liabilities at March 31, 2024 and December 31, 2023, respectively.

Note 5 – Accounting for Warrant Liability

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.

At March 31, 2024 and December 31, 2023, there were 10,551,283 and

11,221,954 warrants, respectively, outstanding including 4,984,616 Public Warrants and 5,566,667 Private Placement Warrants outstanding

at March 31, 2024 and 5,655 ,286Public Warrants and 5,566,667 Private Placement Warrants outstanding at December 31, 2023.

of 4,700,903 of the original 5,000,000 contingent redeemable warrants that would have been exercisable by the former holders of the 2,137,134

Class A Ordinary Shares redeemed in January 2024 and 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

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The following tables present information about the Company’s

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,

warrant liabilities that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023 and indicate the fair

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

Description (unaudited)

Quoted Prices

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Private Placement Warrants

Warrant liability at September 30, 2023

Warrant liability at March 31, 2024

Quoted Prices

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Warrant liability at December 31, 2023

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.

At March 31, 2024 and December 31, 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.

The warrant liabilities are not subject to qualified hedge accounting.

1 unchanged sentence

reporting period.

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.

During the three months ended March 31, 2024 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 year ended December 31, 2023.

Note 6 – Trust Account and Fair Value Measurement

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a total of $ 300,000,000 was deposited into the Trust Account.

On January 11, 2023, shareholders redeemed 26,068,281 Class A ordinary

shares at $ 10.167 per share, approximately $ 265,050,000 , from the Trust Account and from Class A ordinary shares subject to redemption

as further discussed in these notes to condensed financial statements.

As further discussed in these notes to unaudited condensed consolidated

financial statements, on January 9, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134 Class A Ordinary Shares

exercised their right to redeem their shares for cash at a redemption price of approximately $ 11.05 per share, for an aggregate redemption

amount of approximately $ 23,615,000 .

Further, on January 11, 2023, in connection with the 2023 Extension Meeting, holders of 26,068,281

Class A Ordinary Shares exercised their right to redeem their shares for cash at $ 10.16 per share, for an aggregate redemption amount

of approximately $ 265,050,000 .

The Company classifies its U.S.

5 unchanged sentences

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

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

$ 304,675,000

account at March 31, 2024 and December 31, 2023.

Note 7 – Shareholders’ Deficit

Ordinary Shares:

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

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 authorized Ordinary Shares include 500,000,000 Class 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:

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of the Business Combination will be cancelled.

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 September 30, 2023 and December 31, 2022).

At March 31, 2024 and December 31, 2023, there were 7,500,000 Class B

Ordinary Shares issued and outstanding, and 0 Class A Ordinary Shares issued and outstanding (after deducting 1,794,585

and 3,931,719 , respectively, Class A Ordinary Shares subject to possible redemption at March 31, 2024 and December 31, 2023).

Preference Shares:

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

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

At March 31, 2024 and December 31, 2023, there were no Preference shares

issued or outstanding.

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Risks and Uncertainties:

COVID-19 — Management continues to evaluate the impact of the

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 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.

COVID-19 — Management continues to evaluate the impact of

the 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 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 consolidated financial statements.

These unaudited condensed consolidated

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

Bank Closures — Management acknowledges that the Company depends

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liquidity, business and financial condition.

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.

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

consolidated financial statements.

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

What changed 10-Q

Item 1. Financial Statements