| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - DESCRIPTION OF
ORGANIZATION AND BUSINESS OPERATIONS Power & Digital Infrastructure
Acquisition II Corp. (the “Company”) is a blank check company incorporated in Delaware on March 23, 2021. 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 or entities (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 December 31, 2023,
the Company had not commenced any operations. All activity for the period from March 23, 2021 (inception) through December 31, 2023 relates
to the Company’s formation and the initial public offering (“Initial Public Offering”), as described below, and subsequent
to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues
until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the
form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected
December 31 as its fiscal year end. The Company’s sponsor
is XPDI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s
Initial Public Offering was declared effective on December 9, 2021. On December 14, 2021, the Company consummated its Initial Public Offering
of 28,750,000 units (the “Units” and, with respect to the Class A common stock, $0.0001 par value per share (“Class
A common stock”) included in the Units being offered, the “Public Shares”), which included the exercise of the underwriters’
option to purchase an additional 3,750,000 Units at the initial public offering price to cover over-allotments (the “Over-Allotment
Units”), at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $20.7 million,
of which approximately $10.1 million was for deferred underwriting fees (see Note 5). Simultaneously with the closing
of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 11,125,000 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 and certain funds and accounts managed by subsidiaries of BlackRock, Inc., an unrelated party
(the “Anchor Investors”), generating proceeds of approximately $11.1 million (Note 4). Upon the closing of the Initial
Public Offering and the Private Placement, approximately $290.4 million ($10.10 per Unit) of the net proceeds of the sale of the Units
in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were 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 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, 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. While the Company’s
management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially
all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust
Account, are intended to be applied generally toward completing a Business Combination. There is no assurance that the Company will be
able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate
fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes
payable by us on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.
However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the
issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not
to be required to register as an investment company under the Investment Company Act. The Company will provide
the holders (the “Public Stockholders”) of the Company’s Public Shares 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 at $10.10 per Public
Share). 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 (as discussed in Note 5). All of the Public Shares contain a redemption
feature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a stockholder vote or tender
offer in connection with the initial Business Combination and in connection with certain amendments to the Amended and Restated Certificate
of Incorporation (the “Amended and Restated Certificate of Incorporation”). These Public Shares were recorded at a redemption
value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting
Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The
Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is
not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will,
pursuant to its Amended and Restated 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 law, or the Company decides to obtain stockholder approval for business
or legal reasons, the Company will offer to redeem the Public 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 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 their Founder Shares (as defined below in Note 4) and any Public
Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders
agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a
Business Combination. The Amended and Restated
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% of the Public Shares, without the prior consent of the Company. On May 5, 2023, the Company
filed a preliminary proxy statement (the “Proxy Statement”) for the solicitation of proxies in connection with the special
meeting in lieu of Annual Meeting of the Company’s stockholders (the “Special Meeting”) to consider and vote on, among
other proposals, the extension of the date by which the Company must consummate an initial Business Combination from June 14, 2023 (the
“Initial Outside Date”) to December 14, 2023 (such date, the “Extended Date”), and to allow the Company, without
another stockholder vote, by resolution of the Company’s board of directors to elect to further extend the Extended Date in one-month
increments up to three additional times, or a total of up to nine months after the Initial Outside Date, until March 14, 2024 (the “Combination
Period”), unless the closing of a Business Combination shall have occurred prior thereto or such earlier date as determined by our
board of directors to be in the best interests of the Company (such proposal, the “Extension Amendment Proposal”), and the
amendment of the Company’s amended and restated certificate of incorporation to remove the limitation that the Company may not redeem
public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with
Rule 3a51-1(g)(1) of the Exchange Act, as amended, (or any successor rule)) of less than $5,000,001 (such proposal, the “Redemption
Limitation Amendment Proposal”). At the Special Meeting on
June 9, 2023, the Company’s stockholders approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal.
In connection with the stockholders’ vote at the Special Meeting, the stockholders elected to redeem 18,141,822 shares of Class
A common stock at a redemption price of approximately $10.37 per share, for an aggregate redemption amount of $188,132,132 (the “Redemption”).
