UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2022~~ 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

SENIOR CONNECT ACQUISITION CORP. I

(Exact name of registrant as specified in its charter)

Delaware		001-39793		85-2816458
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

7114 East Stetson Drive, Suite 400
Scottsdale, AZ 85251
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (480) 948-9200

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	SNRHU	The Nasdaq Capital Market
Class A common stock, par value $0.0001 per share	SNRH	The Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share	SNRHW	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~May 1012, ~~2022~~2023, 411,~~400~~228,~~000~~794 shares of ~~Class~~ Class A common stock, par value $0.0001 per share, and 10,350,000 shares of Class B common stock, par value $0.0001 per share were issued ~~and~~ and outstanding.

SENIOR CONNECT ACQUISITION CORP. I

Form 10-Q

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	1
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021	2
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2023 and 2022	2
	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2022 and 2021	3
	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2023 and 2022	3
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	4
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2526
Item 4.	Controls and Procedures	2526
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2627
Item 1A.	Risk Factors	2627
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	2728
Item 3.	Defaults Upon Senior Securities	2728
Item 4.	Mine Safety Disclosures	2728
Item 5.	Other Information	2728
Item 6.	Exhibits	2829

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

SENIOR CONNECT ACQUISITION CORP. I

CONDENSED BALANCE SHEETS

	September 30, 2022			December 31, 2021
	March 31, 2023			December 31, 2022
	(Unaudited)
Assets:
Current assets:
Cash	$	38112,~~018~~909		$	~~179~~7,~~048~~566
Prepaid expenses		80125,~~250~~751			~~292~~67,500
Total current assets		~~118~~238,~~268~~660			~~471~~75,~~548~~066
Investments held in Trust Account		416,198,504			414,043,108
Cash held in Trust Account		12,548,091			12,535,908
Total Assets	$	~~416~~12,~~316~~786,~~772~~751		$	~~414~~12,~~514~~610,~~656~~974
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	~~181~~666,~~087~~275		$	~~254~~647,~~885~~172
Accrued expenses		~~616~~541,~~232~~265			~~220~~260,~~843~~844
Accrued expenses - related party		~~215~~273,~~000~~500			~~125~~243,~~000~~500
Franchise tax payable		2595,~~989~~500			~~144~~51,~~015~~200
Income tax payable		~~311~~418,~~826~~954			-408,215
Note payable - related party		~~890~~1,~~000~~815,140			-967,640
Total current liabilities		23,~~240~~810,~~134~~634			~~744~~2,~~743~~578,571
Derivative warrant liabilities		~~619~~1,~~600~~239,200			161,~~419~~858,~~400~~800
Deferred underwriting commissions		~~14,490,000~~—			14,490,000
Total Liabilities		175,~~349~~049,~~734~~834			3118,~~654~~927,~~143~~371
Commitments & Contingencies (Note 5)
Class A common stock subject to possible redemption, $0.0001 par value; 41,400,000 shares issued and outstanding at approximately $10.04 and $10.00 per share redemption value as of September 30, 2022 and December 31, 2021, respectively		415,490,632			414,000,000
Class A common stock subject to possible redemption, $0.0001 par value; 1,228,794 shares issued and outstanding at $10.00 per share redemption value as of March 31, 2023 and December 31, 2022, respectively		12,287,940			12,287,940
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2022 and December 31, 2021		-			-
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2023 and December 31, 2022		—			—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; no non-redeemable shares issued and outstanding (excluding 41,400,000 shares subject to possible redemption) as of September 30, 2022 and December 31, 2021		-			-
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; no non-redeemable shares issued and outstanding (excluding 1,228,794 shares subject to possible redemption) as of March 31, 2023 and December 31, 2022, respectively		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021		1,035			1,035
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 10,350,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022		1,035			1,035
Additional paid-in capital		-14,084,280			-—
Accumulated deficit		(1618,~~524~~636,~~629~~338	)		(3118,~~140~~605,~~522~~372	)
Total Stockholders’ Deficit		(164,~~523~~551,~~594~~023	)		(3118,~~139~~604,~~487~~337	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	~~416~~12,~~316~~786,~~772~~751		$	~~414~~12,~~514~~610,~~656~~974

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

SENIOR CONNECT ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months Ended						For the Nine Months Ended
	For the Three Months Ended March 31,
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
	2023			2022
Operating expenses
General and administrative expenses	$	~~435~~1,~~333~~066,684		$	~~287~~567,~~733~~932		$	~~1,420,290~~		$	~~738,863~~
Administrative fees - related party		30,000			30,000			~~90,000~~			~~90,000~~
Franchise tax expenses		5044,~~411~~300			5049,~~411~~315			~~150,155~~			~~149,589~~
Loss from operations		(~~515~~1,~~744~~140,984	)		(~~368~~647,~~144~~247	)		~~(1,660,445~~	)		~~(978,452~~	)
Change in fair value of warrant liabilities		1619,~~549,000~~600			410,~~337~~843,~~200~~000			~~15,799,800~~			~~1,549,000~~
Net gain from investments held in Trust Account		1,827,530			10,437			2,389,996			30,969
Reversal of transaction costs incurred in connection with IPO		405,720			—
Income before income tax		2,860,786			3,979,493			16,529,351			601,517
Net gain from investments held in Trust Account		95,437			36,569
Income tax expense		373,195			-			422,826			-
(Loss) income before income tax		(20,227	)		10,232,322
Net income	$	2,487,591		$	3,979,493		$	16,106,525		$	601,517
Income tax expense		10,739			—
Weighted average shares outstanding of Class A common stock, basic and diluted		41,400,000			41,400,000			41,400,000			41,400,000
Net (loss) income	$	(30,966	)	$	10,232,322
Basic and diluted net income per share of Class A common stock	$	0.05		$	0.08		$	0.31		$	0.01
Weighted average shares outstanding of Class A common stock, basic and diluted		1,228,794			41,400,000
Weighted average shares outstanding of Class B common stock, basic and diluted		10,350,000			10,350,000			10,350,000			10,350,000
Basic and diluted net (loss) income per share of Class A common stock	$	(0.00	)	$	0.20
Basic and diluted net income per share of Class B common stock	$	0.05		$	0.08		$	0.31		$	0.01
Weighted average shares outstanding of Class B common stock, basic and diluted		10,350,000			10,350,000
Basic and diluted net (loss) income per share of Class B common stock	$	(0.00	)	$	0.20

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

SENIOR CONNECT ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

~~For~~FOR THE ~~the~~THREE ~~Three~~MONTHS ~~and~~ENDED ~~Nine~~MARCH ~~Months Ended September 30~~31, ~~2022~~ 2023

	Common Stock								Additional					Total
	Class A				Class B				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		-	$	-		10,350,000	$	1,035	$	-	$	(31,140,522	)	$	(31,139,487	)
Balance - December 31, 2022		—	$	—		10,350,000	$	1,035	$	—	$	(18,605,372	)	$	(18,604,337	)
Net income		-		-		-		-		-		10,232,322			10,232,322
Reversal of transaction costs incurred in connection with IPO		—		—		—		—		14,084,280		—			14,084,280
Balance - March 31, 2022 (unaudited)		-		-		10,350,000		1,035		-		(20,908,200	)		(20,907,165	)
Net loss		—		—		—		—		—		(30,966	)		(30,966	)
Re-measurement on Class A common stock subject to possible redemption amount		-		-		-		-		-		(86,708	)		(86,708	)
Balance - March 31, 2023 (unaudited)		—	$	—		10,350,000	$	1,035	$	14,084,280	$	(18,636,338	)	$	(4,551,023	)
Net income		-		-		-		-		-		3,386,612			3,386,612
Balance - June 30, 2022 (unaudited)		-		-		10,350,000		1,035		-		(17,608,296	)		(17,607,261	)
Re-measurement on Class A common stock subject to possible redemption amount		-		-		-		-		-		(1,403,924	)		(1,403,924	)
Net income		-		-		-		-		-		2,487,591			2,487,591
Balance - September 30, 2022 (unaudited)		-	$	-		10,350,000	$	1,035	$	-	$	(16,524,629	)	$	(16,523,594	)

~~For~~FOR THE ~~the~~THREE ~~Three~~MONTHS ~~and~~ENDED ~~Nine~~MARCH ~~Months Ended September 30~~31, ~~2021~~2022

	Common Stock								Additional					Total
	Class A				Class B				Paid-In		Accumulated			Stockholders'’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2020		-	$	-		10,350,000	$	1,035	$	-	$	(36,695,027	)	$	(36,693,992	)
Balance - December 31, 2021		—	$	—		10,350,000	$	1,035	$	—	$	(31,140,522	)	$	(31,139,487	)
Net income		-—		-—		-—		-—		-—		110,~~140~~232,~~130~~322			110,~~140~~232,~~130~~322
Balance - March 31, 2021 (unaudited)		-		-		10,350,000		1,035		-		(35,554,897	)		(35,553,862	)
Balance - March 31, 2022 (unaudited)		—	$	—		10,350,000	$	1,035	$	—	$	(20,908,200	)	$	(20,907,165	)
Net loss		-		-		-		-		-		(4,518,106	)		(4,518,106	)
Balance - June 30, 2021 (unaudited)		-		-		10,350,000		1,035		-		(40,073,003	)		(40,071,968	)
Net income		-		-		-		-		-		3,979,493			3,979,493
Balance - September 30, 2021 (unaudited)		-	$	-		10,350,000	$	1,035	$	-	$	(36,093,510	)	$	(36,092,475	)

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

SENIOR CONNECT ACQUISITION CORP. I

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended
	For the Three Months Ended March 31,
	September 30, 2022			September 30, 2021
	2023			2022
Cash Flows from Operating Activities:
Net income	$	16,106,525		$	601,517
Net (loss) income	$	(30,966	)	$	10,232,322
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of warrant liabilities		(15619,~~799,800~~600	)		(110,~~549~~843,000	)
Net gain from investments held in Trust Account		(2,389,996	)		(30,969	)
Reversal of transaction costs incurred in connection with IPO		(405,720	)		—
Net gain from investments held in Trust Account		(95,437	)		(36,569	)
Changes in operating assets and liabilities:
Prepaid expenses		~~212~~(58,~~250~~251	)		~~228~~16,~~100~~750
Accounts payable		~~(73~~19,~~798~~103	)		~~228~~137,~~957~~656
Accrued expenses - related party		9030,000			9030,000
Accrued expenses		~~465~~280,~~389~~421			47(43,~~755~~843	)
Franchise tax payable		~~(118~~44,~~026~~300	)		3749,~~993~~314
Income tax payable		~~311~~10,~~826~~739			-—
Net cash used in operating activities		(1825,~~195,630~~411	)		(~~345~~457,~~647~~370	)
Cash Flows from Investing Activities
Interest released from Trust Account		234,600			-
Interest released from Trust Account to settle Delaware franchise tax obligation		83,254			—
Net cash provided by investing activities		~~234~~83,~~600~~254			-—
Cash Flows from Financing Activities:
Proceeds from note payable to related party		~~890~~847,~~000~~500			-370,000
Offering costs paid		(70,000	)		-
Net cash provided by financing activities		847,500			370,000
Net cash provided by financing activities		820,000			-
Net change in cash		105,343			(87,370	)
Net change in cash		(141,030	)		(345,647	)
Cash - beginning of the period		7,566			179,048
Cash - beginning of the period		179,048			891,720
Cash - end of the period	$	112,909		$	91,678
Cash - end of the period	$	38,018		$	546,073
Non-Cash Investing and Financing Activities
Supplemental cash flow information:
Reversal of transaction costs incurred in connection with IPO	$	14,490,000		$	—
Cash paid for income tax	$	111,000		$	-
Supplemental disclosure of noncash activities:
Re-measurement on Class A common stock subject to possible redemption amount	$	1,490,632		$	-

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

SENIOR CONNECT ACQUISITION CORP. I NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 - Description of Organization, Business Operations and Going Concern

Organization and General

Senior Connect Acquisition Corp. I (f/k/a Health Connect Acquisitions Corp. I) (the “Company”) is a blank check company incorporated in Delaware on August 27, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of ~~September~~March 3031, ~~2022~~2023, the Company had not commenced any operations. All activity for the period from August 27, 2020 (inception) through March ~~September 30~~31, ~~2022~~2023, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, search for an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in a trust account from the proceeds derived from the Initial Public Offering.

Sponsor and Financing

The Company’s sponsor is Health Connect Acquisitions Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 10, 2020. On December 15, 2020, the Company consummated its Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,400,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million in deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,280,000 ~~warrants~~ warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.3 million (Note 4).

Trust Account

Upon the closing of the Initial Public Offering and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain portion of the proceeds of the Private Placement was held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and isinvested only ~~to be invested~~ in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the ~~trust~~ ~~account~~Trust Account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially atanticipated to be $10.00 per Public Share), calculated as of two business days prior to the initial Business Combination, including interest earned on the funds held in the ~~trust~~Trust ~~account~~Account and not previously released to the Company to pay the Company’s taxes, net of taxes payable. The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the ~~underwriters~~ underwriter (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by applicable law or stock exchange rule and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rule, or the Company decides to obtain stockholder approval for business or reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote any Founder Shares (as defined below in Note 4) and any Public Shares held by them in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination.

The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”~~)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed, pursuant to a letter agreement with the Company, that they will not propose any amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares.

If the Company is unable to complete a Business Combination ~~within 24~~by ~~months from the closing of the Initial Public Offering, or~~ December 15, ~~2022~~2023, ~~(as~~or such ~~period~~earlier ~~may~~date beas ~~extended~~determined ~~pursuant~~by to the ~~Certificate~~Company’s board of ~~Incorporation,~~directors (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ ~~rights~~ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably ~~possible~~ possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. On October 21, 2022, the Company filed a preliminary proxy statement on Form PRE 14A (“Extension Proxy”) for a special meeting of the Company’s stockholders to be held for the approval of an extension of the Combination Period to December 15, 2023 (the date that is 36 months from the closing of the Initial Public Offering).

6On December 12, 2022, the Company filed with the Secretary of State of the State of Delaware an amendment (the “Extension Amendment”) to the Company’s amended and restated certificate of incorporation to change the date by which it must consummate a Business Combination to December 15, 2023 from December 15, 2022, 24 months from the closing of the Initial Public Offering to the Combination Period. The Company’s stockholders approved the Extension Amendment at a special meeting of the stockholders of the Company (the “Special Meeting”) on December 9, 2022. In connection with the Special Meeting, stockholders holding 40,171,206 Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.10 per share, for an aggregate redemption amount of approximately $405.8 million. Following such redemptions, approximately $12.4 million was left in trust and 1,228,794 Public Shares remained outstanding.

