Restatement of Previously Issued Financial Statements | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Restatement Background In connection with the preparation of the Company’s consolidated financial statements as of December 31, 2023, management determined it should restate its previously reported condensed consolidated financial statements for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023. The Company previously accounted for its subscription liability as a liability classified derivative instrument which resulted in the Company remeasuring the derivative instrument at fair value at each reporting period with the changes in fair value recorded within earnings. The need for the restatement arose out of the results of certain financial analysis the Company performed in the course of preparing a response to a comment letter received by the United States Securities and Exchange Commission on February 1, 2024, related to the Company’s Registration Statement on Form S-4 filed January 5, 2024. As a result of this analysis, the Company concluded that the transaction underlying the subscription liability was representative of the issuance of multiple freestanding instruments in a bundled transaction which should not have been remeasured at fair value at each reporting period and should have been accounted for using the relative fair value method of accounting in accordance with ASC 470 as previously concluded during the Company’s assessment of the Subscription Agreement. The error occurred as a result of the lack of certain financial analysis and management review in the course of preparing its consolidated financial statements during the periods previously identified above. As a result of the error, the subscription liability and corresponding debt discount recorded within the condensed consolidated balance sheets was overstated, and the change in fair value recorded within the condensed consolidated statements of operations resulted in the recognition of additional (expense) and income for certain periods as identified above. This resulted in an adjustment to the carrying value of debt discount, net of amortization, subscription liability, additional paid-in capital and accumulated deficit on the condensed balance sheet with the offset recorded to change in fair value of subscription liability and interest expense – debt discount on the condensed statement of operations. In connection with the changes listed above, the Company also restated its earnings per share. The restatement had no impact on the Company’s cash position or amount held in the trust account. The relevant unaudited interim financial information for the quarterly periods ended March 30, 2023, June 30, 2023, and September 30, 2023, is included in Note 11, Quarterly Financial Information (Unaudited). The categories of misstatements and their impact on the previously issued financial statements are described in more detail in the tables below. As previously disclosed, the Company determined that its subscription liability, net of debt discount as of the aforementioned periods had been misstated. The Company concluded that the impact of applying correction for these errors and misstatements on the aforementioned financial statements is material. Description of Misstatements Misstatements Associated with Subscription Liability (a) Subscription liability The Company previously accounted for its subscription liability as a liability classified derivative instrument which resulted in the Company remeasuring the derivative instrument at fair value at each reporting period with the changes in fair value recorded within earnings. However, the subscription liability should not have been remeasured at fair value at each reporting period and should have been accounted for using the relative fair value method of accounting in accordance with ASC 470. The subscription liability recorded within the condensed consolidated balance sheets was overstated, and the change in fair value recorded within the condensed consolidated statements of operations resulted in the recognition of additional (expense) and income for certain periods as identified above. (b) Debt discount The debt discount corresponding to the subscription liability recorded within the condensed consolidated balance sheets was overstated, and the