Note 10 - Subsequent Events

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

On March 27, 2023, the Company filed a Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) in connection with a special meeting of stockholders (the “Meeting”) (i) to amend the Company’s Amended and Restated Certificate of Incorporation, giving the Company the right to extend the date by which it has to consummate a business combination for an additional six (6) months, from May19, 2023 to November 19, 2023 (i.e., for a period of time ending 24 months from the consummation of its initial public offering), and (ii) to amend the Investment Management Trust Agreement, dated as of November 19, 2021, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the date by which the Company has to consummate a business combination by six (6) months from May 19, 2023 to November 19, 2023 (the “Trust Amendment Proposal”).

In the Proxy Statement, the Company reported that it expected the redemption price per public share at the time of meeting for the Business Combination or the Company’s subsequent liquidation (assuming no public shares had been redeemed prior thereto and without taking into account any subsequently earned interest) to be approximately $10.38 per share based on a trust balance as of March 24, 2023 of $312,622,337.78. Due to a recent withdrawal from the trust for tax obligations and a scrivener’s error in the redemption price originally stated in the Proxy Statement, the Company now expects the redemption price to be approximately $10.42 per share at the time of meeting for the Business Combination or the Company’s subsequent liquidation based on a trust account balance as of April 10, 2023 of $312,475,825.73, assuming no public shares being redeemed prior thereto, and without taking into account any subsequently earned interest or the payment of any further taxes or fees. The share price of the Company’s Class A common shares as of market close on April 10, 2023 was $10.37.

The special meeting was held on April 20, 2023.

On April 5, 2023, the Company and the Sponsor, the Company’s sponsor, entered into one or more agreements (the “Non-Redemption Agreements”) with one or more third parties in exchange for them agreeing not to redeem shares of the Company’s common stock sold in its initial public offering (the “public shares”) at the Meeting at which a proposal to amend to the Company’s Certificate of Incorporation to effect an extension of time for the Company to consummate an initial business combination (the “Charter Amendment Proposal”) from May 19, 2023 to November 19, 2023 (the “Extension”) has also been submitted to the stockholders. The Non-Redemption Agreements provide for the allocation of up to 1,000,000 shares of common stock of the Company (“Founder Shares”) held by the Sponsor in exchange for such investor and/or investors agreeing to hold and not redeem certain public shares at the Meeting. Certain of the parties to the Non-Redemption Agreements are also members of the Sponsor.

The Non-Redemption Agreements shall terminate on the earlier of (a) the failure of the Company’s stockholders to approve the Extension at the Meeting, or the determination of the Company not to proceed to effect the Extension, (b) the fulfillment of all obligations of parties to the Non-Redemption Agreements, (c) the liquidation or dissolution of the Company, or (d) the mutual written agreement of the parties.

Additionally, pursuant to the Non-Redemption Agreements, the Company has agreed that until the earlier of (a) the consummation of the Company’s initial business combination; (b) the liquidation of the trust account; and (c) 24 months from consummation of the Company’s initial public offering, the Company will maintain the investment of funds held in the trust account in interest-bearing United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations. The Company has also agreed that it will not use any amounts in the trust account, or the interest earned thereon, to pay any excise tax that may be imposed on the Company pursuant to the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) due to any redemptions of public shares at the Meeting, in connection with a liquidation of the Company if it does not effect a business combination prior to its termination date by the Company. The Non-Redemption Agreements are not expected to increase the likelihood that the Charter Amendment Proposal is approved by stockholders but will increase the amount of funds that remain in the Company’s trust account following the Meeting.

In connection with an amendment to the Definitive Proxy Statement (as defined below) filed with the Securities and Exchange Commission on April 5, 2023 (the “Amendment”), the Company issued a press release confirming that amounts placed in the Trust Account in connection with the IPO, as well as any interest thereon, will not be used to pay estimated excise tax liability relating to the interpretation and operation of the Inflation Reduction Act of 2022 (the “IR Act”). The Company reiterated, as set forth in the Definitive Proxy, that as of March 24, 2023, there was approximately $312,622,337.78 in the Trust Account. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, and the Company extends the Combination Period to November 19, 2023, the redemption price per share at the meeting for the Business Combination or the Company’s subsequent liquidation (assuming no public shares are redeemed) will be approximately $10.38 per share (without taking into account any subsequently earned interest), in comparison to the current redemption price as of March 24, 2023 of approximately $10.38 per share. The share price of the Company’s Class A common shares as of April 5, 2023 was $10.38.