The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquired Public Shares in or after the Initial Public Offering, they are entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. 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 only, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.6

~~Liquidity~~The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, ~~Capital~~if ~~Resources~~the initial stockholders acquired Public Shares in or after the Initial Public Offering, they are entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive its rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, ~~Going~~in ~~Concern~~such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. 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 only, or less than, $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~As of September 30~~Liquidity, ~~2022,~~ ~~the~~Capital ~~Company~~Resources ~~had approximately $38,000 in its operating bank account~~ and aGoing ~~working capital deficit of approximately $1.8 million, not taking into account tax obligations of approximately $338,000 that may be paid from income earned on investments held in Trust Account.~~Concern

~~The Company’s liquidity~~As ~~needs prior to the consummation~~ of ~~the~~March ~~Initial~~31, ~~Public~~2023, ~~Offering were satisfied through~~ the ~~proceeds~~Company ofhad approximately $25113,000 ~~from~~in ~~the~~its ~~Sponsor~~operating tobank ~~purchase Founders~~account ~~Shares,~~ and ~~loan~~a ~~proceeds~~working ~~from~~capital ~~the~~deficit ~~Sponsor~~ of approximately $~~139,000 under the Note (as defined in Note 4)~~1.5 ~~The Company repaid the Note in full on December 16~~million, ~~2020.~~not ~~Subsequent~~taking tointo ~~the~~account ~~consummation~~tax obligations of ~~the~~approximately ~~Initial Public Offering~~$260,000 ~~the~~that ~~Company’s~~may ~~liquidity~~be ~~has been~~paid ~~satisfied through certain portion of proceeds~~ from ~~the~~income ~~consummation~~earned ofon ~~the~~investments ~~Private Placement~~ held in ~~outside of the~~ Trust Account, and ~~borrowings~~ ~~from~~approximately ~~the Company’s Sponsor~~$1.8 Inmillion ~~addition,~~outstanding inunder ~~order to finance transaction costs in connection with a Business Combination,~~ the ~~Company’s~~note ~~Sponsor~~payable- orrelated ~~an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with working capital loans as more fully described in Note 4~~party.

InThe ~~April~~Company’s ~~14,~~liquidity ~~2022,~~needs ~~the~~prior ~~Company formalized~~to ~~prior~~the ~~borrowings~~consummation ~~and~~of ~~entered~~the Initial ~~into~~Public aOffering ~~promissory~~were ~~note~~satisfied ~~with~~through the ~~Sponsor,~~proceeds ~~pursuant~~of to$25,000 ~~which~~from the ~~Company~~Sponsor ~~may~~to ~~borrow~~purchase upFounders toShares, anand ~~aggregate~~loan proceeds ~~principal~~from ~~amount~~the Sponsor of approximately $~~3.0~~139,000 ~~million~~under (the ~~“Post-IPO~~Note ~~Promissory~~(as defined in Note” 4). ~~Through~~The ~~September~~Company ~~30,~~repaid ~~2022,~~ the ~~Company~~Note ~~borrowed~~in ~~$890~~full on December 16,~~000~~ in2020. ~~cash~~Subsequent ~~under~~to the ~~Post-IPO~~consummation ~~Promissory~~of ~~Note.~~the ~~The~~Initial ~~Post-IPO~~Public ~~Promissory~~Offering, ~~Note~~the isCompany’s ~~non-interest~~liquidity ~~bearing~~has ~~and~~been ~~due~~satisfied onthrough ~~the~~certain portion ~~earlier~~ of ~~December~~proceeds ~~31, 2022~~from ~~and~~ the ~~date~~consummation onof ~~which~~ the ~~Company~~Private ~~consummates~~Placement ~~its~~held ~~initial~~outside ~~business~~of ~~combination.~~the IfTrust ~~the~~Account ~~Company~~and ~~completes~~borrowings afrom ~~business~~the ~~combination,~~Company’s itSponsor. ~~would~~In beaddition, ~~required~~in order to ~~repay~~finance ~~such~~transaction ~~additional~~costs ~~loaned~~in ~~amounts,~~connection ~~without~~with ~~interest,~~a ~~upon~~Business ~~consummation~~Combination, of the ~~business~~Sponsor ~~combination.~~may, Inbut ~~the event~~is ~~that a business combination does~~ not ~~close~~obligated to, provide the Company ~~may~~with ~~use~~Working aCapital ~~portion~~Loans ofas ~~the~~more ~~working~~fully ~~capital~~described ~~held~~and ~~outside~~defined ~~the~~in ~~trust~~Note ~~account to~~4. ~~repay~~Other ~~such~~than ~~additional~~the ~~loaned~~Post-IPO ~~amounts~~Promissory ~~but~~Note, there were no ~~proceeds~~Working ~~from~~Capital ~~the~~Loans ~~trust~~outstanding ~~account~~as ~~would~~of beMarch ~~used~~31, ~~for~~2023 ~~such~~and ~~repayment~~December 31, 2022.

7On April 14, 2022, the Company formalized prior borrowings and entered into a promissory note with the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $3.0 million (the “Post-IPO Promissory Note”). Through March 31, 2023, the Company borrowed approximately $1.8 million in cash under the Post-IPO Promissory Note, with $1.2 million principal balance unutilized. The Post-IPO Promissory Note is non-interest bearing and due on the earlier of December 15, 2023 and the date on which the Company consummates its initial business combination. If the Company completes a business combination, it would be required to repay such additional loaned amounts, without interest, upon consummation of the business combination. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such additional loaned amounts but no proceeds from the Trust Account would be used for such repayment.

The Company may need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, reducing overhead expenses, and extending the terms and due dates of certain accrued expenses and other liabilities. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Based upon the analysis above, management has determined that these conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date that the condensed financial statements are available to be issued. In connection with our assessment of going concern considerations in accordance with the FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has determined that the working capital deficit, as well as the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 15, 2022. The condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.7

~~Note~~The Company 2may -need ~~Basis~~to raise additional capital through loans or additional investments from its Sponsor, an affiliate of ~~Presentation~~the Sponsor, or its officers or directors. The Company’s officers, directors and ~~Summary~~Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of ~~Significant~~a ~~Accounting~~potential ~~Policies~~transaction, reducing overhead expenses, and extending the terms and due dates of certain accrued expenses and other liabilities. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

~~Basis~~Based upon the analysis above, management has determined that the above conditions indicate that it may be probable that the Company would not be able to meet its obligations within one year after the date that the unaudited condensed financial statements are available to be issued. In connection with our assessment of going concern considerations in accordance with the FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has determined that the liquidation condition, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 15, 2023. The unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

~~The accompanying unaudited~~Note ~~condensed~~2 financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. ~~Accordingly,~~Basis ~~they do not include all~~ of ~~the~~Presentation ~~information~~ and ~~footnotes~~Summary ~~required by GAAP. In the opinion~~ of ~~management,~~Significant ~~all~~Accounting adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the period ending December 31, 2022 or any future period.Policies

~~The accompanying unaudited~~Basis ~~condensed~~of ~~financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2022.~~Presentation

~~Emerging~~The accompanying ~~Growth~~unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the period ending December 31, 2023 or any future period.

The accompanying ~~Company~~unaudited iscondensed anfinancial ~~“emerging growth~~statements ~~company,”~~should asbe ~~defined~~read in ~~Section~~conjunction ~~2(a)~~with of the ~~Securities~~audited ~~Act,~~financial asstatements ~~modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),~~ and itnotes ~~may take advantage of certain exemptions from various reporting requirements that are applicable~~thereto toincluded ~~other~~in ~~public companies that are not emerging growth companies including, but not limited to, not being required to comply with~~ the ~~independent~~ ~~registered~~Company’s ~~public~~Annual ~~accounting~~Report ~~firm~~on ~~attestation~~Form ~~requirements of Section 404 of the Sarbanes~~10-~~Oxley~~K ~~Act,~~filed ~~reduced~~with ~~disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from~~ the ~~requirements~~SEC ~~of holding a nonbinding advisory vote~~ on ~~executive~~April ~~compensation~~14, ~~and stockholder approval of any golden parachute payments not previously approved~~2023.

~~Further, Section 102(b)(1)~~Emerging ofGrowth the JOBS Act exempts emerging growth companies 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 an emerging growth 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 a 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.

~~This~~The Company ~~may~~is ~~make~~an ~~comparison~~“emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the ~~Company’s~~“JOBS ~~condensed~~Act”), ~~financial~~and ~~statements~~it ~~with~~may ~~another~~take ~~public~~advantage ~~company~~of certain exemptions from various reporting requirements that isare ~~neither~~applicable anto ~~emerging~~other ~~growth~~public ~~company~~companies ~~nor~~that anare not emerging growth ~~company~~companies ~~that~~including, ~~has~~but ~~opted~~not ~~out~~limited ofto, ~~using~~not being required to comply with the ~~extended~~independent ~~transition~~registered ~~period~~public ~~difficult~~accounting orfirm ~~impossible~~attestation ~~because~~requirements of Section 404 of the ~~potential~~Sarbanes-Oxley ~~differences~~Act, reduced disclosure obligations regarding executive compensation in ~~accounting~~its ~~standards~~periodic ~~used~~reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

8Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth 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 a 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.

~~Use~~This may make comparison of ~~Estimates~~the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The preparation of condensed financial statements in conformity with 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 financial statements. Making significant 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 condensed 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 accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates.8

~~Cash~~Use of ~~and Cash Equivalents~~Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s ~~considers~~management ~~all~~to make estimates ~~short-term~~and ~~investments~~assumptions ~~with~~that anaffect ~~original~~the ~~maturity~~reported amounts of ~~three~~assets ~~months~~and orliabilities ~~less~~and ~~when~~disclosure ~~purchased~~of contingent assets and liabilities at the date of the unaudited condensed financial statements. Making significant estimates requires management to beexercise ~~cash~~significant ~~equivalents~~judgment. It ~~The~~is ~~Company~~at ~~had~~least noreasonably ~~cash~~possible that the estimate of the effect of a condition, situation or set of circumstances that existed at ~~equivalents~~the asdate of ~~September~~the 30unaudited condensed financial statements, ~~2022~~which ~~and~~management ~~December~~considered 31in formulating its estimate, ~~2021~~could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates.

~~Investments~~Cash and ~~Held~~Cash ~~in Trust Account~~Equivalents

The Company’s ~~portfolio of~~considers ~~investments~~all ~~held~~short-term ininvestments ~~the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act,~~ with aan original maturity of ~~185~~three ~~days~~months or less, orwhen ~~investments~~purchased into ~~money~~be ~~market~~cash ~~funds that invest in U~~equivalents.~~S. government~~ ~~securities~~The ~~and generally have a readily determinable fair value, or a combination thereof. When the~~ Company’s ~~investments~~had ~~held~~no ~~in the~~cash ~~Trust~~equivalents ~~Account are comprised of U.S. government securities, the investments are classified~~ as ~~trading securities. When the Company’s investments held in the Trust Account are comprised~~ of ~~money~~March ~~market funds~~31, ~~the~~2023 ~~investments are recognized at fair value. Trading securities~~ and ~~investments~~December in31, ~~money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period~~2022. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

~~Concentration~~Cash and ofInvestments ~~Credit~~Held ~~Risk~~in Trust Account

~~Financial~~With respect ~~instruments~~to ~~that~~the regulation of special purpose acquisition companies (“SPACs”) like the Company, on March 30, 2022, the SEC ~~potentially~~issued proposed rules relating to, among other items, the extent to which SPACs could become subject to regulation under the Investment Company toAct. ~~concentrations~~The proposal is consistent with less formal positions recently taken by the staff of ~~credit~~the ~~risk~~SEC. ~~consist~~To mitigate the risk of ~~cash~~being viewed ~~accounts~~as inoperating aan ~~financial~~unregistered ~~institution,~~investment ~~which~~company, aton ~~times~~December 13, 2022, the Company instructed Continental Stock Transfer & ~~may~~Trust ~~exceed~~Company, the ~~Federal~~trustee ~~Depository~~with ~~Insurance~~respect ~~Coverage~~to ~~limits~~the ofTrust ~~$250~~Account,~~000~~ to cease holding securities in the Trust Account, ~~and~~to ~~investments~~liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., ~~The~~in ~~Company~~one ~~has~~or ~~not~~more ~~experienced~~bank accounts) until the ~~losses~~earlier onof ~~these~~consummation ~~accounts~~of a Business Combination and ~~management~~liquidation ~~believes~~of the Company. isAccordingly, ~~not~~the ~~exposed~~Trust Account has ceased to ~~significant~~be ~~risks~~invested or onotherwise ~~such~~to ~~accounts~~earn more than minimal interest, if any. This means that the amount available for redemption will not meaningfully increase in the future, if at all.

~~Fair~~Previously, and ~~Value~~as of ~~Financial~~December ~~Instruments~~13, 2021, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities is presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

~~The fair value~~ Concentration of ~~the~~Credit Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets.Risk

~~Fair~~Financial instruments ~~Value~~that ~~Measurement~~potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limits of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair ~~value is defined as~~ ~~the~~Value ~~price that would be received for sale~~ of anFinancial 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.Instruments

9The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets.

~~The hierarchy gives the highest~~Fair ~~priority~~Value ~~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 consist of:~~Measurement

●Fair value ~~Level~~is 1, defined as ~~observable~~the ~~inputs~~price ~~such~~that aswould ~~quoted~~be ~~prices~~received for ~~identical~~sale ~~instruments~~of an asset or paid for transfer of a liability, in ~~active~~an ~~markets;~~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.