amortization of the debt discount within the condensed consolidated statements of operations resulted in the recognition of additional (expense) and income for certain periods as identified above. (c) Additional paid-in capital The correction of the subscription liability resulted in an increase in additional paid-in capital. (d) Accumulated deficit The correction of the subscription liability and debt discount resulted in additional (expense) and income for certain periods as identified above. Description of Restatement Tables The impact of the revision on the Company’s financial statements is reflected in the following table: As Reported Adjustment As Restated Unaudited Condensed Consolidated Balance Sheet as of September 30, 2023 Debt discount $ 4,372,334 $ (4,372,334 ) $ — Total assets $ 39,589,273 $ (4,372,334 ) $ 35,216,939 Subscription liability $ 9,191,162 $ (9,191,162 ) $ — Subscription liability, net of debt discount $ — $ 1,060,112 $ 1,060,112 Total current liabilities $ 14,676,822 $ (8,131,050 ) $ 6,545,772 Total liabilities $ 15,435,255 $ (8,131,050 ) $ 7,304,205 Additional paid-in capital $ 5,404,501 $ 914,776 $ 6,319,277 Accumulated deficit $ (16,347,949 ) $ 2,843,940 $ (13,504,009 ) Total shareholders’ deficit $ (10,942,649 ) $ 3,758,716 $ (7,183,933 ) Total liabilities, redeemable ordinary shares and shareholders’ deficit $ 39,589,273 $ (4,372,334 ) $ 35,216,939 As Reported Adjustment As Restated Unaudited Condensed Consolidated Balance Sheet as of June 30, 2023 Debt discount $ 2,479,445 $ (2,479,445 ) $ — Total assets $ 57,707,827 $ (2,479,445 ) $ 55,228,382 Subscription liability $ 1,946,467 $ (1,946,467 ) $ — Subscription liability, net of debt discount $ — $ 467,274 $ 467,274 Total current liabilities $ 7,382,247 $ (1,479,193 ) $ 5,903,054 Total liabilities $ 7,805,705 $ (1,479,193 ) $ 6,326,512 Additional paid-in capital $ 6,488,812 $ 423,601 $ 6,912,413 Accumulated deficit $ (11,742,106 ) $ (1,423,853 ) $ (13,165,959 ) Total shareholders’ deficit $ (5,252,495 ) $ (1,000,252 ) $ (6,252,747 ) Total liabilities, redeemable ordinary shares and shareholders’ deficit $ 57,707,827 $ (2,479,445 ) $ 55,228,382 As Reported Adjustment As Restated Unaudited Condensed Consolidated Balance Sheet as of March 31, 2023 Subscription liability $ 800,746 $ (800,746 ) $ — Subscription liability, net of debt discount $ — $ 251,880 $ 251,880 Total current liabilities $ 6,533,748 $ (548,866 ) $ 5,984,882 Total liabilities $ 8,935,451 $ (548,866 ) $ 8,386,585 Additional paid-in capital $ 7,275,132 $ 256,635 $ 7,531,767 Accumulated deficit $ (16,010,590 ) $ 292,231 $ (15,718,359 ) Total shareholders’ deficit $ (8,734,659 ) $ 548,866 $ (8,185,793 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the three months ended September 30, 2023 Interest expense – debt discount $ (2,467,496 ) $ 2,188,483 $ (279,013 ) Change in fair value of subscription liability $ (2,079,310 ) $ 2,079,310 $ — Total other (expense) income, net $ (4,252,471 ) $ 4,267,793 $ 15,322 Net income (loss) $ (4,605,843 ) $ 4,267,793 $ (338,050 ) Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.36 ) $ 0.33 $ (0.03 ) Basic and diluted net (loss) income per ordinary share, Class A ordinary shares $ (0.36 ) $ 0.33 $ (0.03 ) Basic and diluted net (loss) income per ordinary share, Class B ordinary shares $ (0.36 ) $ 0.33 $ (0.03 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the nine months ended September 30, 2023 Interest expense – debt discount $ (3,815,529 ) $ 3,401,585 $ (413,944 ) Change in fair value of subscription liability $ 557,645 $ (557,645 ) $ — Total other (expense) income, net $ 1,035,971 $ 2,843,940 $ 3,879,911 Net income (loss) $ (1,049,638 ) $ 2,843,940 $ 1,794,302 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.05 ) $ 0.14 $ 0.09 Basic and diluted net (loss) income per ordinary share, Class A ordinary shares $ (0.05 ) $ 0.14 $ 0.09 Basic and diluted net (loss) income per ordinary share, Class B ordinary shares $ (0.05 ) $ 0.14 $ 0.09 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the three months ended June 30, 2023 Interest expense – debt discount $ (1,045,564 ) $ 939,148 $ (106,416 ) Change in fair value of subscription liability $ 2,655,232 $ (2,655,232 ) $ — Total other (expense) income, net $ 4,847,438 $ (1,716,084 ) $ 3,131,354 Net income (loss) $ 4,268,484 $ (1,716,084 ) $ 2,552,400 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.20 $ (0.08 ) $ 0.12 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.20 $ (0.08 ) $ 0.12 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the six months ended June 30, 2023 Interest expense – debt discount $ (1,348,033 ) $ 1,213,102 $ (134,931 ) Change in fair value of subscription liability $ 2,636,955 $ (2,636,955 ) $ — Total other (expense) income, net $ 5,288,442 $ (1,423,853 ) $ 3,864,589 Net income (loss) $ 3,556,206 $ (1,423,853 ) $ 2,132,353 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.15 $ (0.06 ) $ 0.09 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.15 $ (0.06 ) $ 0.09 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2023 Interest expense – debt discount $ (302,469 ) $ 273,954 $ (28,515 ) Change in fair value of subscription liability $ (18,277 ) $ 18,277 $ — Total other (expense) income, net $ 441,004 $ 292,231 $ 733,235 Net income (loss) $ (712,278 ) $ 292,231 $ (420,047 ) Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.02 ) $ 0.01 $ (0.01 ) Basic and diluted net (loss) income per ordinary share, Class B ordinary shares $ (0.02 ) $ 0.01 $ (0.01 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended September 30, 2023 Additional paid-in capital $ 5,404,501 $ 914,776 $ 6,319,277 Accumulated deficit $ (16,347,949 ) $ 2,843,940 $ (13,504,009 ) Issuance of subscription shares $ — $ 491,176 $ 491,176 Net income (loss) $ (4,605,843 ) $ 4,267,793 $ (338,050 ) Total stockholders’ deficit $ (10,942,649 ) $ 3,758,716 $ (7,183,933 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended June 30, 2023 Additional paid-in capital $ 6,488,812 $ 423,601 $ 6,912,413 Accumulated deficit $ (11,742,106 ) $ (1,423,853 ) $ (13,165,959 ) Issuance of subscription shares $ — $ 166,965 $ 166,965 Net income (loss) $ 4,268,484 $ (1,716,084 ) $ 2,552,400 Total stockholders’ deficit $ (5,252,495 ) $ (1,000,252 ) $ (6,252,747 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2023 Additional paid-in capital $ 7,275,132 $ 256,635 $ 7,531,767 Accumulated deficit $ (16,010,590 ) $ 292,231 $ (15,718,360 ) Issuance of subscription shares $ — $ 256,635 $ 256,635 Net income (loss) $ (712,278 ) $ 292,231 $ (420,047 ) Total stockholders’ deficit $ (8,734,659 ) $ 548,866 $ (8,185,793 ) As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2023 Interest expense – debt discount $ 3,815,529 $ (3,401,585 ) $ 413,944 Change in fair value of subscription liability $ (557,645 ) $ 557,645 $ — Net income (loss) $ (1,049,638 ) $ 2,843,940 $ 1,794,302 Issuance of subscription shares $ — $ 914,776 $ 914,776 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023 Interest expense – debt discount $ 1,348,033 $ (1,213,102 ) $ 134,931 Change in fair value of subscription liability $ (2,636,955 ) $ 2,636,955 $ — Net income (loss) $ 3,556,206 $ (1,423,853 ) $ 2,132,353 Issuance of subscription shares $ — $ 423,600 $ 423,600 As Reported Adjustment As Restated Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2023 Interest expense – debt discount $ 302,469 $ (273,954 ) $ 28,515 Change in fair value of subscription liability $ 18,277 $ (18,277 ) $ — Net income (loss) $ (712,278 ) $ 292,231 $ (420,047 ) Issuance of subscription shares $ — $ 256,635 $ 256,635 As of September 30, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated ASSETS Cash $ 92,722 $ 92,722 Prepaid expense 27,550 27,550 Total current assets 120,272 120,272 Investments held in Trust Account 35,096,667 35,096,667 Debt discount 4,372,334 (4,372,334 ) b — TOTAL ASSETS $ 39,589,273 $ (4,372,334 ) $ 35,216,939 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT Accounts payable and accounts payable $ 3,976,694 $ 3,976,694 Due to related party 258,966 258,966 Convertible promissory note - related party 1,000,000 1,000,000 Promissory Note - related party 250,000 250,000 Subscription liability 9,191,162 (9,191,162 ) a — Subscription liability, net of debt discount — 1,060,112 a 1,060,112 Total current liabilities 14,676,822 (8,131,050 ) 6,545,772 Warrant liabilities 758,433 758,433 Deferred underwriting commissions liabilities — — TOTAL LIABILITIES 15,435,255 (8,131,050 ) 7,304,205 COMMITMENTS AND CONTINGENCIES Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $10.78 and $10.15 redemption value as of September 30, 2023 and