After the satisfaction of the Redemption, the balance in the Trust Account as of December 31, 2023 was approximately $114,641,527. Upon
completion of the Redemption, 10,608,178 shares of Class A common stock and 7,187,500 shares of Class B common stock remain issued and
outstanding. In connection with the approval
of the Extension Amendment Proposal, the company deposited $300,000 in the Trust Account on June 15, 2023, July 10, 2023 and August 10,
2023 and the sponsor deposited $300,000 in the Trust Account on September 8, 2023, October 10, 2023, and November 9, 2023. On December 12, 2023, January
10, 2024 and February 8, 2024, pursuant to Paragraph TWENTY FOURTH of the Amended and Restated Certificate of Incorporation, the Company’s
board of directors approved an extension of the Deadline Date (as defined in the Amended and Restated Certificate of Incorporation) from
December 14, 2023 to January 14, 2023, from January 14, 2023 to February 14, 2023 and from February 14, 2024 to March 14, 2024, respectively. On August 7, 2023 and September
8, 2023, a previous target of a potential business combination paid the Company $300,000 and $200,000, respectively, as a partial reimbursement
of expenses incurred by the Company in connection with due diligence and negotiations and related activities with respect to such potential
business combination, which were terminated in March of 2023. On December 14, 2023, the
Company and Continental Stock Transfer & Trust Company (“CST”) entered into Amendment No. 1 to Investment Management Trust
Agreement, dated December 9, 2021, by and between the Company and CST, to allow CST, upon written instruction of the Company, to (i) hold
the funds in the Company’s Trust Account uninvested, (ii) hold the funds in an interest-bearing bank demand deposit account or (iii)
invest and reinvest the funds in solely United States government securities having a maturity of 185 days or less, or in money market
funds that invest only in direct U.S. government treasury obligations. If the Company is unable to complete a Business
Combination within the Combination Period, as it may be extended, or such later date as approved by holders of a majority of the voting
power of the Company’s then outstanding shares of common stock that are voted at a meeting to extend such Combination Period, voting
together as a single class, or the Board in accordance with the Company’s amended and restated certificate of incorporation, the
Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10
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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net
of taxes payable by us), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish
Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3)
as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s
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. The holders of the Founder
Shares (the “initial stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation
(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination
or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period
or (B) with respect to any other provisions of the Amended and Restated Certificate of Incorporation 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 in conjunction with any such amendment. The initial stockholders and Anchor Investors agreed
to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete
a Business Combination within the Combination Period. However, if the initial stockholders and Anchor Investors acquire Public Shares
in or after the Initial Public Offering, they will be 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 $10.80,
based on the balance of the trust account as of December 29, 2023. In order to protect the amounts held in the Trust Account, the Sponsor
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
(i) the $10.10 per Public Share initially deposited in the Trust Account, or (ii) the lesser amount per Public Share held in the Trust
Account as of the date of the liquidation of the Trust Account due to reductions in the value of the Trust assets, in each case net of
interest which may be withdrawn to pay taxes, 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 seek access to 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”). In the event that an executed waiver is deemed to be unenforceable against a third
party, 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 (other than the Company’s independent registered public accounting firm), prospective target businesses or 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. Merger Agreement On June 5, 2023, the Company
and XPDB Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”),
entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time in accordance
with its terms, the “Merger Agreement”) with Montana Technologies LLC, a Delaware limited liability company (“Montana”),
pursuant to which Merger Sub will merge with and into Montana, with Montana surviving the Merger as a wholly owned subsidiary of the Company
(the “Merger” and, along with the transactions contemplated in the Merger Agreement, the “Proposed Transactions”).