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and9

●The hierarchy ~~Level~~gives 3,the ~~defined~~highest aspriority ~~unobservable~~to ~~inputs~~unadjusted inquoted ~~which~~prices ~~little~~in oractive nomarkets ~~market~~for ~~data~~identical ~~exists,~~assets ~~therefore~~or ~~requiring~~liabilities an(Level ~~entity~~1 tomeasurements) and ~~develop~~the ~~its~~lowest ~~own~~priority ~~assumptions,~~to ~~such~~unobservable ~~as valuations derived from valuation techniques in which one or more significant~~ inputs or(Level ~~significant~~3 ~~value~~measurements). ~~drivers~~These ~~are~~tiers ~~unobservable.~~consist of:

In● ~~some~~Level ~~circumstances~~1, ~~the inputs~~defined ~~used~~as toobservable ~~measure~~inputs ~~fair~~such ~~value~~as ~~might~~quoted beprices ~~categorized~~for ~~within~~identical ~~different~~instruments ~~levels of the fair value hierarchy. In those instances, the fair value measurement is categorized~~ in ~~its~~active ~~entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.~~markets;

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

~~The~~● ~~Company~~Level ~~does~~3, ~~not~~defined ~~use derivative~~as ~~instruments~~unobservable toinputs ~~hedge~~in ~~exposures~~which tolittle ~~cash~~or ~~flow,~~no market, ordata ~~foreign~~exists, ~~currency~~therefore ~~risks.~~requiring ~~The~~an ~~Company~~entity ~~evaluates~~to ~~all~~develop of its ~~financial instruments,~~own ~~including issued stock purchase warrants~~assumptions, ~~to determine if~~ such ~~instruments are derivatives or contain features that qualify~~ as ~~embedded~~valuations ~~derivatives,~~derived ~~pursuant~~from tovaluation ~~ASC~~techniques ~~480~~in ~~and~~which ~~FASB~~one ~~ASC~~or ~~Topic~~more ~~815,~~significant ~~“Derivatives~~inputs ~~and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities~~ or assignificant ~~equity,~~value isdrivers ~~re-assessed at~~are ~~the end of each reporting period~~unobservable.

~~The Company accounts for its warrants issued in connection with the~~In ~~Initial~~some ~~Public Offering and the Private Placement Warrants as derivative warrant liabilities in accordance with ASC 815. Accordingly~~circumstances, ~~the~~ ~~Company recognizes~~ the ~~warrant~~inputs ~~instruments~~used asto ~~liabilities~~measure at fair value ~~and~~might ~~adjust~~be ~~the~~categorized ~~instruments~~within todifferent ~~fair~~levels ~~value~~of atthe ~~each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in~~ fair value ishierarchy. ~~recognized~~In inthose ~~our~~instances, ~~condensed statements of operations. The fair value of warrants issued in connection with~~ the ~~Private Placement have been estimated using a modified Black-Scholes model at each balance sheet date. The~~ fair value ofmeasurement ~~the~~is ~~warrants~~categorized ~~issued~~ in ~~connection~~its ~~with~~entirety the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured at each measurement date based on the listed trading price of such warrants when separately listed and traded in ~~February 2021. The determination of~~ the fair value ofhierarchy ~~the warrant~~based ~~liability~~on ~~may be subject to change as more current information becomes available and accordingly~~ the ~~actual~~lowest ~~results~~level ~~could differ~~input ~~significantly.~~that ~~Derivative warrant liabilities are classified as non-current liabilities as their liquidation~~ is ~~not~~significant ~~reasonably expected~~ to ~~require~~ the ~~use~~fair ofvalue ~~current assets or require the creation of current liabilities~~measurement.

~~Class A Common Stock Subject to Possible~~Derivative ~~Redemption~~Warrant Liabilities

The Company ~~shares~~does ofnot ~~Class~~use Aderivative ~~common stock~~instruments ~~subject~~ to ~~mandatory~~hedge ~~redemption~~exposures ~~(if~~to ~~any)~~cash ~~are~~flow, ~~classified~~market, asor ~~liability~~foreign ~~instruments~~currency ~~and are measured at fair value~~risks. ~~Conditionally~~The ~~redeemable~~Company evaluates ~~shares~~all of ~~Class~~its Afinancial ~~common~~instruments, ~~stock (~~including ~~shares~~issued ~~of Class A common~~ stock ~~that~~purchase ~~feature~~warrants, ~~redemption rights that are either within the control of the holder or subject~~ to ~~redemption~~determine ~~upon~~if ~~the~~such ~~occurrence~~instruments ~~of uncertain events not solely within the Company’s control)~~ are ~~classified as~~derivatives ~~temporary~~or ~~equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s~~contain ~~Class A common stock~~ features ~~certain~~that ~~redemption~~qualify ~~rights~~as ~~that~~embedded ~~are~~derivatives, ~~considered~~pursuant to beASC ~~outside~~480 ~~of the Company’s control~~ and ~~subject~~FASB ~~to occurrence~~ASC ofTopic ~~uncertain future events~~815, ~~Accordingly,~~“Derivatives ~~as of September 30, 2022~~ and ~~December~~Hedging” ~~31,~~(“ASC 815”). ~~2021,~~The ~~41,400,000~~classification ~~shares~~ of ~~Class~~derivative Ainstruments, ~~common stock~~including ~~subject~~whether tosuch ~~possible~~instruments ~~redemption~~should ~~are~~be ~~presented~~recorded atas ~~redemption~~liabilities ~~value~~or as ~~temporary~~ equity, ~~outside~~is ofre-assessed at the ~~stockholders’~~end ~~equity section~~ of ~~the~~each ~~Company’s~~reporting ~~condensed balance sheets~~period.

~~Under~~The Company ~~ASC~~accounts ~~480-10-S99,~~for its warrants issued in connection with the ~~Company~~ ~~has~~Initial ~~elected~~Public toOffering ~~recognize~~and ~~changes~~the Private Placement Warrants as derivative warrant liabilities in accordance with ASC 815. Accordingly, the ~~redemption~~Company ~~value~~recognizes ~~immediately~~the warrant instruments as ~~they~~liabilities ~~occur~~at fair value and adjust the ~~carrying~~instruments to fair value ofat ~~the~~each ~~security~~ reporting period. The liabilities are subject to ~~equal~~re-measurement ~~the~~at ~~redemption~~each condensed balance sheet date until exercised, and any change in fair value atis ~~the~~recognized ~~end~~in ofour ~~the~~condensed ~~reporting~~statements ~~period~~of operations. ~~This~~The ~~method~~fair ~~would~~value ~~view~~of ~~the~~warrants issued ~~end~~in ofconnection with the ~~reporting~~Private ~~period~~Placement ashave ifbeen itestimated ~~were also~~using ~~the~~a ~~redemption~~modified ~~date~~Black-Scholes ofmodel ~~the~~at ~~security~~each condensed balance sheet date. ~~Effective~~The ~~with~~fair value of the ~~closing~~warrants ofissued in connection with the Initial Public Offering, ~~the~~was ~~Company~~initially ~~recognized~~measured ~~the~~using rea Monte-Carlo simulation and subsequently been measured at each measurement date based on the listed trading price of such warrants when separately ~~from~~listed ~~initial~~and ~~book~~traded in February 2021. The determination of the fair value of the warrant liability may be subject to ~~redemption~~change ~~amount,~~as ~~which~~more ~~resulted~~current information inbecomes ~~charges~~available ~~against~~and ~~additional~~accordingly ~~paid~~the actual results could differ significantly. Derivative warrant liabilities are classified as non-incurrent ~~capital~~liabilities (as their liquidation is not reasonably expected to require the ~~extent~~use ~~available)~~of ~~and~~current assets or require the creation ~~accumulated~~of ~~deficit~~current liabilities.

10Class A Common Stock Subject to Possible Redemption

~~Offering~~The shares ~~Costs~~of ~~Associated~~Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the ~~Initial~~Special Meeting, in December 2022, stockholders holding 40,171,206 Public ~~Offering~~Shares redeemed their shares for cash. Accordingly, as of March 31, 2023 and December 31, 2022, 1,228,794 shares of Class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

~~Offering costs consisted~~Under ofASC ~~legal~~480-10-S99, ~~accounting,~~the ~~underwriting~~Company ~~fees~~has ~~and~~elected ~~other~~to ~~costs~~recognize ~~incurred~~changes ~~through~~in the ~~Initial~~redemption ~~Public~~value ~~Offering~~immediately ~~that~~as ~~were~~they ~~directly~~occur ~~related~~and toadjust the carrying ~~Initial~~value ~~Public~~of ~~Offering.~~the ~~Offering~~security ~~costs are allocated~~ to ~~the~~equal ~~separable financial instruments issued in~~ the ~~Initial~~redemption ~~Public Offering based on a relative fair~~ value ~~basis,~~at ~~compared~~the toend ~~total~~of ~~proceeds~~the ~~received~~reporting period. ~~Offering~~This ~~costs~~method ~~associated~~would ~~with~~view ~~warrant~~the ~~liabilities~~end ~~are~~of ~~expensed~~the asreporting ~~incurred,~~period ~~presented~~ as ~~non-operating~~if ~~expenses~~it ~~in the condensed statements of operations. Offering costs associated with the Public Shares~~ were ~~charged~~also ~~against~~ the ~~carrying~~redemption ~~value~~date of the ~~Class~~security. AEffective ~~common~~with ~~stock upon~~ the ~~completion~~closing of the Initial Public Offering., ~~The~~the Company ~~classifies~~ ~~deferred~~recognized ~~underwriting~~the ~~commissions as non~~re-~~current~~measurement ~~liabilities~~from asinitial ~~their~~book ~~liquidation~~value isto ~~not~~redemption ~~reasonably~~amount, ~~expected~~which toresulted ~~require~~in ~~the~~charges ~~use~~against ofadditional ~~current~~paid-in capital ~~assets~~(to ~~or require~~ the ~~creation~~extent ofavailable) ~~current~~and ~~liabilities~~accumulated deficit.

~~Income Taxes~~10

~~The Company’s taxable~~Offering ~~income~~Costs ~~primarily~~Associated ~~consists~~with ~~of interest income on~~ the ~~Trust~~Initial ~~Account.~~Public ~~The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible.~~Offering

~~The Company follows the asset~~Offering ~~and~~costs ~~liability~~consisted ~~method~~ of ~~accounting~~legal, ~~for income taxes under FASB ASC 740~~accounting, ~~“Income~~underwriting ~~Taxes.”~~fees ~~Deferred tax assets~~ and ~~liabilities are~~other ~~recognized~~costs ~~for~~incurred through the ~~estimated~~Initial ~~future~~Public ~~tax~~Offering ~~consequences~~that ~~attributable~~were directly related to ~~differences between~~ the ~~financial~~Initial ~~statement~~Public ~~carrying amounts of existing assets and liabilities and their respective tax bases~~Offering. ~~Deferred~~Offering ~~tax~~costs ~~assets and liabilities~~ are ~~measured~~allocated ~~using enacted tax rates expected~~ to ~~apply~~the toseparable ~~taxable~~financial ~~income~~instruments issued in the ~~years~~Initial ~~in which those temporary differences are expected to be recovered or settled. The~~Public ~~effect~~Offering based on ~~deferred tax assets and liabilities of~~ a ~~change~~relative infair ~~tax~~value ~~rates~~basis, iscompared ~~recognized~~to intotal ~~income~~proceeds inreceived. ~~the~~Offering ~~period~~costs ~~that~~associated ~~included~~with ~~the~~warrant ~~enactment~~liabilities ~~date. Valuation allowances~~ are ~~established,~~expensed ~~when~~as ~~necessary~~incurred, topresented ~~reduce~~as ~~deferred~~non-operating ~~tax~~expenses ~~assets~~in to the ~~amount~~condensed ~~expected~~statements toof ~~be realized~~operations. ~~Our~~Offering ~~effective tax~~costs ~~rate~~associated ~~was~~with the ~~13.05%~~Public ~~and~~Shares ~~0.00%~~were ~~for~~charged against the ~~three~~carrying ~~months~~value ~~ended~~of ~~September~~the ~~30,~~Class ~~2022~~A ~~and~~common ~~2021,~~stock ~~respectively,~~upon ~~and~~the ~~2.56%~~completion ~~and~~of ~~0.00% for~~ the ~~nine~~Initial ~~months ended~~Public ~~September 30, 2022 and 2021, respectively~~Offering. The ~~effective~~Company ~~tax~~classifies ~~rate~~deferred ~~differs~~underwriting ~~from~~commissions ~~the~~as ~~statutory~~non-current ~~tax~~liabilities ~~rate~~as oftheir ~~21%~~liquidation ~~for~~is ~~the~~not ~~three~~reasonably ~~and~~expected ~~nine~~to ~~months~~require ~~ended~~the ~~September~~use ~~30,~~of ~~2022~~current ~~and~~assets ~~2021,~~or ~~due~~require ~~to changes in fair value in warrant liabilities and~~ the ~~valuation~~creation ~~allowance~~of oncurrent ~~the deferred tax assets~~liabilities.

~~FASB ASC 740 prescribes a~~Income recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. 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 is subject to income tax examinations by major taxing authorities since inception.Taxes

~~Net~~The Company’s ~~Income~~taxable ~~per~~income ~~Share~~primarily consists of ~~Common~~interest ~~Stock~~income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible.

The Company ~~complies~~follows ~~with accounting~~the asset and ~~disclosure~~liability ~~requirements~~method of accounting for income taxes under FASB ASC ~~Topic 260~~740, “~~Earnings~~Income ~~Per Share~~Taxes.” ~~The~~Deferred ~~Company~~tax ~~has~~assets ~~two~~and ~~classes~~liabilities are ofrecognized ~~shares, which~~for ~~are~~the ~~referred~~estimated future tax consequences attributable to asdifferences ~~Class~~between Athe ~~common~~financial ~~stock~~statement carrying amounts of existing assets and ~~Class~~liabilities Band ~~common~~their ~~stock~~respective tax bases. ~~Income~~Deferred tax assets and ~~losses~~liabilities are ~~shared~~measured ~~pro~~using ~~rata~~enacted ~~between~~tax rates expected to apply to taxable income in the ~~two~~years ~~classes of~~in ~~shares~~which those temporary differences are expected to be recovered or settled. ~~Net~~The effect ~~income~~on ~~(loss)~~deferred ~~per~~tax ~~share~~assets and liabilities of ~~common~~a ~~stock~~change in tax rates is ~~calculated~~recognized byin ~~dividing~~income in the ~~net~~period ~~income~~that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Our effective tax rate was (~~loss~~53.1%) byand 0.00% for the ~~weighted~~three ~~average~~months ~~number~~ended March 31, 2023 and 2022, respectively. The effective tax rate differs from the ofstatutory ~~common~~tax ~~stock~~rate ~~outstanding~~of 21% for the ~~respective~~three ~~period~~months ended March 31, 2023 and 2022, due to changes in fair value in warrant liabilities and the valuation allowance on the deferred tax assets.

