| Description of Organization, Business Operations and Liquidity | Note
1 — Description of Organization, Business Operations and Liquidity Semper
Paratus Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on April 21, 2021.
The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one The
Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company
is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and
emerging growth companies. The Company’s wholly owned subsidiary, Semper Merger Sub, Inc., a Delaware corporation, was incorporated
on June 28, 2023 and has had no activity as of September 30, 2023. As
of September 30, 2023, the Company had not commenced any operations. All activity through September 30, 2023, relates to the Company’s
formation and Initial Public Offering (“IPO”), which is described below, and the search for a prospective 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 will generate non-operating income in the form of interest income earned on investments from the proceeds derived
from the IPO. The
registration statement for the Company’s IPO was declared effective on November 3, 2021. On November 8, 2021, the Company consummated
the IPO of 30,000,000 10.00 300,000,000 Simultaneously
with the closing of the IPO, the Company consummated the sale of 1,360,000 10.00 13,600,000 Simultaneously
with the closing of the IPO, the Company consummated the closing of the sale of 4,500,000 45,000,000 2,700,000 90,000 900,000 Offering
costs for the IPO amounted to $ 21,266,594 6,000,000 14,700,000 566,594 9,700,000 5,000,000 500,000 Following
the closing of the IPO, $ 351,900,000 10.20 The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale
of the Private Placement Units, 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 one or more initial Business Combinations having an aggregate fair market value of at least 80 50 The
Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) 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 shareholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20 All
of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s
liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection
with certain amendments to the Company’s amended and restated memorandum and articles of association (as amended, the “Memorandum and Articles of Association”). In accordance with Financial Accounting Standards
Board (“FASB”) Accounting Standards 480-10-S99, redemption provisions not solely within the control of a company require
Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued
with other freestanding instruments (i.e., public warrants), the initial carrying value of ordinary shares classified as temporary equity
was the allocated proceeds determined in accordance with FASB 470-20. The ordinary shares are subject to FASB 480-10-S99. If it is probable
that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over
the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later)
to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust
the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize
the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 Redemptions
of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to
an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination,
the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination,
or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange
listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant
to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender
offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required
by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other
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. If the Company seeks shareholder approval in connection with a Business Combination, the Original Sponsor
has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving
a Business Combination. Additionally, each Public Shareholder 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. On
January 30, 2023, shareholders (the “Initial Shareholders”) holding all of the issued and outstanding Class B ordinary shares
(the “Founder Shares”) of the Company elected to convert their Class B ordinary shares into Class A ordinary shares of the
Company on a one 11,983,333 11,983,333 47,933,333 no On
February 3, 2023, the Company held an extraordinary general meeting of shareholders for the purpose of considering and voting on the
First Extension Charter Amendment (as defined below) and, if presented, the proposal to adjourn the meeting to a later date. On
May 4, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with SSVK Associates, LLC (the “Sponsor”)
and the Original Sponsor, pursuant to which the Sponsor will purchase from the Original Sponsor (x) 7,988,889 1,000,000 1.00 On
December 14, 2023, the Company held an extraordinary general meeting of shareholders for the purpose of considering and voting on the
Second Extension Charter Amendment (as defined below) and, if presented, the proposal to adjourn the meeting to a later date. Charter
Amendment On
February 3, 2023, the Company held an extraordinary general meeting of the shareholders for the purpose of considering and voting on
a charter amendment. At the meeting, the shareholders of the Company approved an amendment (the “First Extension Charter
Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the
Company must consummate an initial business combination from February 8, 2023 to December 15, 2023. Under Cayman Islands law, the Charter
Amendment took effect upon approval by the shareholders. The Company filed the First Extension Charter Amendment with the Cayman
Islands General Registry within 15
days of the meeting. In connection with the meeting,
shareholders holding approximately 32,116,947
ordinary shares (the “public shares”)
exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately
$ 332
million (approximately $ 10.34
per public share) was removed from the Trust
Account to pay such holders. On
December 14, 2023, the Company held another extraordinary general meeting of the shareholders for the purpose of considering and voting
on a second extension charter amendment. At the meeting, the shareholders of the Company approved an amendment (the “Second Extension
Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which
the Company must consummate an initial business combination from December 15, 2023 to September 15, 2024. Under Cayman Islands law, the
Second Extension Charter Amendment took effect upon approval by the shareholders. The Company filed the Second Extension Charter Amendment
with the Cayman Islands General Registry within 15
days of the meeting. In connection with
the meeting, shareholders holding approximately 880,873
public shares exercised their right to
redeem their shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $ 9.74
million ($ 11.03
per public share) was removed from the
Trust Account to pay such holders. Approximately
$ 16.6
million remains in the Trust Account as
of December 18, 2023, and the Company has 1,502,180
public shares outstanding as of December 18,
2023. Nasdaq
Notices On
March 23, 2023, the Company received a written notice (the “March Notice”) from the Listing Qualifications division of the
Nasdaq Stock Market (“Nasdaq”) stating that the Company had not paid certain fees required by Nasdaq Listing Rule 5250(f)
and that the Company would be delisted unless it appealed such determination. As of the date of the March Notice, the Company’s
past due fee balance totaled $ 151,000 On
April 4, 2023, the Company received a written notice (the “April Notice”) from Nasdaq indicating that the Company was not