December 31, 2022, respectively 35,096,667 35,096,667 Stockholders’ Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none — — Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 7,980,409 and 0 799 799 Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 0 and 7,980,409 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively — — Additional paid-in capital 5,404,501 914,776 c 6,319,277 Accumulated deficit (16,347,949 ) 2,843,940 d (13,504,009 ) TOTAL SHAREHOLDERS’ DEFICIT (10,942,649 ) 3,758,716 (7,183,933 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT $ 39,589,273 $ (4,372,334 ) $ 35,216,939 For the three months ended September 30, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated Formation and operating costs $ 353,372 $ 353,372 Loss from operations (353,372 ) (353,372 ) Other (expense) income: Change in fair value of warrant liabilities (334,975 ) (334,975 ) Change in fair value of subscription liability (2,079,310 ) 2,079,310 a — Change in fair value of Forward Purchase Agreement — — Issuance of Forward Purchase Agreement — — Reduction of deferred underwriter fee payable — — Interest Expense - Debt Discount (2,467,496 ) 2,188,483 b (279,013 ) Interest income – trust account 629,310 629,310 Total other (expense) income, net (4,252,471 ) 4,267,793 15,322 Net (loss) income $ (4,605,843 ) $ 4,267,793 d $ (338,050 ) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 4,970,919 4,970,919 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.36 ) $ 0.33 $ (0.03 ) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 1,474,641 1,474,641 Basic and diluted net income per ordinary share, Class A ordinary shares $ (0.36 ) $ 0.33 $ (0.03 ) Weighted average shares outstanding, Class B ordinary shares 6,505,768 6,505,768 Basic and diluted net income per ordinary share, Class B ordinary shares $ (0.36 ) $ 0.33 $ (0.03 ) For the nine months ended September 30, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated Formation and operating costs $ 2,085,609 $ 2,085,609 Loss from operations (2,085,609 ) (2,085,609 ) Other (expense) income: Change in fair value of warrant liabilities (379,216 ) (379,216 ) Change in fair value of subscription liability 557,645 (557,645 ) a — Change in fair value of Forward Purchase Agreement 308,114 308,114 Issuance of Forward Purchase Agreement (308,114 ) (308,114 ) Reduction of deferred underwriter fee payable 328,474 328,474 Interest Expense - Debt Discount (3,815,529 ) 3,401,585 b (413,944 ) Interest income – trust account 4,344,597 4,344,597 Total other (expense) income, net 1,035,971 2,843,940 3,879,911 Net (loss) income $ (1,049,638 ) 2,843,940 d $ 1,794,302 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 12,083,753 12,083,753 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.05 ) $ 0.14 $ 0.09 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 526,181 526,181 Basic and diluted net income per ordinary share, Class A ordinary shares $ (0.05 ) $ 0.14 $ 0.09 Weighted average shares outstanding, Class B ordinary shares 7,454,228 7,454,228 Basic and diluted net income per ordinary share, Class B ordinary shares $ (0.05 ) $ 0.14 $ 0.09 As of June 30, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated ASSETS Cash $ 20,880 $ 20,880 Prepaid expense 52,885 52,885 Total current assets 73,765 73,765 Investments held in Trust Account 55,154,617 55,154,617 Debt discount 2,479,445 (2,479,445 ) b — TOTAL ASSETS $ 57,707,827 $ (2,479,445 ) $ 55,228,382 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT Accounts payable and accounts payable $ 3,853,954 $ 3,853,954 Due to related party 331,826 331,826 Convertible promissory note – related party 1,000,000 1,000,000 Promissory Note – related party 250,000 250,000 Subscription liability 1,946,467 (1,946,467 ) a — Subscription liability, net of debt discount — 467,274 a 467,274 Total current liabilities 7,382,247 (1,479,193 ) 5,903,054 Warrant liabilities 423,458 423,458 Deferred underwriting commissions liabilities — - TOTAL LIABILITIES 7,805,705 (1,479,193 ) 6,326,512 COMMITMENTS AND CONTINGENCIES Class A Ordinary shares subject to possible redemption, 5,228,218 and 31,921,634 shares at $10.55 and $10.15 redemption value as of June 30, 2023 and December 31, 2022, respectively 55,154,617 55,154,617 Stockholders’ Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none — — Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding (excluding 5,228,218 and 31,921,634 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022, respectively — — Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,980,409 shares issued and outstanding as of June 30, 2023 and December 31, 2022 799 799 Additional paid-in capital 6,488,812 423,601 c 6,912,413 Accumulated deficit (11,742,106 ) (1,423,853 ) d (13,165,959 ) TOTAL SHAREHOLDERS’ DEFICIT (5,252,495 ) (1,000,252 ) (6,252,747 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT $ 57,707,827 $ (2,479,445 ) $ 55,228,382 For the three months ended June 30, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated Formation and operating costs $ 578,954 $ 578,954 Loss from operations (578,954 ) (578,954 ) Other (expense) income: Change in fair value of warrant liabilities 1,978,245 1,978,245 Change in fair value of subscription liability 2,655,232 (2,655,232 ) a — Change in fair value of Forward Purchase Agreement 633,205 633,205 Issuance of Forward Purchase Agreement — — Reduction of deferred underwriter fee payable — — Interest Expense - Debt Discount (1,045,564 ) 939,148 b (106,416 ) Interest income – trust account 626,320 626,320 Total other (expense) income, net 4,847,438 (1,716,084 ) 3,131,354 Net (loss) income $ 4,268,484 $ (1,716,084 ) d $ 2,552,400 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 13,208,627 13,208,627 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.20 $ (0.08 ) $ 0.12 Weighted average shares outstanding, Class B ordinary 7,980,409 7,980,409 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.20 $ (0.08 ) $ 0.12 For the six months ended June 30, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated Formation and operating costs $ 1,732,236 $ 1,732,236 Loss from operations (1,732,236 ) (1,732,236 ) Other (expense) income: Change in fair value of warrant liabilities (44,241 ) (44,241 ) Change in fair value of subscription liability 2,636,955 (2,636,955 ) a — Change in fair value of Forward Purchase Agreement 308,114 308,114 Issuance of Forward Purchase Agreement (308,114 ) (308,114 ) Reduction of deferred underwriter fee payable 328,474 328,474 Interest Expense – Debt Discount (1,348,033 ) 1,213,102 b (134,931 ) Interest income – trust account 3,715,287 3,715,287 Total other (expense) income, net 5,288,442 (1,423,853 ) 3,864,589 Net (loss) income $ 3,556,206 $ (1,423,853 ) d $ 2,132,353 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 15,699,166 15,699,166 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ 0.15 $ (0.06 ) $ 0.09 Weighted average shares outstanding, Class B ordinary 7,980,409 7,980,409 Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.15 $ (0.06 ) $ 0.09 As of March 31, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated ASSETS Cash $ 97,811 $ 97,811 Prepaid expense 102,980 102,980 Total current assets 200,791 200,791 Investments held in Trust Account 54,368,297 54,368,297 TOTAL ASSETS $ 54,569,088 $ 54,569,088 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT Accounts payable and accounts payable $ 3,584,797 $ 3,584,797 Due to related party 265,000 265,000 Convertible promissory note - related party 1,000,000 1,000,000 Promissory Note - related party 250,000 250,000 Subscription liability 800,746 (800,746 ) a — Subscription liability, net of debt discount — 251,880 a 251,880 Forward Purchase Agreement liability 633,205 633,205 Total current liabilities 6,533,748 (548,866 ) 5,984,882 Warrant liabilities 2,401,703 2,401,703 Deferred underwriting commissions liabilities — — TOTAL LIABILITIES 8,935,451 (548,866 ) 8,386,585 COMMITMENTS AND CONTINGENCIES Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $10.78 and $10.15 redemption value as of September 30, 2023 and December 31, 2022, respectively 54,368,296 54,368,296 Stockholders’ Equity: Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none — — Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 7,980,409 and 0 — — Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 0 and 7,980,409 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 799 799 Additional paid-in capital 7,275,132 256,635 c 7,531,767 Accumulated deficit (16,010,590 ) 292,231 d (15,718,359 ) TOTAL SHAREHOLDERS’ DEFICIT (8,734,659 ) 548,866 (8,185,793 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT $ 54,569,088 $ 54,569,088 For the three months ended March 31, 2023 As Previously Reported Restatement Impacts Restatement Reference As Restated Formation and operating costs $ 1,153,282 $ 1,153,282 Loss from operations (1,153,282 ) (1,153,282 ) Other (expense) income: Change in fair value of warrant liabilities (2,022,486 ) (2,022,486 ) Change in fair value of subscription liability (18,277 ) 18,277 a — Change in fair value of Forward Purchase Agreement (325,091 ) (325,091 ) Issuance of Forward Purchase Agreement (308,114 ) (308,114 ) Reduction of deferred underwriter fee payable 328,474 328,474 Interest Expense – Debt Discount (302,469 ) 273,954 b (28,515 ) Interest income – trust account 3,088,967 3,088,967 Total other (expense) income, net 441,004 292,231 733,235 Net (loss) income $ (712,278 ) $ 292,231 d $ (420,047 ) Weighted average shares outstanding, Class A ordinary shares subject to possible redemption 26,286,357 26,286,357 Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption $ (0.02 ) $ 0.01 $ (0.01 ) Weighted average shares outstanding, Class B ordinary 7,980,409 7,980,409 Basic and diluted net income per ordinary share, Class B ordinary shares $ (0.02 ) $ 0.01 $ (0.01 ) Class A ordinary shares Class B ordinary shares Additional Accumulated Shareholders’ As Previously Reported Shares Amount Shares Amount Paid-in Capital Deficit Deficit Balance as of December 31, 2022 — $ — 7,980,409 $ 799 $ — $ (15,298,312 ) $ (15,297,513 ) Reduction of deferred underwriter fees 10,844,098 10,844,098 Accretion of Class A ordinary shares to redemption value (3,568,966 ) — (3,568,966 ) Net Income (712,278 ) (712,278 ) Balance as of March 31, 2023 — — 7,980,409 799 7,275,132 (16,010,590 ) (8,734,659 ) Accretion of Class A ordinary shares to redemption value (786,320 ) — (786,320 ) Net Income 4,268,484 4,268,484 Balance as of June 30, 2023 — — 7,980,409 799 6,488,812 (11,742,106 ) (5,252,495 ) Conversion of class B shares to Class A shares 7,980,409 799 (7,980,409 ) (799 ) — Accretion of Class A ordinary shares to redemption value (1,084,311 ) — (1,084,311 ) Net Income (4,605,843 ) (4,605,843 ) Balance as of September 30, 2023 7,980,409 $ 799 — $ — $ 5,404,501 $ (16,347,949 ) $ (10,942,649 ) Restatement Impacts Balance as of December 31, 2022 — $ — 7,980,409 $ 799 $ — $ (15,298,312 ) $ (15,297,513 ) Reduction of deferred underwriter fees Accretion of Class A ordinary shares to redemption value — Issuance of subscription shares (adjustment) 256,635 256,635 Net Income (adjustment) 292,231 292,231 Balance as of March 31, 2023 — — 7,980,409 799 256,635 (15,006,081 ) (14,748,647 ) Accretion of Class A ordinary shares to redemption value — Issuance of subscription shares (adjustment) 166,966 166,966 Net Income (adjustment) (1,716,084 ) (1,716,084 ) Balance as of June 30, 2023 — — 7,980,409 799 423,601 (16,722,165 ) (16,297,765 ) Conversion of class B shares to Class A shares — Accretion of Class A ordinary shares to redemption value — Issuance of subscription shares (adjustment) 491,175 491,175 Net Income (adjustment) 4,267,793 4,267,793 Balance as of September 30, 2023 — $ — 7,980,409 $ 799 $ 914,776 $ (12,454,372 ) $ (11,538,797 ) As Restated Balance as of December 31, 2022 — $ — 7,980,409 $ 799 $ — $ (15,298,312 ) $ (15,297,513 ) Reduction of deferred underwriter fees 10,844,098 10,844,098 Accretion of Class A ordinary shares to redemption value (3,568,966 ) — (3,568,966 ) Issuance of subscription shares (as restated) 256,635 256,635 Net loss (as restated) (420,047 ) (420,047 ) Balance as of March 31, 2023 (as restated) — — 7,980,409 799 7,531,767 (15,718,359 ) (8,185,793 ) Accretion of Class A ordinary shares to redemption value (786,320 ) — (786,320 ) Issuance of subscription shares (as restated) 166,966 166,966 Net income (as restated) 2,552,400 2,552,400 Balance as of June 30, 2023 (as restated) — — 7,980,409 799 6,912,413 (13,165,959 ) (6,252,747 ) Conversion of class B shares to Class A shares 7,980,409 799 (7,980,409 ) (799 ) — Accretion of Class A ordinary shares to redemption value (1,084,311 ) — (1,084,311 ) Issuance of subscription shares (as restated) 491,175 491,175 Net loss (as restated) (338,050 ) (338,050 ) Balance as of September 30, 2023 (as restated) 7,980,409 $ 799 — $ — $ 6,319,277 $ (13,504,009 ) $ (7,183,933 ) For the nine months ended September 30, 2023 As