~~The calculation of diluted~~FASB ~~net~~ASC ~~income~~740 ~~per~~prescribes ~~share~~a ofrecognition ~~common~~threshold ~~stock~~and ~~does~~a ~~not~~measurement ~~consider~~attribute ~~the~~for ~~effect of~~ the ~~warrants~~financial ~~underlying~~statement ~~the~~recognition ~~Units~~and ~~sold~~measurement inof ~~the~~tax positions ~~Initial~~taken ~~Public~~or ~~Offering (including~~expected ~~exercise~~to ofbe ~~the~~taken ~~over-allotment~~in ~~option)~~a ~~and~~tax ~~the~~return. ~~Private~~For ~~Placement~~those ~~Warrants~~benefits to ~~purchase~~be 30recognized,~~980,000~~ ~~shares~~a oftax ~~Class~~position Amust ~~common~~be ~~stock in~~more ~~the~~likely ~~calculation~~than not ofto ~~diluted~~be ~~income~~sustained ~~per~~upon ~~share,~~examination ~~since~~by ~~their~~taxing ~~exercise~~authorities. ofThe ~~the~~Company ~~warrants~~recognizes isaccrued ~~contingent~~interest ~~upon~~and ~~the~~penalties ~~occurrence~~related ofto ~~future events.~~unrecognized Astax abenefits ~~result,~~as ~~diluted net~~ income ~~per~~tax ~~share~~expense. ofThe ~~common~~Company ~~stock~~ is ~~the~~currently ~~same~~not asaware ~~basic~~of ~~net~~any ~~income~~issues ~~per~~under ~~share~~review ofthat ~~common~~could ~~stock~~result ~~for~~in ~~the~~significant ~~three and~~payments, ~~nine~~accruals ~~months~~or ~~ended~~material ~~September~~deviation ~~30,~~from ~~2022~~its ~~and 2021~~position. ~~Re-measurement~~The ~~associated~~Company ~~with the redeemable Class A common stock~~ is ~~excluded~~subject ~~from~~to ~~earnings per~~income ~~share~~tax asexaminations ~~the~~by ~~redemption~~major ~~value~~taxing ~~approximates~~authorities ~~fair value~~since inception.

11Net Income per Share of Common Stock

The Company ~~table~~complies ~~below~~with ~~presents~~accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has atwo ~~reconciliation~~classes of ~~the~~shares, ~~numerator~~which are referred to as Class A common stock and ~~denominator~~Class ~~used~~B tocommon ~~compute~~stock. ~~basic~~Income and ~~diluted~~losses ~~net~~are shared pro rata between the two classes of shares. Net income per share of common stock ~~for~~is ~~each~~calculated ~~class~~by dividing the net income by the weighted average number of common stock: outstanding for the respective period.

	For the Three Months Ended				For the Three Months Ended
	September 30, 2022				September 30, 2021
	Class A		Class B		Class A		Class B
Numerator:
Allocation of net income	$	1,990,073	$	497,518	$	3,183,594	$	795,899
Denominator:
Weighted average common stock outstanding, basic and diluted		41,400,000		10,350,000		41,400,000		10,350,000
Basic and diluted net income per share of common stock	$	0.05	$	0.05	$	0.08	$	0.08

The calculation of diluted net income per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement Warrants to purchase 30,980,000 shares of Class A common stock in the calculation of diluted income per share, since their exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the three months ended March 31, 2023 and 2022. Re-measurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

	For the Nine Months Ended				For the Nine Months Ended
	September 30, 2022				September 30, 2021
	Class A		Class B		Class A		Class B
Numerator:
Allocation of net income	$	12,885,220	$	3,221,305	$	481,214	$	120,303
Denominator:
Weighted average common stock outstanding, basic and diluted		41,400,000		10,350,000		41,400,000		10,350,000
Basic and diluted net income per share of common stock	$	0.31	$	0.31	$	0.01	$	0.01

~~Recent~~The ~~Accounting~~table ~~Pronouncements~~below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share of common stock for each class of common stock:

The Company’s management does not believe that there are any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

	For the Three Months Ended March 31,
	2023						2022
	Class A			Class B			Class A		Class B

Numerator:
Allocation of net (loss) income	$	(3,286	)	$	(27,680	)	$	8,185,858	$	2,046,464

Denominator:
Weighted average common stock outstanding, basic and diluted		1,228,794			10,350,000			41,400,000		10,350,000

Basic and diluted net (loss) income per share of common stock	$	(0.00	)	$	(0.00	)	$	0.20	$	0.20

~~Note~~Recent Accounting ~~3 - Initial Public Offering~~Pronouncements

OnThe Company’s ~~December~~management ~~15,~~does ~~2020,~~not ~~the Company~~believe ~~consummated~~that ~~its~~there ~~Initial~~are ~~Public~~any ~~Offering~~other ofrecently 41issued,~~400,000~~ ~~Units,~~but ~~including~~not ~~5,400,000~~yet ~~Over-Allotment Units~~effective, ataccounting ~~$10.00 per Unit~~standards, ~~generating~~if ~~gross~~currently ~~proceeds of $414.0 million~~adopted, ~~and~~would ~~incurring~~have ~~offering~~a ~~costs~~material ofeffect ~~approximately~~on ~~$23.3~~the ~~million,~~Company’s ~~inclusive~~unaudited ofcondensed ~~approximately~~financial ~~$14~~statements.~~5 million in deferred underwriting commissions.~~

~~Each Unit consists of one~~Note ~~share~~3 ~~of Class A common stock and one~~-~~half~~ ofInitial ~~one redeemable warrant (each, a “~~Public ~~Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).~~Offering

~~Note~~On December 415, 2020, the Company consummated its Initial Public Offering of 41,400,000 Units, including 5,400,000 Over-Allotment ~~Related~~Units, at ~~Party~~$10.00 ~~Transactions~~per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million in deferred underwriting commissions.

~~Founder~~Each Unit ~~Shares~~consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

~~On August 27, 2020, the Sponsor~~Note ~~subscribed~~4 to purchase 10,062,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on September 22, 2020. On November 23, 2020, the Sponsor surrendered 1,437,500 shares of Class B common stock to the Company for cancellation for no consideration. On December 10, 2020, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender and the stock split. The initial stockholders agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-~~allotment~~ ~~option~~Related ~~was~~Party not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on December 15, 2020; thus, these 1,350,000 Founder Shares were no longer subject to forfeiture.Transactions

~~The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the~~ Founder ~~Shares until the earlier to occur of: (i) one~~ year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.Shares

12On August 27, 2020, the Sponsor subscribed to purchase 10,062,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on September 22, 2020. On November 23, 2020, the Sponsor surrendered 1,437,500 shares of Class B common stock to the Company for cancellation for no consideration. On December 10, 2020, the Company effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender and the stock split. The initial stockholders agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on December 15, 2020; thus, these 1,350,000 Founder Shares were no longer subject to forfeiture.

~~Private~~The initial ~~Placement~~stockholders ~~Warrants~~agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.3 million, and incurring offering costs of approximately $8,000.12

~~Each whole~~ Private ~~Placement~~ ~~Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private~~ Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash (except as described below) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

~~The~~Simultaneously with ~~Sponsor~~the ~~agreed,~~closing ~~subject to~~of ~~limited~~the ~~exceptions,~~Initial ~~not~~Public ~~to transfer~~Offering, ~~assign~~the orCompany ~~sell~~consummated the Private Placement of 10,280,000 Private Placement Warrants at ~~until~~a 30price ~~days~~of ~~after~~$1.00 per Private Placement Warrant to the ~~completion~~Sponsor, generating proceeds of ~~the~~approximately ~~initial~~$10.3 million, and incurring offering ~~Business~~costs ~~Combination~~of approximately $8,000.

~~Related~~Each whole ~~Party~~Private ~~Loans~~Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash (except as described below) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

~~On August 27, 2020, the~~The Sponsor agreed, subject to ~~loan~~limited ~~the~~exceptions, ~~Company~~not ~~an aggregate of up~~ to ~~$300~~transfer,~~000~~ toassign ~~cover~~or ~~expenses~~sell ~~related to~~ the ~~Initial~~Private ~~Public~~Placement ~~Offering~~Warrants ~~pursuant~~until ~~to a~~30 ~~promissory~~days ~~note~~after (the ~~“Note”). This loan was non-interest bearing and payable upon the~~ completion of the ~~Initial~~initial ~~Public Offering.~~Business ~~As of December 15, 2020, the Company borrowed approximately $139,000 from the related party under the Note and fully repaid the balance on December 16, 2020~~Combination. ~~Subsequent to the repayment, the facility was no longer available to the Company.~~

~~In addition, in order to~~Related ~~fund~~Party working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2022 and December 31, 2021, the Company had no borrowings under the Working Capital Loans.

On August ~~April 14~~27, ~~2022~~2020, the ~~Company entered~~Sponsor ~~into~~agreed ato ~~promissory~~loan ~~note~~the ~~with~~Company ~~the~~an ~~Sponsor,~~aggregate ~~pursuant~~of up to ~~which~~$300,000 ~~the~~to ~~Company~~cover ~~may~~expenses ~~borrow~~related up to anthe ~~aggregate~~Initial ~~principal~~Public Offering ~~amount~~pursuant ofto ~~$3.0 million~~a promissory note (the “~~Post-IPO Promissory~~ Note”). ~~The~~This ~~Post-IPO~~loan ~~Promissory~~was ~~Note is~~ non-interest bearing and ~~due~~payable onupon the ~~earlier~~completion of ~~December 31, 2022 and~~ the ~~date~~Initial onPublic ~~which the Company consummates its initial business combination~~Offering. IfAs ~~the~~of ~~Company~~December ~~completes a business combination~~15, ~~it would repay such additional loaned amounts~~2020, ~~without interest, upon consummation of~~ the ~~business~~Company ~~combination.~~borrowed Inapproximately ~~the event that a business combination does not close~~$139,000 ~~the~~from ~~Company may use a portion of~~ the ~~working~~related ~~capital~~party ~~held~~under ~~outside~~ the ~~trust account to repay~~Note ~~such~~and ~~additional~~fully ~~loaned~~repaid ~~amounts but no proceeds from~~ the ~~trust~~balance ~~account would be used for such repayment. If the Company fully draws down~~ on ~~the~~December ~~Post-IPO Promissory Note and requires additional funds for working capital purposes~~16, ~~the~~2020. ~~Sponsor,~~Subsequent anto ~~affiliate of~~ the ~~Sponsor~~repayment, or the ~~Company’s~~facility ~~officers~~was ~~and~~no ~~directors~~longer ~~may,~~available ~~but are not obligated~~ to, ~~loan~~ the Company ~~such additional funds as may be required~~. Borrowings made by the Company during the first quarter of 2022 were subsequently formalized with the execution of the Post-IPO Promissory Note on April 14, 2022. As of September 30, 2022, there was $890,000 outstanding under the Post-IPO Promissory Note.

13In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2023 and December 31, 2022, other than the Post-IPO Promissory Note, the Company had no borrowings under the Working Capital Loans.

~~Service~~On April 14, 2022, the Company entered into a promissory note with the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $3.0 million Post-IPO Promissory Note. The Post-IPO Promissory Note is non-interest bearing and ~~Administrative~~due ~~Fees~~on the earlier of December 15, 2023 and the date on which the Company consummates its initial business combination. If the Company completes a business combination, it would repay such additional loaned amounts, without interest, upon consummation of the business combination. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such additional loaned amounts but no proceeds from the Trust Account would be used for such repayment. If the Company fully draws down on the Post-IPO Promissory Note and requires additional funds for working capital purposes, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company such additional funds as may be required. Borrowings made by the Company during the first quarter of 2023 were subsequently formalized with the execution of the Post-IPO Promissory Note on April 14, 2022.

~~Commencing on the date that~~On ~~the~~January ~~Company’s securities were first listed on Nasdaq through the earlier of the consummation of the initial Business Combination and the Company’s liquidation~~19, ~~the Company agreed to pay the Sponsor $10~~2023,~~000~~ ~~per~~pursuant ~~month for office space, secretarial and administrative services provided~~ to ~~members of~~ the ~~management~~Post-IPO ~~team.~~Promissory ~~The Company incurred $30~~Note,~~000~~ ~~in connection with such services for~~ the ~~three~~Sponsor ~~months ended~~loaned ~~September 30, 2022 and 2021, as reflected in~~ the ~~accompanying condensed statements of operations. The~~ Company ~~incurred~~additional $90725,000 ~~in connection with such services for the nine months ended September 30, 2022 and 2021, as reflected in the accompanying condensed statements of operations~~. As of September 30, 2022 and December 31, 2021, an aggregate of $215,000 and $125,000 in accrued expenses with related party was outstanding, respectively, as reflected in the accompanying condensed balance sheets.

InOn March ~~addition~~1, ~~the Sponsor~~2023, ~~executive~~ ~~officers~~the Company and ~~directors,~~Sponsor oramended ~~any~~and ofrestated ~~their~~the ~~respective~~Post-IPO ~~affiliates~~Promissory ~~will~~Note besuch ~~reimbursed~~that ~~for~~the ~~any out~~Post-~~of-pocket~~IPO ~~expenses~~Promissory ~~incurred~~Note inwill ~~connection~~be ~~with~~repaid ~~activities~~ on the ~~Company’s~~earlier ~~behalf~~of ~~such~~(i) asDecember ~~identifying~~15, ~~potential~~2023 ~~target businesses~~ and ~~performing~~(ii) ~~due~~the ~~diligence on~~effective ~~suitable~~date ~~Business~~of ~~Combinations. The audit committee will review on~~ a ~~quarterly~~merger, ~~basis~~share ~~all~~exchange, ~~payments~~asset ~~that~~acquisition, ~~were~~share ~~made to the Sponsor~~purchase, ~~executive~~ ~~officers~~reorganization or ~~directors,~~similar orbusiness ~~their~~combination, ~~respective~~involving ~~affiliates.~~the ~~Any~~Company ~~such~~and ~~payments~~one ~~prior~~or tomore anbusinesses, ~~initial~~without ~~Business Combination will be made from funds held outside the Trust Account~~interest.

~~Note~~As of 5March 31, 2023, there was approximately $1.8 million outstanding under the Post-IPO ~~Commitments~~Promissory &Note, ~~Contingencies~~with $1.2 million principal balance unutilized.

~~Registration Rights~~13

~~The holders of Founder Shares,~~Service ~~Private Placement Warrants~~ and ~~warrants~~Administrative that may be issued upon conversion of Working Capital Loans, if any, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Fees

~~Underwriting~~Commencing on ~~Agreement~~the date that the Company’s securities were first listed on Nasdaq through the earlier of the consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. The Company incurred $30,000 and $30,000 in connection with such services for the three months ended March 31, 2023 and 2022, as reflected in the accompanying condensed statements of operations. As of March 31, 2023 and December 31, 2022, approximately $274,000 and $244,000 in accrued expenses with related party was outstanding, respectively, as reflected in the accompanying condensed balance sheets.