Following the closing of the Proposed Transactions (the “Closing”), the Company will be renamed “Montana Technologies
Corporation” (the “Combined Company”). As part of the Transactions,
equity holders of Montana will receive aggregate consideration of approximately $421.9 million (subject to adjustment as described in
the Merger Agreement), payable (i) in the case of Class B and holders of Class C common units of Montana (after giving effect to the conversion
of all outstanding preferred units of Montana into Class B common units, which conversion will occur prior to the Closing), newly issued
shares of Class A common stock, par value $0.0001 per share, of the Combined Company (“Combined Company Class A common stock”),
with a value ascribed to each share of Combined Company Class A common stock of $10.00, (ii) in the case of holders of Class A common
units of Montana, newly issued shares of Class B common stock, par value $0.0001 per share, of the Combined Company (“Combined Company
Class B common stock”), which Combined Company Class B common stock will have a number of votes per share such that the equity holders
of Montana as of immediately prior to the Closing will collectively own at least 80% of the voting power of all classes of stock of the
Combined Company entitled to vote immediately following the Closing and (iii) in the case of Montana’s option holders and warrant
holders, options and warrants of the Combined Company, respectively, having substantially similar terms to the applicable options and
warrants of Montana. Montana’s equity holders
(other than warrant holders) will also have the opportunity to receive additional equity consideration (in each case, in accordance with
their respective pro rata share) in the form of shares of Combined Company Class A common stock with a $10.00 value ascribed to each share
(the “Earnout Shares”), only upon full completion of construction and operational viability (including all permitting, regulatory
approvals and necessary or useful inspections) of new production capacity of Montana’s key components or assemblies based solely
on demand from bona fide customer commitments evidenced by binding contracts (or in the discretion of a majority of the independent members
of the board of directors of the Combined Company, a non-binding letter of intent or indication of interest or similar writing that is
substantially likely to become a binding contract) with a known price or pricing formula that exceeds a level of production capacity that
is expected to generate Annualized EBITDA of more than $150,000,000 (the “Threshold Annualized EBITDA”), which shall be determined
by a majority of the independent members of the board of directors of the Combined Company in its sole discretion, equal to (i) the ratio
of (x) (1) the Annualized EBITDA that is expected from such new production capacity (the “Expected Annualized EBITDA”) less
(2) (A) the Threshold Annualized EBITDA plus (B) all previously Expected Annualized EBITDA amounts associated with previous new production
capacities for which previous earnouts were achieved, divided by (y) $150,000,000 multiplied by (ii) $200,000,000, provided that the aggregate
Expected Annualized EBITDA may not exceed $300,000,000. The maximum value of the Earnout Shares will be capped at $200 million and the
ability to receive Earnout Shares will expire on the fifth anniversary of the Closing. A majority of the independent members of the board
of directors of the Combined Company then serving will have sole discretion in determining, among other things, the achievement of the
applicable milestones, the calculations of payments of Earnout Shares to the applicable Montana equity holders, the dates on which construction
and operational viability of new production capacity is deemed completed and whether to consent to a transfer of the applicable Montana
equity holder’s right to receive Earnout Shares. Earnout Shares issuable in respect of Montana options outstanding as of immediately
prior to the effective time of the Merger may be issued to the holder of such Montana option only if such holder continues to provide
services (whether as an employee, director or individual independent contractor) to the Combined Company or one of its subsidiaries through
the date on which such Earnout Shares are issued, as determined by a majority of the independent members of the Combined Company Board.
As of the date of the Merger Agreement, 100.0% of the total outstanding Class A common units of Montana and 72.7% of the total outstanding
Class B common units of Montana (or an aggregate of approximately 76.6% of the total outstanding Class A common units and Class B common
units of Montana in the aggregate) were held by unitholders that are expected to continue as directors, officers or employees of the Combined
Company. The retention of certain holders of options of Montana who will continue as directors, officers or employees of the Combined
Company (whose responsibilities are expected to include continued technology development and commercial execution) is integral to the
achievement of the milestones that will determine whether Earnout Shares are payable. Montana does not believe that such targets are achievable
absent the continued involvement of such persons. The Combined Company is expected to provide competitive compensation, benefits and equity
awards (pursuant to the terms of the Montana Technologies Corporation 2023 Incentive Award Plan) to these individuals following the Merger
in order to incentivize these individuals to continue to provide services to the Combined Company. Sponsor Support Agreement In connection with the execution
of the Merger Agreement, the Sponsor entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Company,
Montana and other holders of the Company’s Class B common stock, $0.0001 par value per share (“Class B common stock”). The Sponsor Support Agreement
provides that as of immediately prior to (but subject to) the Closing, 1,380,736 (or 20%) of the Class B common stock held by the Sponsor
as of the Closing will be subject to certain time and performance-based vesting provisions. The Sponsor Support Agreement
will terminate on the earlier of (i) the date the Proposed Transactions become effective or (ii) the termination of the Merger Agreement
