Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2023

Restatement of Previously Issued Financial Statements

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the financial statements of the Company as of and for the year ended

December

31, 2023, the Company determined that there were errors related to the (i) the failure to properly reflect as an expense the deferred consulting payments due to our chief financial officer if we complete our initial business combination (see Note 6), and (ii) the failure to record the capital contributions and related costs associated with the non-redemption agreements (see Note 6) in the previously issued financial statements as of and for the three and nine months ended September 30, 2023.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company determined that the errors were material to its previously issued financial statements. Therefore, the Company concluded that the previously issued financial statements should be restated.

The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated:

Balance sheet as of September 30, 2023

	As previously reported			Adjustments			As revised
Due to related party	$	146,138		$	187,200		$	333,338
Accrued tax payable - Income tax		252,567			27,776			280,343
Total current liabilities		3,562,264			214,974			3,777,238
Total liabilities		13,257,264			214,974			13,472,238
Class A common stock subject to redemption		17,366,793			77,955			17,444,748
Accumulated deficit		(12,762,275	)		(292,929	)		(13,055,204	)
Total stockholders’ deficit		(12,761,700	)		(292,929	)		(13,054,629	)


Income statement for the three months ended September 30, 2023

	As previously reported			Adjustments			As revised
Consulting Fees - CFO		—		$	46,800		$	46,800
Total expenses	$	312,884			46,800			359,684
Net loss before income tax provision		(789,801	)		(46,800	)		(836,601	)
Income tax benefit		62,494			24,357			86,851
Net loss		(727,307	)		(22,443	)		(749,750	)
Basic and diluted net loss per share of Class A common stock		(0.10	)		0.00			(0.10	)
Basic and diluted net loss per share of Class B common stock		(0.10	)		0.00			(0.10	)


Income statement for the nine months ended September 30, 2023

	As previously reported			Adjustments			As revised
Consulting fees - CFO		—		$	187,200		$	187,200
Non-redemption agreement expense		—			180,000			180,000
Total expenses	$	1,345,682			367,200			1,712,882
Net income before income tax provision		3,340,259			(367,200	)		2,973,059
Income tax provision		(917,501	)		(27,776	)		(945,277	)
Net income		2,422,758			(394,976	)		2,027,782
Basic and diluted net income per share of Class A common stock		0.15			(0.03	)		0.12
Basic and diluted net income per share of Class B common stock		0.15			(0.03	)		0.12