~~The~~In addition, ~~underwriters~~the ~~were~~Sponsor, ~~entitled to~~executive anofficers ~~underwriting~~and ~~discount~~directors, or any of ~~$0.20~~their ~~per~~respective ~~unit,~~affiliates ~~approximately~~will ~~$8.3~~be ~~million~~reimbursed infor ~~the~~any ~~aggregate,~~out-of-pocket expenses ~~paid~~incurred ~~upon~~in ~~the~~connection ~~closing~~with ofactivities on the ~~Initial~~Company’s ~~Public Offering.~~behalf Insuch ~~addition,~~as ~~$0.35~~identifying ~~per~~potential ~~unit,~~target orbusinesses ~~approximately~~and ~~$14.5~~performing due ~~million~~diligence inon ~~the~~suitable ~~aggregate~~Business ~~will~~Combinations. beThe ~~payable~~audit tocommittee ~~the~~will ~~underwriters~~review ~~for~~on ~~deferred underwriting~~a ~~commissions.~~quarterly ~~The~~basis ~~deferred~~all ~~fee~~payments ~~will~~that ~~become~~were ~~payable~~made to the ~~underwriters~~Sponsor, ~~from~~executive ~~the~~officers ~~amounts~~or ~~held~~directors, inor ~~the~~their ~~Trust~~respective ~~Account~~affiliates. ~~solely in~~Any ~~the~~such ~~event~~payments ~~that~~prior ~~the~~to ~~Company~~an ~~completes~~initial a Business Combination, will ~~subject~~be tomade ~~the~~from ~~terms~~funds ofheld outside the ~~underwriting~~Trust ~~agreement~~Account.

~~Risks~~Financial Advisory ~~and Uncertainties~~Services

~~Management continues to~~On ~~evaluate~~February ~~the~~2, ~~impact~~2023, of the ~~COVID-19~~Company ~~pandemic~~entered oninto ~~the~~an ~~industry~~arrangement ~~and~~to ~~has~~obtain ~~concluded~~financial ~~that~~advisory ~~while~~services itfor is$2.0 ~~reasonably~~million ~~possible~~in ~~that~~connection ~~the~~with ~~virus could~~a ~~have~~specific atarget ~~negative~~in ~~effect on~~ the Company’s ~~financial position, results of its operations and/or~~ search for a ~~target~~prospective ~~company,~~initial ~~the~~Business ~~specific impact is not readily determinable as of the date of these unaudited condensed financial statements~~Combination. The ~~unaudited~~fee ~~condensed~~for ~~financial statements~~these doservices ~~not~~is ~~include~~contingent ~~any adjustments that might result from~~ upon the ~~outcome~~closing of ~~this~~the ~~uncertainty~~targeted transaction.

~~In February 2022, a military~~Note ~~conflict~~5 ~~started~~- ~~between~~Commitments ~~Russia~~& and Ukraine. The ongoing military conflict between Russia and Ukraine has provoked strong reactions from the United States, the United Kingdom, the European Union and various other countries around the world, including the imposition of broad financial and economic sanctions against Russia. Further, the precise effects of the ongoing military conflict and these sanctions on the global economies remain uncertain as of the date of these condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements.Contingencies

14Registration Rights

~~On August 16, 2022, the~~The ~~Inflation~~holders ~~Reduction Act~~ of ~~2022~~Founder ~~(the “IR Act”) was signed into federal law. The IR Act provides for~~Shares, ~~among~~Private ~~other~~Placement ~~things, a~~Warrants ~~new~~and ~~U.S.~~warrants ~~federal~~that 1%may ~~excise~~be ~~tax~~issued onupon ~~certain~~conversion ~~repurchases~~ of ~~stock~~Working byCapital ~~publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1~~Loans, ~~2023.~~if ~~The excise tax is imposed on the repurchasing corporation itself~~any, ~~not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair~~ ~~market~~and ~~value~~any ~~of the~~ shares ~~repurchased at the time~~ of ~~the~~Class ~~repurchase.~~A ~~However,~~common ~~for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new~~ stock ~~issuances~~issuable ~~against~~upon the ~~fair~~exercise ~~market value~~ of ~~stock repurchases during~~ the ~~same~~Private ~~taxable~~Placement ~~year.~~Warrants Inare ~~addition,~~entitled ~~certain exceptions apply~~ to ~~the~~registration ~~excise tax. The U.S. Department of the Treasury (the “Treasury”)~~rights ~~has~~pursuant ~~been given authority~~ to ~~provide~~a ~~regulations~~registration ~~and~~rights ~~other~~agreement ~~guidance~~signed toupon ~~carry out and prevent~~ the ~~abuse~~consummation ~~or avoidance~~ of the ~~excise~~Initial ~~tax. Any~~Public ~~share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax~~Offering. ~~Whether~~These ~~and~~holders toare ~~what~~entitled ~~extent the Company would be subject~~ to ~~the excise tax in connection~~ ~~with~~certain ademand ~~Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions~~ and ~~repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any~~ “~~PIPE~~piggyback” ~~(Private~~registration ~~Investment~~rights. inThe ~~Public~~Company ~~Entity)~~will orbear ~~other~~the ~~equity~~expenses ~~issuances~~incurred in connection with a ~~Business Combination (or otherwise issued not in connection with a Business Combination but issued within~~ the ~~same taxable year of~~filing ~~a Business Combination) and (iv) the content~~ of ~~regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of~~ any ~~required~~such ~~payment~~registration ~~of the excise tax have not been determined~~statements. ~~The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.~~

~~Note 6 - Warrants~~Underwriting Agreement

AsThe underwriter was entitled to an underwriting discount of ~~September~~$0.20 30per unit, ~~2022 and~~approximately ~~December~~$8.3 ~~31,~~million ~~2021~~in the aggregate, paid upon the ~~Company~~closing ~~had~~of 20the Initial Public Offering. In addition,~~700~~ $0.35 per unit,~~000~~ ~~Public~~or ~~Warrants~~approximately ~~and~~$14.5 10million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee would become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,~~280,000~~ ~~Private~~subject ~~Placement~~to ~~Warrants~~the ~~issued~~terms ~~and~~of ~~outstanding~~the underwriting agreement.

~~Public~~On ~~Warrants~~February ~~may~~10, ~~only be~~2023, ~~exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of~~ the ~~Units~~underwriter ~~and~~waived ~~only~~its ~~whole~~entitlement ~~Public Warrants~~to ~~will trade. The Public Warrants will become exercisable on~~ the ~~later of (a) 30 days after the completion of a Business Combination~~ ~~and~~payment ~~(b) 12 months from the closing~~ of ~~the~~any ~~Initial~~deferred ~~Public~~discount ~~Offering;~~to ~~provided~~be inpaid ~~each case that the Company has an effective registration statement~~ under the ~~Securities~~terms ~~Act covering the issuance~~ of ~~the~~underwriting ~~shares~~agreement. ofAs ~~Class A common stock issuable upon exercise of the Public Warrants and~~ a ~~current prospectus relating to them is available and such shares are registered~~result, ~~qualified or exempt from registration under~~ the ~~securities,~~ orreduction ~~blue~~in ~~sky,~~deferred ~~laws~~fees ~~of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants~~was split on a ~~cashless~~pro rata basis ~~under~~between ~~the~~additional ~~circumstances specified~~ paid-in ~~the~~capital ~~warrant~~and ~~agreement).~~other ~~The~~income ~~Company~~based ~~has~~upon ~~agreed that as soon as practicable, but in no event later than 15 business days after~~ the ~~closing~~original amount of the ~~initial~~deferred ~~Business Combination, the Company will use its commercially~~underwriting ~~reasonable~~fee’s ~~efforts~~allocation to ~~file,~~the ~~and~~liability-classified ~~within~~instruments 60in ~~business days following~~ the initial ~~Business~~public ~~Combination~~offering. ~~to have declared effective~~Therefore, ~~a registration statement covering~~ the ~~issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current~~ ~~prospectus~~deferred ~~relating~~underwriting tofee ~~those~~was ~~shares~~reduced ~~of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective~~ by ~~the 60th business day after the closing of the initial Business Combination~~$14, ~~warrant holders may~~490, ~~until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement~~000, ~~exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)~~ of ~~the~~which ~~Securities Act or another exemption. Notwithstanding the above~~$405, ~~if the Company’s shares~~720 ofis ~~Class~~shown Ain ~~common stock are at~~ the ~~time~~condensed ofstatement ~~any exercise~~ of aoperations ~~warrant~~as ~~not listed on a national securities exchange such that they satisfy~~ the ~~definition~~reversal of atransaction costs ~~“covered~~incurred ~~security”~~in ~~under~~connection ~~Section~~with ~~18(b)(1)~~IPO ofand ~~the Securities Act~~$14, ~~the Company may~~084,280 atis ~~its~~charged ~~option, require holders of Public Warrants who exercise their warrants~~ to ~~do so on a “cashless basis”~~ additional paid-in ~~accordance~~capital ~~with Section 3(a)(9) of the Securities Act and,~~ in the ~~event~~statement ~~the~~of ~~Company~~stockholders’ sodeficit. ~~elect,~~As ~~it will not be required to file or maintain in effect~~ a ~~registration~~result ~~statement, and~~of in the ~~event the Company do not so elect~~reduction, ~~it will use its best efforts to register or qualify~~ the ~~shares~~outstanding ~~under~~deferred ~~applicable~~underwriting ~~blue sky~~fee ~~laws~~payable towas ~~the~~reduced ~~extent~~to ~~an exemption is not available~~zero.

15Risks and Uncertainties

~~The warrants have an exercise~~Management ~~price~~continues ofto ~~$11.50~~evaluate ~~per share and will expire five years after~~ the ~~completion~~impact of ~~a Business Combination or earlier upon redemption or liquidation. If (x)~~ the ~~Company issues additional shares of Class A common stock or equity~~COVID-~~linked~~19 ~~securities~~pandemic ~~for~~on ~~capital raising purposes in connection with~~ the ~~closing~~industry of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, inhas ~~the~~concluded ~~case of~~that ~~any~~while ~~such~~it ~~issuance~~is toreasonably ~~the~~possible ~~initial stockholders or their respective affiliates, without taking into account any Founder Shares held~~that by the ~~initial~~virus ~~stockholders~~could orhave ~~such~~a ~~affiliates,~~negative aseffect ~~applicable,~~on ~~prior to such issuance) (~~the ~~“Newly~~Company’s ~~Issued~~financial ~~Price”)~~position, ~~(y)~~results ~~the aggregate gross proceeds from such issuances represent more than 60%~~ of ~~the~~its ~~total~~operations ~~equity proceeds,~~ and/or ~~interest~~search ~~thereon, available~~ for ~~the~~ ~~funding~~a ~~of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions),~~target and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such pricecompany, the ~~“Market~~specific ~~Value”)~~impact is ~~below~~ ~~$9.20~~not ~~per~~readily ~~share,~~determinable ~~the~~as ~~exercise price~~ of the ~~warrants~~date ~~will be adjusted (to the nearest cent) to be equal to 115%~~ of ~~the~~these ~~higher~~unaudited ~~of the~~condensed ~~Market~~financial ~~Value and the Newly Issued Price, the $18~~statements.00 ~~per~~The ~~share redemption trigger price described below will be adjusted (to the nearest~~unaudited ~~cent)~~condensed tofinancial bestatements ~~equal~~do tonot ~~180%~~include ofany ~~the~~adjustments ~~higher~~that ofmight ~~the~~result ~~Market~~from ~~Value and~~ the ~~Newly~~outcome ~~Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher~~ of ~~the~~this ~~Market Value and the Newly Issued Price~~uncertainty.

~~The Private Placement Warrants~~In ~~will~~February be2022, ~~identical~~a tomilitary ~~the~~conflict ~~Public~~started ~~Warrants,~~between ~~except~~Russia ~~that~~and ~~the~~Ukraine. ~~Private~~The ~~Placement~~ongoing ~~Warrants~~military ~~will~~conflict ~~not~~between beRussia ~~transferable,~~and ~~assignable~~Ukraine orhas ~~salable~~provoked ~~until~~strong 30reactions ~~days~~from ~~after~~ the ~~completion~~United ofStates, the ~~initial~~United ~~Business~~Kingdom, ~~Combination (except pursuant to certain limited exceptions to~~ the ~~officers and~~European ~~directors~~Union and various other ~~persons~~countries oraround ~~entities~~the ~~affiliated~~world, ~~with~~ including the ~~initial~~imposition ~~purchasers~~ of ~~the~~broad ~~Private~~financial ~~Placement Warrants)~~ and, ~~except~~economic ~~as set~~sanctions ~~forth~~against ~~below~~Russia. Further, ~~they~~the ~~will~~precise ~~not~~effects beof ~~redeemable by~~ the ~~Company~~ongoing somilitary ~~long~~conflict and asthese ~~they~~sanctions ~~are~~on ~~held by~~ the ~~Sponsor~~global oreconomies ~~its~~remain ~~permitted~~uncertain ~~transferees.~~as ~~The Sponsor,~~of ~~or its permitted transferees, has~~ the ~~option~~date toof ~~exercise~~these ~~the~~condensed ~~Private~~financial ~~Placement Warrants on a cashless basis~~statements. IfThe ~~the~~specific ~~Private~~impact ~~Placement~~on ~~Warrants are held by holders other than~~ the ~~Sponsor~~Company’s orfinancial ~~its permitted transferees~~condition, ~~the~~results ~~Private~~of ~~Placement~~operations, ~~Warrants~~and ~~will~~cash beflows ~~redeemable by~~is usalso innot ~~all~~determinable ~~redemption~~as ~~scenarios~~of ~~and exercisable by~~ the ~~holders~~date onof ~~the~~these ~~same~~condensed financial ~~basis as the Public Warrants~~statements.

~~Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00:~~14

~~Once~~On August 16, 2022, the ~~warrants~~Inflation ~~become~~Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, ~~exercisable~~among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the ~~Company~~repurchasing ~~may~~corporation ~~redeem~~itself, not its shareholders from which shares are repurchased. The amount of the ~~outstanding~~excise ~~warrants~~tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for ~~cash~~purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (~~except~~the as“Treasury”) ~~described~~has ~~herein~~been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with ~~respect~~a Business Combination, extension vote or otherwise, may be subject to the ~~private~~excise ~~placement~~tax. Whether and to what extent the Company would ~~warrants~~be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i): the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” (Private Investment in Public Entity) or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

●Note 6 in- ~~whole and not in part;~~Warrants

●As of atMarch a31, ~~price~~2023 ofand ~~$0.01~~December ~~per~~31, ~~warrant;~~2022, the Company had 20,700,000 Public Warrants and 10,280,000 Private Placement Warrants.