Previously Restatement Restatement As Restated Cash Flows from Operating Activities: Net (loss) income $ (1,049,638 ) 2,843,940 d $ 1,794,302 Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account (4,344,597 ) (4,344,597 ) Changes in fair value of warrant liabilities 379,216 379,216 Reduction of deferred underwriter fees (328,474 ) (328,474 ) Issuance of Forward Purchase Agreement 308,114 308,114 Change in fair value of Forward Purchase Agreement (308,114 ) (308,114 ) Change in fair value of subscription liability (557,645 ) 557,645 a — Interest expense - debt discount 3,815,529 (3,401,585 ) b 413,944 Changes in operating assets and liabilities: Prepaid assets 16,081 16,081 Due to related party 23,966 23,966 Accounts payable and accrued expenses 1,335,939 1,335,939 Net cash used in operating activities (709,623 ) (709,623 ) Cash flows from Investing Activities: Extension payment deposit in Trust (1,095,000 ) (1,095,000 ) Cash withdrawn for redemptions 294,254,572 294,254,572 Net cash provided by investing activities 293,159,572 293,159,572 Cash flows from Financing Activities: Proceeds from the subscription liability 1,560,944 1,560,944 Redemption from Trust Account for ordinary shares (294,254,572 ) (294,254,572 ) Proceeds from note payable-related party 250,000 250,000 Net cash (used in) provided by financing activities (292,443,628 ) (292,443,628 ) Net Change in Cash 6,321 6,321 Cash, Beginning of period 86,401 86,401 Cash, End of period $ 92,722 $ 92,722 Non-Cash investing and financing activities: Accretion of Class A ordinary shares subject to possible redemption $ 5,439,596 $ 5,439,596 Issuance of subscription shares $ — $ 914,776 For the six months ended June 30, 2023 As Previously Restatement Restatement As Restated Cash Flows from Operating Activities: Net (loss) income $ 3,556,206 (1,423,853 ) d $ 2,132,353 Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account (3,715,287 ) (3,715,287 ) Changes in fair value of warrant liabilities 44,241 44,241 Reduction of deferred underwriter fees (328,474 ) (328,474 ) Issuance of Forward Purchase Agreement 308,114 308,114 Change in fair value of Forward Purchase Agreement (308,114 ) (308,114 ) Change in fair value of subscription liability (2,636,955 ) 2,636,955 a — Interest expense - debt discount 1,348,033 (1,213,102 ) b 134,931 Changes in operating assets and liabilities: Prepaid assets (9,254 ) (9,254 ) Due to related party 96,826 96,826 Accounts payable and accrued expenses 1,213,199 1,213,199 Net cash used in operating activities (431,465 ) (431,465 ) Cash flows from Investing Activities: Extension payment deposit in Trust (640,000 ) (640,000 ) Cash withdrawn for redemptions 273,112,312 273,112,312 Net cash provided by investing activities 272,472,312 272,472,312 Cash flows from Financing Activities: Proceeds from the subscription liability 755,944 755,944 Redemption from Trust Account for ordinary shares (273,112,312 ) (273,112,312 ) Proceeds from note payable-related party 250,000 250,000 Net cash (used in) provided by financing activities (272,106,368 ) (272,106,368 ) Net Change in Cash (65,521 ) (65,521 ) Cash, Beginning of period 86,401 86,401 Cash, End of period $ 20,880 $ 20,880 Non-Cash investing and financing activities: Accretion of Class A ordinary shares subject to possible redemption $ 4,355,287 $ 4,355,287 Issuance of subscription shares $ — $ 423,601 For the three months ended March 31, 2023 As Previously Restatement Restatement As Restated Cash Flows from Operating Activities: Net (loss) income $ (712,278 ) 292,231 d $ (420,047 ) Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on investments held in Trust Account (3,088,967 ) (3,088,967 ) Changes in fair value of warrant liabilities 2,022,486 2,022,486 Reduction of deferred underwriter fees (328,474 ) (328,474 ) Issuance of Forward Purchase Agreement 308,114 308,114 Change in fair value of Forward Purchase Agreement 325,091 325,091 Change in fair value of subscription liability 18,277 (18,277 ) a - Interest expense - debt discount 302,469 (273,954 ) b 28,515 Changes in operating assets and liabilities: Prepaid assets (59,349 ) (59,349 ) Due to related party 30,000 30,000 Accounts payable and accrued expenses 944,041 944,041 Net cash used in operating activities (238,590 ) (238,590 )
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