in accordance with its terms. Investment Agreement On September 29, 2023, the
Company entered into an Investment Agreement (the “Investment Agreement”) with Montana Technologies LLC (“Montana”),
Contemporary Amperex Technology Co., Limited (“CATL”), CATL US Inc., an affiliate of CATL (“CATL US”) and Contemporary
Amperex Technology USA Inc. an affiliate of CATL (“CATL USA,” and, together with CATL US and CATL, the “CATL Parties”),
pursuant to which the CATL Parties agreed, among other things, that they will not, directly or indirectly, (i) acquire any additional
units of the Company following the consummation of its proposed business combination with Montana (the “Business Combination,”
and such surviving company, the “Post-Combination Company”), (ii) seek election to, or to place a representative on, Montana’s
board of managers or the board of directors of the Post-Combination Company, or (iii) acquire any securities of the Post-Combination Company
if, following such acquisition, the CATL Parties and their affiliates would hold, in the aggregate, an interest in the Post-Combination
Company of greater than 9.8% on either an economic or voting basis (the “CATL Ownership Limit”). In the event the CATL Parties
and their affiliates exceed the CATL Ownership Limit, the CATL Parties have agreed, following written notice from the Post-Combination
Company, to divest within five business days such number of Post-Combination Company securities as shall be necessary to cause the CATL
Ownership Limit not to be exceeded. In addition, at any time the CATL Ownership Limit is exceeded, the CATL Parties have agreed to vote
any voting power they hold in excess of 9.8% in accordance with the recommendation of the board of directors of the Post-Combination Company. The CATL Parties agreed that
they will not, and will cause their affiliates not to, access, obtain, or seek to access or obtain Montana or the Post-Combination Company’s
trade secrets, know-how, or other confidential, proprietary, or competitively sensitive information (excluding any such information that
Montana is obligated to provide to CATL US, CAMT, or CAMT’s subsidiaries pursuant to that certain Amended and Restated Joint Venture
Agreement for CAMT, dated as of September 29, 2023, by and among Montana, CAMT Climate Solutions, Ltd. (“CAMT”) and CATL US),
including by reverse engineering, or seeking to reverse engineer, any of Montana’s products. Montana has agreed to use
its reasonable best efforts to assist CATL USA in selling, prior to the consummation of the Business Combination, units of Montana representing
at least 2% of Montana’s issued and outstanding units at a price per unit that is not materially lower than the price per unit implied
by the valuation of Montana in connection with the Business Combination. In so assisting CATL USA, Montana is not obligated to incur any
expenses or grant any concessions, nor is it obligated to prioritize any sale by CATL USA over its own capital raising or financing activities. The Investment Agreement
contains customary representations and warranties and may be terminated only with the written consent of the parties thereto. Liquidity, Capital Resources and Going Concern As of December 31, 2023,
the Company had approximately $59,000 in cash and working capital deficit of approximately $9.5 million. The Company’s liquidity
needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover
certain offering costs on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 4) and a loan from a related
party of approximately $115,000 under the Note (as defined in Note 4). The Company fully repaid the Note on December 17, 2021. Subsequent
to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the
consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to
finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any
of their affiliates may, but are not obligated to, loan the Company funds under the Working Capital Loans (as defined and described in
Note 4). In connection with the Company’s assessment of going concern
considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” management
has determined that the liquidity needs, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s
ability to continue as a going concern, which is considered to be one year from the issuance of these financial statements. No adjustments
have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 14, 2024. The
financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The
Company intends to complete a Business Combination before the mandatory liquidation date, as it may be extended. Over this time period,
the Company will be using the funds outside of the Trust Account for paying existing accounts payable and meeting conditions to closing
the Business Combination. See Note 10 – Subsequent Events, of the Notes to Consolidated Financial Statements included in “Item
8. Financial Statements and Supplementary Data” of this report. The Company cannot provide
any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial
doubt about the Company’s ability to continue as a going concern through one year from the issuance date of these financial statements.
These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating
the impact of the COVID-19 pandemic on the Company and has concluded that while it is reasonably possible that the virus could have a
negative effect on the Company’s financial position, results of its operations and/or search for a Target, the specific impact is
not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. In February 2022, the Russian
Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including
the United States, have instituted economic sanctions against the Russian Federation and Belarus. The recent military conflict between
Israel and militant groups led by Hamas has also caused uncertainty in the global markets. Further, the impact of these actions and related
sanctions on the world economy are not determinable as of the date of these financial statements. Certain purported shareholders
of the Company sent demand letters (the “Demands”) alleging deficiencies and/or omissions in the Registration Statement on
Form S-4, filed by the Company on August 9, 2023. The Demands seek additional disclosures to remedy these purported deficiencies. |