●Public Warrants ~~upon~~may only be exercised for a ~~minimum~~whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days’ ~~prior~~after ~~written~~the ~~notice~~completion of a Business Combination and (b) 12 months from the closing of ~~redemption~~the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Public Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company do not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

● if, and only if, the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).15

The warrants ~~Company~~have an exercise price of $11.50 per share and will ~~not~~expire ~~redeem~~ five years after the ~~warrants~~completion asof ~~described~~a ~~above~~Business ~~unless~~Combination anor ~~effective~~earlier upon ~~registration~~redemption ~~statement~~or ~~under~~liquidation. If (x) the ~~Securities~~Company ~~Act~~issues ~~covering~~additional ~~the~~shares of Class A common stock or equity-linked securities for capital ~~issuable~~raising ~~upon~~purposes ~~exercise~~in connection with the closing of the ~~warrants~~initial isBusiness Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, ain ~~current~~the ~~prospectus~~case ~~relating~~of any such issuance to ~~those~~the ~~shares~~initial stockholders or their respective affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock isduring ~~available~~the 20 trading day period ~~throughout~~starting on the ~~30-~~trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption ~~period~~trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

~~Redemption~~The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants are not be transferable, assignable or salable until 30 days after the completion of ~~warrants~~the ~~for~~initial Business ~~when~~Combination (except pursuant to certain limited exceptions to the ~~price~~officers and directors and other persons or entities affiliated ~~per~~with ~~share~~the initial purchasers of ~~Class~~the APrivate ~~common~~Placement ~~stock~~Warrants) ~~equals~~and, except as set forth below, they are not be redeemable by the Company so long as they are held by the Sponsor or ~~exceeds~~its ~~$10~~permitted transferees.~~00:~~ The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

~~Once~~Redemption of ~~the~~ warrants ~~become exercisable,~~when the ~~Company~~price ~~may~~per ~~redeem~~share ~~the~~of ~~outstanding~~Class ~~warrants~~A ~~(except~~common asstock ~~described~~equals ~~herein~~or ~~with~~exceeds ~~respect to the Private Placement Warrants)~~$18.00:

●Once the inwarrants ~~whole~~become ~~and~~exercisable, ~~not~~the inCompany ~~part;~~may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants):

● atin ~~$0.10~~whole ~~per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption~~ and ~~receive~~not ~~that~~in ~~number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock~~part;

● ~~if,~~at ~~and~~a ~~only if, the closing~~ price of ~~the Class A common stock equals or exceeds~~ $100.0001 per ~~Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends notice of redemption to the~~ warrant ~~holders~~; ~~and~~

16● upon a minimum of 30 days’ prior written notice of redemption; and

● if, and only if, the ~~Reference~~closing ~~Value~~price isof ~~less~~the ~~than~~Class ~~$18.00~~A ~~per~~common ~~share~~stock ~~(as~~for ~~adjusted),~~any ~~the~~20 ~~Private~~trading ~~Placement~~days ~~Warrants~~within ~~must~~a ~~also~~30-trading ~~concurrently~~day beperiod ~~called~~ending ~~for~~three ~~redemption~~trading ondays before the ~~same~~Company ~~terms~~sends asthe notice of redemption to the ~~outstanding~~warrant ~~Public~~holders ~~Warrants,~~(the as“Reference ~~described~~Value”) ~~above~~equals or exceeds $18.00 per share (as adjusted).

The ~~“fair market value”~~ ofCompany ~~Class~~will Anot ~~common~~redeem ~~stock shall mean~~ the ~~volume~~warrants ~~weighted~~as ~~average~~described ~~price~~above ofunless ~~Class~~an Aeffective ~~common~~registration ~~stock~~statement ~~during~~under the 10Securities ~~trading~~Act ~~days immediately following~~covering the ~~date~~Class onA ~~which~~common ~~the~~stock ~~notice~~issuable ofupon ~~redemption~~exercise ~~is sent to the holders~~ of ~~warrants. In no event will~~ the warrants beis ~~exercisable~~effective inand ~~connection with~~a ~~this~~current ~~redemption~~prospectus ~~feature~~relating ~~for~~to ~~more~~those ~~than 0.361~~ shares of Class A common stock ~~per~~is ~~warrant~~available ~~(subject~~throughout tothe ~~adjustment)~~30-day redemption period.

~~In no event will the Company~~Redemption be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants ~~will~~for ~~not~~when ~~receive any of such funds with respect to their warrants, nor will they receive any distribution from~~ the ~~Company’s~~price ~~assets~~per ~~held~~share ~~outside~~ of ~~the~~Class ~~Trust~~A ~~Account~~common ~~with~~stock ~~the~~equals ~~respect to~~or ~~such~~exceeds ~~warrants~~$10. ~~Accordingly, the warrants may expire worthless.~~00:

~~Note~~Once the 7warrants -become ~~Class~~exercisable, Athe ~~Common~~Company ~~Stock~~may ~~Subject~~redeem the outstanding warrants (except as described herein with respect to ~~Possible~~the Private ~~Redemption~~Placement Warrants):

~~The~~● ~~Company’s~~in ~~Class A~~whole ~~common stock feature certain redemption rights that are considered to be outside of the Company’s control~~ and ~~subject~~not to the occurrence of future events. The Company is authorized to issue 380,000,000 Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 41,400,000 Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in ~~the condensed balance sheets.~~part;

~~The~~● ~~Class~~at A$0.10 ~~common~~per ~~stock subject~~warrant toupon ~~possible~~a minimum of 30 days’ prior written notice of redemption ~~reflected~~provided that holders will be able to exercise their warrants on ~~the~~a ~~condensed~~cashless ~~balance~~basis ~~sheets~~prior isto ~~reconciled~~redemption and receive that number of shares determined by reference to an agreed table based on the ~~following~~redemption ~~table:~~date and the “fair market value” of Class A common stock;

Gross proceeds received from Initial Public Offering	$	414,000,000
Less:
Fair value of Public Warrants at issuance		(11,592,000	)
Offering costs allocated to Class A common stock		(22,679,546	)
Plus:
Accretion on Class A common stock to redemption value		34,271,546
Class A common stock subject to possible redemption as of December 31, 2021		414,000,000
Increase in redemption value of Class A common stock subject to redemption		1,490,632
Class A common stock subject to possible redemption as of September 30, 2022	$	415,490,632

~~Note~~● 8if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading ~~Stockholders’~~day ~~Deficit~~period ending three trading days before the Company sends notice of redemption to the warrant holders; and

~~Preferred~~● ~~Stock~~if ~~- The~~the ~~Company~~Reference Value is ~~authorized~~less tothan ~~issue 1,000,000 shares of preferred stock, par value~~ $018.~~0001~~00 per share, ~~with~~(as ~~such designations~~adjusted), ~~voting~~the ~~and other~~Private ~~rights~~Placement ~~and~~Warrants ~~preferences~~must asalso ~~may~~concurrently be ~~determined~~called ~~from~~for ~~time~~redemption toon ~~time by~~ the ~~Company’s~~same ~~board~~terms ofas ~~directors.~~the Asoutstanding ofPublic ~~September 30~~Warrants, ~~2022 and~~as ~~December~~described ~~31, 2021, there were no shares of preferred stock issued or outstanding~~above.

The “fair market value” of Class A ~~Common~~common ~~Stock -~~stock ~~The~~shall ~~Company~~mean isthe ~~authorized~~volume toweighted ~~issue~~average ~~380,000,000~~price ~~shares~~ of Class A common stock ~~with~~during athe 10 ~~par~~trading ~~value~~days ofimmediately ~~$0.0001~~following ~~per~~the ~~share.~~date Ason which the notice of ~~September~~ ~~30,~~redemption ~~2022~~is ~~and~~sent ~~December~~to ~~31,~~the ~~2021,~~holders ~~there~~of ~~were~~warrants. ~~41,400,000~~In ~~shares~~no ofevent ~~Class~~will the Awarrants ~~common~~be ~~stock~~exercisable ~~issued~~in ~~and~~connection ~~outstanding,~~with ~~all~~this ofredemption ~~which~~feature ~~were subject~~for tomore ~~possible~~than ~~redemption~~0.361 ~~and~~shares ~~classified~~of asClass ~~temporary~~A ~~equity~~common stock per warrant (~~see~~subject ~~Note~~to 7adjustment).

17In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 7 - Class BA Common Stock - ~~The~~Subject ~~Company is authorized~~ to ~~issue~~Possible ~~20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, 10,350,000 shares of Class B common stock were issued and outstanding.~~Redemption

~~Stockholders~~The Company’s ofClass ~~record~~A common stock feature certain redemption rights that are considered to be outside of the Company’s control ~~entitled~~and subject to ~~one~~the ~~vote~~occurrence ~~for~~of ~~each~~future ~~share~~events. ~~held~~The onCompany ~~all~~is ~~matters~~authorized to beissue ~~voted~~380,000,000 onClass byA ~~stockholders~~common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock ~~and~~are ~~holders~~entitled to one vote for each share. As of March 31, 2023 ~~Class~~and BDecember ~~common~~31, ~~stock~~2022, ~~will~~there ~~vote~~were ~~together~~1,228,794 asClass aA ~~single~~common ~~class~~stock onoutstanding, ~~all~~which ~~matters~~were ~~submitted~~all subject to apossible ~~vote~~redemption and are classified outside of ~~the~~permanent ~~stockholders~~equity ~~except~~in asthe ~~required~~condensed ~~by law~~balance sheets.

The ~~Class B common stock~~ ~~will automatically convert into~~ Class A common stock ~~concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis,~~ subject to ~~adjustment~~possible ~~for~~redemption ~~stock~~reflected ~~splits,~~on ~~stock dividends, reorganizations, recapitalizations and~~ the ~~like,~~ ~~and~~condensed ~~subject~~balance tosheets ~~further~~is ~~adjustment~~reconciled as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on ~~an as-converted basis, 20% of~~ the ~~total~~following number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.table:

Note 9 - Fair Value Measurements

Gross proceeds received from Initial Public Offering	$	414,000,000
Less:
Fair value of Public Warrants at issuance		(11,592,000	)
Offering costs allocated to Class A common stock		(22,679,546	)
Redemption of Public Shares		(405,789,421	)
Plus:
Re-measurement on Class A common stock to redemption value		38,348,907
Class A common stock subject to possible redemption as of December 31, 2022 and March 31, 2023	$	12,287,940

~~The following table presents~~Note ~~information~~8 ~~about~~- ~~the Company~~Stockholders’s ~~financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 by level within the fair value hierarchy:~~Deficit

	Fair Value Measured as of September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets
Investments held in Trust Account	$	416,198,504	$	-	$	-	$	416,198,504
Liabilities:
Warrant liabilities - Public Warrants	$	414,000	$	-	$	-	$	414,000
Warrant liabilities - Private Placement Warrants	$	-	$	-	$	205,600	$	205,600

Preferred Stock – The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

	Fair Value Measured as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Investments held in Trust Account	$	414,043,108	$	-	$	-	$	414,043,108
Liabilities:
Warrant liabilities - Public Warrants	$	10,971,000	$	-	$	-	$	10,971,000
Warrant liabilities - Private Placement Warrants	$	-	$	-	$	5,448,400	$	5,448,400

Class A Common Stock – The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2023 and December 31, 2022, there were 1,228,794 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and classified as temporary equity (see Note 7).

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrant transferred from a Level 3 measurement to a Level 1 measurement as such warrants began to be separately listed and traded in February 2021. There were no transfers to/from Levels 1, 2, and 3 during the nine months ended September 30, 2022.17

18Class B Common Stock – The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of March 31, 2023 and December 31, 2022, 10,350,000 shares of Class B common stock were issued and outstanding.

~~Level~~Stockholders of 1record ~~assets~~are ~~include~~entitled ~~investments in~~to ~~money~~one ~~market~~vote ~~funds~~for ~~that~~each ~~invest~~share ~~solely~~held inon ~~U.S.~~all ~~government~~matters ~~securities.~~to ~~The~~be ~~Company~~voted ~~uses~~on ~~inputs~~by ~~such~~stockholders. asHolders ~~actual~~of ~~trade~~Class ~~data,~~A ~~quoted~~common ~~market~~stock ~~prices~~and ~~from~~holders ~~dealers~~of orClass ~~brokers,~~B ~~and~~common ~~other~~stock ~~similar~~will ~~sources~~vote together as a single class on all matters submitted to ~~determine~~a vote of the ~~fair~~stockholders ~~value~~except as ofrequired ~~its~~by ~~investments~~law.

The Class ~~fair~~B ~~value~~common ofstock ~~warrants issued~~will inautomatically ~~connection~~convert into Class A common stock concurrently with or immediately following the ~~Private~~consummation of ~~Placement~~the ~~has~~initial ~~been~~Business ~~estimated~~Combination ~~using~~on a ~~modified Black~~one-~~Scholes~~for-one ~~model~~basis, atsubject ~~each~~to ~~balance~~adjustment ~~sheet~~for ~~date.~~stock ~~The~~splits, stock dividends, reorganizations, ~~fair~~recapitalizations ~~value~~and ofthe like, and subject to further adjustment as provided herein. In the ~~warrants~~case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the ~~Initial~~initial ~~Public~~Business ~~Offering~~Combination, ~~was~~the ~~initially~~number ~~measured~~of ~~using~~shares of aClass ~~Monte-Carlo~~A ~~simulation, a~~common ~~Level~~stock 3issuable ~~measurement,~~upon ~~and~~conversion ~~subsequently~~of ~~been~~all ~~measured~~Founder atShares ~~each~~will ~~measurement~~equal, ~~date~~in ~~based~~the aggregate, on an as-converted basis, 20% of the ~~market~~total ~~price~~number of ~~such~~shares ~~warrants,~~of aClass ~~Level~~A ~~1 measurement~~common asstock outstanding after such ~~warrants~~conversion ~~began~~(after giving effect to beany ~~separately~~redemptions ~~listed~~of ~~and~~shares of ~~traded~~Class inA ~~February~~common ~~2021.~~stock ~~For~~by ~~the~~Public ~~three~~Stockholders), ~~months~~including ~~ended~~the ~~September~~total ~~30,~~number ~~2022 and~~of ~~2021,~~shares ~~the~~of ~~Company~~Class ~~recognized~~A acommon ~~gain~~stock ~~from~~issued, ~~the~~or ~~decrease~~deemed inissued or ~~the~~issuable ~~fair~~upon ~~value~~conversion or exercise of ~~warrant~~any ~~liabilities~~equity-linked ofsecurities ~~approximately~~or ~~$1.5~~rights ~~million~~issued ~~and $4.3~~or ~~million,~~deemed ~~respectively~~issued, ~~presented~~by asthe ~~change~~Company in ~~fair~~connection with ~~value~~or ofin ~~warrant~~relation ~~liabilities~~to onthe consummation of the ~~accompanying~~initial ~~condensed~~Business ~~statements~~Combination, excluding any shares of ~~operations.~~Class A common stock or equity-linked ~~For~~securities ~~the~~or ~~nine~~rights ~~months~~exercisable ~~ended~~for ~~September~~or ~~30,~~convertible ~~2022~~into ~~and~~shares ~~2021,~~of ~~the~~Class ~~Company~~A ~~recognized~~common astock ~~gain~~issued, ~~from~~or ~~the~~to ~~decrease~~be issued, to any seller in the initial ~~fair~~Business ~~value~~Combination ofand ~~warrant~~any ~~liabilities of~~private ~~approximately~~placement ~~$15.8~~warrants ~~million~~issued ~~and~~to ~~$1.5~~the ~~million~~Sponsor, ~~respectively,~~officers ~~presented~~or asdirectors ~~change~~upon inconversion ~~fair~~of ~~value~~Working Capital Loans, provided that such conversion of ~~warrant~~Founder ~~liabilities~~Shares will never occur on ~~the~~a ~~accompanying condensed~~less ~~statements~~than ofone-for-one ~~operations~~basis.

~~The change in the fair value of the Level 3 derivative~~Note ~~warrant~~9 ~~liabilities~~- ~~for~~Fair ~~the~~Value ~~nine months ended September 30, 2022 and 2021 is summarized as follows:~~Measurements

Warrant liabilities as of December 31, 2021	$	5,448,400
Change in fair value of warrant liabilities		(3,598,000	)
Warrant liabilities as of March 31, 2022		1,850,400
Change in fair value of warrant liabilities		(1,130,800	)
Warrant liabilities as of June 30, 2022		719,600
Change in fair value of warrant liabilities		(514,000	)
Warrant liabilities as of September 30, 2022	$	205,600

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 by level within the fair value hierarchy:

Warrant liabilities as of December 31, 2020	$	23,544,800
	Fair Value Measured as of March 31, 2023
Public warrants transfer to Level 1		(15,732,000	)
	Level 1			Level 2		Level 3		Total
Change in fair value of warrant liabilities		(411,200	)
Liabilities:
Warrant liabilities as of March 31, 2021		7,401,600
Warrant liabilities - Public Warrants	$	828,000		$	—	$	—	$	828,000
Change in fair value of warrant liabilities		1,336,400
Warrant liabilities - Private Placement Warrants	$	—		$	—	$	411,200	$	411,200
Warrant liabilities as of June 30, 2021		8,738,000
Change in fair value of warrant liabilities		(1,439,200	)
Warrant liabilities as of September 30, 2021	$	7,298,800

The estimated fair value of the private placement warrants as of September 30, 2022 and December 31, 2021 was determined using Level 3 inputs. Inherent in modified Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

	Fair Value Measured as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant liabilities - Public Warrants	$	1,242,000	$	—	$	—	$	1,242,000
Warrant liabilities - Private Placement Warrants	$	—	$	—	$	616,800	$	616,800

~~The~~Transfers to/from ~~following~~Levels ~~table~~1, ~~provides quantitative~~2 ~~information~~and ~~regarding~~3 are recognized at the ~~Level~~beginning 3of the reporting period. The estimated fair value of the Public Warrant transferred from a Level 3 measurement ~~inputs~~to ata ~~their~~Level 1 measurement ~~dates:~~as such warrants began to be separately listed and traded in February 2021. There were no transfers to/from Levels 1, 2, and 3 during the three months ended March 31, 2023.

	September 30, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Stock Price	$	9.95		$	9.74
Term (in years)		5.21			5.50
Volatility		6.30	%		9.80	%
Risk-free interest rate		3.97	%		1.30	%
Dividend yield		-			-

On December 13, 2022, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to cease holding securities in the Trust Account, to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more bank accounts) until the earlier of consummation of a Business Combination and liquidation of the Company. See Note 2.

~~Note 10 - Subsequent Events~~18

The ~~Company~~fair ~~evaluated~~value ~~subsequent~~of ~~events~~warrants ~~and~~issued ~~transactions~~in ~~that~~connection ~~occurred after~~with the Private Placement has been estimated using a modified Black-Scholes model at each condensed balance sheet date. upThe tofair value of the ~~date~~warrants ~~that~~issued in connection with the ~~condensed~~Initial ~~financial~~Public ~~statements~~Offering ~~were~~was ~~issued.~~initially Onmeasured ~~October~~using ~~21,~~a ~~2022~~Monte-Carlo simulation, ~~the~~a ~~Company~~Level ~~filed~~3 measurement, and subsequently been measured at each measurement date based on the ~~Extension~~market ~~Proxy~~price ~~for~~of such warrants, a ~~special~~Level ~~meeting~~1 ofmeasurement ~~the~~as ~~Company’s~~such ~~stockholders~~warrants began to be separately ~~held~~listed ~~for~~and ~~the~~traded ~~approval~~in ofFebruary an2021. ~~extension~~For of the ~~Combination Period~~three tomonths ~~December~~ended 15March 31, 2023 ~~(the~~and ~~date~~2022, ~~that~~the isCompany 36recognized ~~months~~a ~~from~~gain from the ~~closing~~decrease ofin the ~~Initial~~fair ~~Public~~value ~~Offering).~~of ~~Except~~warrant asliabilities ~~otherwise~~of ~~noted~~approximately ~~herein~~$620, ~~the~~000 ~~Company~~and ~~did~~$10.8 ~~not~~million, ~~identify~~respectively, ~~any~~presented ~~subsequent~~as ~~events~~change ~~that~~in fair ~~would~~value ~~have~~of ~~required~~warrant ~~adjustment~~liabilities oron ~~disclosure in~~ the accompanying condensed ~~financial~~ statements of operations.

19The change in the fair value of the Level 3 derivative warrant liabilities for the three months ended March 31, 2023 and 2022 is summarized as follows:

Warrant liabilities as of December 31, 2022	$	616,800
Change in fair value of warrant liabilities		(205,600	)
Warrant liabilities as of March 31, 2023	$	411,200

Warrant liabilities as of December 31, 2021	$	5,448,400
Change in fair value of warrant liabilities		(3,598,000	)
Warrant liabilities as of March 31, 2022	$	1,850,400

The estimated fair value of the private placement warrants as of March 31, 2023 and December 31, 2022 was determined using Level 3 inputs. Inherent in modified Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding the Level 3 fair value measurement inputs at their measurement dates:

	March 31, 2023			December 31, 2022
Exercise price	$	11.50		$	11.50
Stock Price	$	10.06		$	9.76
Term (in years)		5.51			5.75
Volatility		5.10	%		4.90	%
Risk-free interest rate		3.52	%		3.90	%
Dividend yield		—			—

Note 10 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than the below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

On April 17, 2023, pursuant to the Post-IPO Promissory Note, the Sponsor loaned the Company an additional $390,000. There was approximately $2.2 million outstanding under the Post-IPO Promissory Note, with $0.8 million principal balance unutilized.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “our,” “us” or “we” refer to Senior Connect Acquisition Corp. I. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities ~~Act of 1933~~, ~~as amended (the “Securities Act”),~~ and Section 21E of the Exchange Act ~~of 1934, as amended (the “Exchange Act”)~~. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

We are a blank check company incorporated in Delaware on August 27, 2020. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

Our sponsor is Health Connect Acquisitions Holdings LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for ~~the initial public offering (the “~~Initial Public Offering”) was declared effective on December 10, 2020. On December 15, 2020, we consummated the Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the issuance of 5,400,000 Units as a result of the ~~underwriters~~underwriter’s exercise of ~~their~~its over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.3 million, inclusive of approximately $14.5 million in deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 10,280,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to our Sponsor, generating gross proceeds to us of approximately $10.3 million.

Upon the closing of the ~~Initial~~ Initial Public Offering and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the Public Offering and certain of of the proceeds of the Private Placement was placed in ~~a trust account (“~~Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act ~~of 1940, as amended (the “Investment Company Act”)~~ having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of the Business Combination and (ii) the distribution of the Trust Account as described below.

If we are unable to complete a Business Combination ~~within~~by ~~24 months from the closing of the Public Offering, or~~ December 15, ~~2022~~2023, ~~(as~~or such ~~period~~earlier ~~may~~date beas ~~extended~~determined ~~pursuant~~by to the ~~Certificate~~Company’s board of ~~Incorporation,~~ directors (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive ~~further~~ further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of of the remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. On October 21, 2022, the Company filed a preliminary proxy statement on Form PRE 14A (“Extension Proxy”) for a special meeting of the Company’s stockholders to be held for the approval of an extension of the Combination Period to December 15, 2023 (the date that is 36 months from the closing of the Initial Public Offering).

On December 12, 2022, we filed with the Secretary of State of the State of Delaware an amendment (the “Extension Amendment”) to our amended and restated certificate of incorporation to change the date by which we must consummate a Business Combination to December 15, 2023 from December 15, 2022, 24 months from the closing of the Initial Public Offering to the Combination Period. Our stockholders approved the Extension Amendment at the Special Meeting on December 9, 2022. In connection with the Special Meeting, stockholders holding 40,171,206 Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.10 per share, for an aggregate redemption amount of approximately $405.8 million. Following such redemptions, approximately $12.4 million was left in trust and 1,228,794 Public Shares remained outstanding.

Results of Operations

Our entire activity since inception through ~~September~~March 3031, ~~2022~~2023 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of interest income on investments held in Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended ~~September~~March 3031, ~~2022~~2023, we had net ~~income~~loss of approximately $~~2.5 million~~31,000, which consisted of approximately $~~1.5~~620,000 ~~million~~ in change in fair value of warrant liabilities, ~~and~~ approximately $~~1.8~~95,000 ~~million~~ of interest income from investments held in Trust Account and approximately $406,000 in reversal of transaction costs incurred in connection with IPO, partially offset by approximately $~~436,000~~1.07 million in general and administrative expenses, $30,000 of related party administrative fees, approximately $5044,000 in franchise tax expense and approximately $~~373~~11,000 income tax expense.

For the three months ended ~~September~~ 30March 31, ~~2021~~2022, we had net income of approximately $410.02 million, which consisted of approximately $410.38 million in change in fair value of warrant liabilities and approximately $1037,000 of interest income from investments held in Trust Account, partially offset by approximately $~~288~~568,000 in general and administrative expenses, $30,000 of related party administrative fees and approximately $5049,000 in franchise tax expense.

For the nine months ended September 30, 2022, we had net income of approximately $16.1 million, which consisted of approximately $15.8 million in change in fair value of warrant liabilities and approximately $2.4 million of interest income from investments held in Trust Account, partially offset by approximately $1.4 million in general and administrative expenses, $90,000 of related party administrative fees, approximately $150,000 in franchise tax expense and approximately $423,000 income tax expense.

For the nine months ended September 30, 2021, we had net income of approximately $602,000, which consisted of approximately $1.5 million in change in fair value of warrant liabilities and approximately $31,000 of interest income from investments held in Trust Account, partially offset by approximately $739,000 in general and administrative expenses, $90,000 of related party administrative fees and approximately $150,000 in franchise tax expense.

Due to the increase in income earned on the Trust Account we are no longer projecting net operating losses. As a result, during the three and nine months ended September 30, 2022 we had income tax expense of approximately $423,000.

Liquidity, Capital Resources, and Going Concern

As of ~~September~~March 3031, ~~2022~~2023, we we had approximately $38113,000 in our operating bank account and a working capital deficit of approximately $1.85 million, not taking into account tax obligations of approximately $~~338~~260,000 that may be ~~paid~~withdrawn from income earned on investments held in Trust Account and approximately $1.8 million under the note payable – related party.

Prior to the consummation of the Initial Public Offering on December 15, 2020, our liquidity needs were satisfied through the receipt of $25,000 from our Sponsor in exchange for the issuance of Class B common stock, and the proceeds of a promissory note from our Sponsor. Subsequent to the consummation of the Public Offering and Private Placement, our liquidity needs have been satisfied with certain portion of the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor may, but is not obligated to, provide us working capital loans. ToAs ~~date~~of March 31, ~~there~~2023 ~~were~~and noDecember ~~amounts~~31, ~~outstanding~~2022, ~~under~~other than the Post-IPO Promissory ~~any~~Note, there were no Working Capital Loans.

Through March 31, 2023, our Sponsor loaned us approximately $1.8 million in cash, under the Post-IPO Promissory Note. The Post-IPO Promissory Note is non-interest bearing and due on the earlier of December 15, 2023 and the date on which we consummate our initial business combination. If we complete a business combination, it would repay such additional loaned amounts, without interest, upon consummation of the business combination. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such additional loaned amounts but no proceeds from the Trust Account would be used for such repayment.

We may need to raise additional capital through loans or additional investments from our Sponsor, an affiliate of our Sponsor, or our officers or directors. Our officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, reducing overhead expenses, and extending the terms and due dates of certain accrued expenses and other liabilities. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

~~Through~~Based ~~September~~upon ~~30,~~the ~~2022~~analysis above, ~~our~~management ~~Sponsor~~has ~~loaned~~determined that the ~~Company~~above ~~$890,000~~conditions inindicate ~~cash,~~that ~~under~~it amay ~~promissory~~be ~~note~~probable ~~entered~~that ~~into~~we onwould ~~April~~not ~~14,~~be ~~2022,~~able ~~pursuant~~ to ~~which~~meet weits ~~may borrow~~obligations upwithin toone anyear ~~aggregate~~after ~~principal~~the ~~amount~~date ofthat ~~$3.0 million (~~the ~~“Post-IPO~~unaudited ~~Promissory~~condensed ~~Note”).~~financial ~~The~~statements ~~Post-IPO~~are ~~Promissory~~available ~~Note~~to isbe ~~non-interest bearing~~issued. ~~and~~In ~~due~~connection onwith ~~the~~our ~~earlier~~ assessment of ~~December~~going ~~31,~~concern ~~2022~~considerations ~~and~~in accordance with the ~~date~~FASB onASC ~~which~~Topic we205-40, ~~consummate~~“Presentation ~~our~~of ~~initial~~Financial ~~business~~Statements ~~combination.~~- IfGoing Concern,” we ~~complete a~~have ~~business~~determined ~~combination,~~that itthe ~~would~~liquidity ~~repay~~condition, ~~such~~mandatory ~~additional~~liquidation ~~loaned~~and ~~amounts,~~subsequent ~~without~~dissolution ~~interest,~~raises ~~upon~~substantial ~~consummation~~doubt ofabout ~~the~~our ~~business combination.~~ability Into ~~the~~continue ~~event~~as ~~that~~ a ~~business~~going ~~combination~~concern. ~~does~~No ~~not~~adjustments ~~close,~~have webeen ~~may~~made ~~use~~to athe ~~portion~~carrying amounts of ~~the~~assets ~~working~~or ~~capital~~liabilities ~~held~~should ~~outside~~we ~~the~~be ~~trust~~required ~~account~~ to ~~repay~~liquidate ~~such~~after ~~additional~~December ~~loaned~~15, ~~amounts~~2023. ~~but~~The nounaudited ~~proceeds~~condensed ~~from~~financial ~~the~~statements ~~trust~~do ~~account~~not ~~would~~include any adjustment that might be ~~used~~necessary if ~~for~~we ~~such~~are ~~repayment~~unable to continue as a going concern.

WeManagement ~~may~~continues ~~need~~ to ~~raise additional~~evaluate capital through loans or additional investments from our Sponsor, an affiliate of our Sponsor, or our officers or directors. Our officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the ~~pursuit~~impact of ~~a potential transaction, reducing overhead expenses, and extending~~ the ~~terms~~COVID-19 ~~and~~pandemic ~~due dates of certain accrued expenses~~ and ~~other~~has ~~liabilities.~~concluded ~~We cannot provide any assurance~~ that ~~new financing will be available to it on commercially acceptable terms, if at all. Based upon~~ the ~~analysis~~specific ~~above,~~impact ~~management~~is ~~has determined that the above conditions indicate that it may be probable that we would~~ not bereadily ~~able~~determinable toas ~~meet~~of ~~its obligations within one year after~~ the date ~~that~~of the condensed ~~financial statements are available to be issued. In connection with our assessment of going concern~~ ~~considerations~~balance in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements - Going Concern,” we have determined that the working capital deficit, as well as the mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concernsheet. ~~No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after December 15, 2022.~~ The unaudited condensed financial statements do not include any ~~adjustment~~adjustments that might beresult ~~necessary~~from ifthe weoutcome ~~are~~of ~~unable to~~this ~~continue as a going concern~~uncertainty.

~~Management~~Related ~~continues~~Party to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.Transactions

Founder Shares

On August 27, 2020, the Sponsor subscribed to purchase 10,062,500 shares of our Class B common stock, par value $0.0001 per share (the “Founder Shares”), and fully paid for those shares on September 22, 2020. On November 23, 2020, the Sponsor surrendered 1,437,500 shares of Class B common stock to us for cancellation for no consideration. On December 10, 2020, we effected a 1:1.2 stock split of Class B common stock, resulting in an aggregate of 10,350,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender and the stock split. The initial stockholders agreed to forfeit up to 1,350,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on December 15, 2020; thus, these 1,350,000 Founder Shares were no longer subject to forfeiture.

The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (ii) the date following the completion of the initial Business Combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their Class A common stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 10,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $10.3 million, and incurring offering costs of approximately $8,000.

Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If we do not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash (except as described below) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell the Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to provide Working Capital Loans to the Company. If we complete a Business Combination, we may repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2023 and December 31, 2022, other than the Post-IPO Promissory Note, we had no Working Capital Loans.

On April 14, 2022, we entered into the Post-IPO Promissory Note. The Post-IPO Promissory Note is non-interest bearing and due on the earlier of December 15, 2023 and the date on which we consummate its initial business combination. If we complete a business combination, it would repay such additional loaned amounts, without interest, upon consummation of the business combination. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such additional loaned amounts but no proceeds from the Trust Account would be used for such repayment. If we fully draw down on the Post-IPO Promissory Note and requires additional funds for working capital purposes, the Sponsor, an affiliate of the Sponsor, or our officers and directors may, but are not obligated to, loan us such additional funds as may be required. Borrowings made by us during the first quarter of 2023 were subsequently formalized with the execution of the Post-IPO Promissory Note on April 14, 2022. As of March 31, 2023, there was approximately $1.8 million outstanding under the Post-IPO Promissory Note.

On January 19, 2023, pursuant to the Post-IPO Promissory Note, the Sponsor loaned the Company additional $725,000.

On March 1, 2023, the Company and Sponsor amended and restated the Post-IPO Promissory Note such that the Post-IPO Promissory Note will be repaid on the earlier of (i) December 15, 2023 and (ii) the effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses, without interest.

As of March 31, 2023, there was approximately $1.8 million outstanding under the Post-IPO Promissory Note, with $1.2 million principal balance unutilized.

Contractual Obligations

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The ~~underwriters~~underwriter ~~were~~was entitled to an underwriting discount of $0.20 per unit, approximately $8.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $14.5 million in the aggregate, will be payable to the ~~underwriters~~underwriter for deferred underwriting commissions. The deferred fee will become payable to the ~~underwriters~~underwriter from the amounts held in the Trust Account solely in in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Administrative Support Agreement

We entered into an agreement to pay our Sponsor a total of up to $10,000 per month for overhead and administration support. Upon completion of the initial Business Combination or our liquidation, we will cease paying these monthly fees. We incurred $30,000 ~~in connection with such services for the three months ended September 30, 2022~~ and ~~2021, as reflected in the accompanying condensed statements of operations. We incurred~~ $9030,000 in connection with such services for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, as reflected in the accompanying condensed statements of operations., respectively. As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, an aggregate of $~~215~~274,000 and $~~125~~244,000 in accrued expenses with related party was outstanding, respectively, as reflected in the accompanying condensed balance sheets.

2223

Critical Accounting Policies and Estimates

The preparation of ~~condensed~~unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States ~~requires~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent ~~assets~~ assets and liabilities at the date of the unaudited condensed financial statements, and the reported amounts of income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:

Class A Common Stock Subject to Possible Redemption

We account for Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our outstanding common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. In connection with the Special Meeting, in December 2022, stockholders holding 40,171,206 Public Shares redeemed their shares for cash. Accordingly, as of ~~September~~March 3031, ~~2022~~ 2023 and December 31, ~~2021~~ 2022, 411,~~400~~228,~~000~~794 shares of Class A common stock subject to possible redemption, isrespectively, are presented as temporary equity, ~~outside~~ outside of the stockholders’ ~~equity~~deficit section of the condensed balance sheets.

Under ASC 480, we have elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, we recognized the re-measurement from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock upon the completion of the Initial Public Offering. We classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Net Income per Share of Common Stock

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of common stock outstanding for the respective period.

The calculation of diluted net income per share of common stock does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement Warrants to purchase 30,980,000 shares of Class A common ~~stock~~ stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income ~~(loss)~~ per share of common stock is the same as basic net income ~~(loss)~~ per share of common stock for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022. Re-measurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity” and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

2324

We account for our warrants issued in connection with the Initial Public Offering and the Private Placement Warrants as derivative warrant liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each condensed balance sheet date until exercised, and any change in fair value is recognized in our condensed ~~statements~~statement of operations. The fair value of warrants issued in connection with the ~~Private~~ Private Placement have been estimated using a modified Black-Scholes model at each balance sheet date. The fair value of the warrants ~~issued~~ issued in connection with the Initial Public Offering was initially measured using a Monte-Carlo simulation and subsequently been measured at at each measurement date based on the listed trading price of such warrants when separately listed and traded in February 2021. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Recent Accounting Pronouncements

Our management does not ~~believe~~ believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material ~~effect~~ effect on the accompanying unaudited condensed financial statements.

Off-Balance Sheet Arrangements and Contractual Obligations

As of ~~September~~March 3031, ~~2022 and~~2023 and December 31, ~~2021~~2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

JOBS Act

The ~~Jumpstart Our Business Startups Act of 2012 (the “~~JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in ~~the~~ the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional ~~information~~ information about the audit and the unaudited condensed financial statements (auditor discussion and analysis) and (iv) disclose certain executive ~~compensation~~ compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Disclosure controls and ~~procedures~~ procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and ~~communicated~~ communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions ~~regarding~~ regarding required disclosure. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our ~~disclosure~~ disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of ~~September 30,~~March ~~2022~~31, 2023, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a ~~combination~~ combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material ~~misstatement~~ misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for complex financial instruments was not effectively designed or maintained. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. This material weakness resulted in the restatement of our audited annual financial statements as of and for the period ended December 31, 2020, and our interim financial statements and notes for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. GAAP. Accordingly, management believes that the unaudited condensed financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in internal control over financial reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except for the below.

The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex financial instruments issued by the Company. Our management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on April 1514, ~~2022~~2023 and, most recently, the Quarterly Report on Form 10-Q filed with the SEC on ~~August~~November 1210, 2022, except for the below risk factors. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. 

If we are deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To mitigate the risk of that result, on orDecember ~~prior~~13, ~~to the 24-month anniversary of the effective date of the registration statement relating to our IPO~~2022, we ~~may instruct~~ instructed Continental Stock Transfer & Trust Company to liquidate the securities held in the ~~trust~~Trust ~~account~~Account and ~~instead~~now hold all funds in the ~~trust~~Trust Account ~~account~~ in cash. As a result, following such change, we will likely receive minimal, if any, interest, on the funds held in the ~~trust account~~Trust Account, which ~~would~~reduces ~~reduce~~ the dollar amount that our public shareholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the ~~trust~~Trust ~~account~~Account had remained in U.S. government securities or money market funds.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”), relating, among other things, to circumstances in which SPACs such as us could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the registration statement for its initial public offering. The company would then be required to complete its initial business combination no later than 24 months after the effective date of the registration statement for its initial public offering. We understand that the SEC has recently been taking informal positions regarding the Investment Company Act consistent with the SPAC Rule Proposals.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule. As indicated above, we completed our ~~IPO~~ IPO in December 2020 and have operated as a blank check company searching for a target business with which to consummate an initial business combination since such time (or approximately 2129 months after the effective date of our IPO, as of the date of this Quarterly Report). If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

The funds in the ~~trust~~Trust ~~account~~ Account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. As of ~~September~~March 3031, ~~2022~~2023, amounts held in ~~trust~~the ~~account~~Trust Account included approximately $20.21 million of accrued interest. To mitigate the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, ~~we may,~~ on ~~or prior to the 24-month anniversary of the effective date of the registration statement relating to our IPO, or~~ December 1013, 2022, we ~~instruct~~instructed Continental Stock Transfer & Trust Company, the trustee with respect to the ~~trust~~Trust ~~account~~Account, to liquidate the U.S. government treasury obligations or money market funds held in the ~~trust~~ ~~account~~Trust Account and thereafter to hold all funds in the ~~trust~~Trust ~~account~~Account in cash (i.e., in one or more bank accounts) until the earlier of the consummation of a business combination or our liquidation. Following such liquidation of the assets in our ~~trust~~Trust ~~account~~Account, we will likely receive minimal interest, if any, on the funds held in the ~~trust~~Trust ~~account~~Account, which would reduce the dollar amount our public shareholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the ~~trust~~Trust ~~account~~Account had remained in U.S. government securities or money market funds. This means that the amount available for redemption will not increase in the future.

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In addition, even prior to to the 24-month anniversary of the effective date of the registration statement relating to our IPO, we may be deemed to be an investment company. The longer that the funds in the ~~trust~~Trust ~~account~~Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, we ~~may~~liquidated ~~determine, in our discretion, to liquidate~~ the securities held in the ~~trust~~Trust ~~account at any time~~Account, ~~even prior to the 24-month anniversary,~~ and ~~instead~~ hold all funds in the ~~trust~~Trust ~~account~~ Account in cash, which ~~would~~ further ~~reduce~~reduces the dollar amount our public shareholders would receive upon any redemption or our liquidation.

A new 1% U.S. federal excise tax could be imposed on us in connection with redemptions by us of our shares or our liquidation.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a new 1% U.S. federal excise tax on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations) beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware corporation and our securities are trading on Nasdaq, we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax; however, no guidance has been issued to date. It is uncertain whether, and/or to what extent, the Excise Tax could apply to any repurchase by us of our common stock or in the event of our liquidation, in each instance after December 31, 2022, including any redemptions in connection with an initial business combination or in the event we do not consummate an initial business combination by December 10, 2022.

Whether and to what extent we would be subject to the Excise Tax on a redemption of our shares of Class A common stock or other stock issued by us would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption treated as a repurchase of stock in connection with our initial business combination, an extension or otherwise, (iii) the structure of the initial business combination, (iv) the nature and amount of any “PIPE” or other equity issuances in connection with the initial business combination (or otherwise issued not in connection with the initial business combination but issued within the same taxable year of a redemption treated as a repurchase of stock) and (v) the content of regulations and other guidance from the U.S. Department of the Treasury. As noted above, the Excise Tax would be payable by us, and not by the redeeming holder. The imposition of the Excise Tax could cause a reduction in the cash available on hand to complete an initial business combination or for effecting redemptions and may affect our ability to complete an initial business combination. In addition, the Excise Tax could cause a reduction in the per share amount payable to our public stockholders in the event we liquidate the trust account due to a failure to complete an initial business combination within the requisite timeframe.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~None~~On January 9, 2023, the Company received a notice from Nasdaq indicating that the Company was deficient in meeting the requirements of Listing Rule 5620(a), which requires the Company to hold an annual meeting of shareholders no later than one year after the end of the Company’s 2021 fiscal year-end. In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company submitted a plan to regain compliance and, on March 30, 2023, Nasdaq accepted the plan and granted the Company until June 29, 2023 to regain compliance. The Company’s securities will continue to trade during the interim period. While the Company is exercising diligent efforts to maintain the listing of its common stock on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing criteria.

27On March 24, 2023, the Company received a letter from the listing qualifications department staff of Nasdaq notifying the Company that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2). The notice has no immediate effect on the listing of the Company’s common stock, and the Company’s common stock continues to trade on the Nasdaq Capital Market under the symbol “SNRH.” While the Company is exercising diligent efforts to maintain the listing of its common stock on the Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing criteria.

Item 6. Exhibits.

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 as amended, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~November~~May 1015, ~~2022~~2023

	SENIOR CONNECT ACQUISITION CORP. I

	By:	/s/ Ryan Burke
	Name:	Ryan Burke
	Title:	Chief Financial Officer

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Filing Compare · Senior Connect Acquisition Corp. I