in compliance with Listing Rule 5450(b)(2)(A), requiring the Company to maintain a Market Value of Listed Securities (“MVLS”)
of $50,000,000 for the continued listing of its securities on The Nasdaq Global Market. The April Notice was only a notification of deficiency,
not of imminent delisting, and had no then-current effect on the listing or trading of the Company’s securities on Nasdaq when
issued. The April Notice stated that the Company has 180 calendar days, or until October 2, 2023, to regain compliance with Listing Rule
5450(b)(2)(A). On September 28, 2023, the Company received notice from Nasdaq that it had regained compliance with Listing Rule 5450(b)(2)(A)
regarding the MVLS requirement. Notwithstanding
the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder 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 The
Company’s Original Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment
to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100 If
the Company is unable to complete a Business Combination by September 15, 2024, the extended date (“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 us to
pay the Company’s franchise and income 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 Shareholders’ rights as shareholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board
of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable law. Notwithstanding the forgoing, the Company may choose to file a proxy
statement seeking approval from the shareholders to amend the Company’s Memorandum and Articles of Association to extend the Combination
Period. The
Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares (which converted into Class A ordinary
shares) if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should
acquire Public Shares in or after the IPO, 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 have agreed
to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not
complete a Business Combination within 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 $ 10.20 Proposed
Business Combination On
June 28, 2023, the Company entered into an Agreement and Plan of Merger by and among the Company, Semper Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of the Company (“Merger Sub”), the Sponsor, in its capacity as purchaser representative,
Tevogen Bio Inc, a Delaware corporation (“Tevogen Bio”), and Ryan Saadi, in his capacity as seller representative (as may
be amended and/or restated from time to time, the “Merger Agreement”), pursuant to which, among other things, the parties
will affect the merger of Merger Sub with and into Tevogen Bio, with Tevogen Bio continuing as the surviving entity (the “Merger”),
as a result of which all of the issued and outstanding capital stock of Tevogen Bio shall be exchanged for shares of Class A common stock,
par value $ 0.0001 Prior
to the Closing Date, and subject to the satisfaction or waiver of the conditions of the Merger Agreement, the Company will migrate out
of the Cayman Islands and domesticate (the “Domestication”) as a Delaware corporation in accordance with Section 388 of the
DGCL and Part XII of the Cayman Islands Companies Act (2021 Revision). In connection with the Domestication, (i) each issued and outstanding
Class A ordinary share, par value $ 0.0001 11.50 0.0001 11.50 As
consideration for the Merger, the holders of Tevogen Bio’s securities collectively shall be entitled to receive from the Company,
in the aggregate, a number of shares of Common Stock (the “Merger Consideration”) with an aggregate value equal to $ 1,200,000,000 20,000,000 (a) $15.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date
of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Tevogen Bio securities shall
be entitled to receive an additional 6,666,667 shares of Common Stock, (b) $17.50 per share for 20 out of any 30 consecutive trading
days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders
of Tevogen Bio securities shall be entitled to receive an additional 6,666,667 shares of Common Stock and (c) $20.00 per share for 20
out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing
Date, in which case the holders of Tevogen Bio securities shall be entitled to receive an additional 6,666,666 shares of Common Stock.
In addition, for each Earnout Share Payment, the Company will also issue to Sponsor an additional 1,500,000 The
Merger Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived):
(i) approval of the shareholders of the Company and Tevogen Bio of the Transaction and the other matters requiring shareholder approval;
(ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) receipt of specified
third party consents; (iv) no law or order preventing the Transaction; (v) the registration statement having been declared effective
by the SEC; (vi) no material uncured breach by the other party; (vii) no occurrence of a material adverse effect with respect to the
other party; (viii) the satisfaction of the $ 5,000,001 In
addition, unless waived by Tevogen Bio, the obligations of Tevogen Bio to consummate the Transaction are subject to the satisfaction
of the following additional closing conditions, in addition to the delivery by the Company of certain related agreements, customary certificates
and other closing deliverables: (i) the representations and warranties of the Company being true and correct as of the date of the Merger
Agreement and as of the closing (subject to customary exceptions, including materiality qualifiers); (ii) the Company having performed
in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement
required to be performed or complied with by it on or prior to the date of the closing; (iii) absence of any material adverse effect
with respect to the Company since the date of the Merger Agreement which is continuing and uncured; (iv) at the closing, the Company
having $ 25,000,000 Finally,
unless waived by the Company, the obligations of the Company to consummate the Transaction are subject to the satisfaction of the following
additional Closing conditions, in addition to the delivery by the Company of certain related agreements, customary certificates and other
closing deliverables: (i) the representations and warranties of Tevogen Bio being true and correct as of the date of the Merger Agreement
and as of the closing (subject to customary exceptions, including materiality qualifiers); (ii) Tevogen Bio having performed in all material
respects their respective obligations and complied in all material respects with their respective covenants and agreements under the
Merger Agreement required to be performed or complied with by them on or prior to the date of the closing; and (iii) absence of any material
adverse effect with respect to Tevogen Bio and its subsidiaries on a consolidated basis since the date of the Merger Agreement which
is continuing and uncured. On
September 14, 2023, the Company filed a registration statement on Form S-4 with the SEC relating to the Transaction with Tevogen. Risks
and Uncertainties 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
escalation in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions and effect
the stability of the Middle East region. It is unknown how long any of these disruptions will continue and whether such disruptions will
become more severe. The
impact of these conflicts on the world economy is not determinable as of the date of these financial statements and 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. Liquidity
and Going Concern As
of September 30, 2023, the Company had $ 347,546 26,010,413 1,427,256 2.4 Until
the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating
prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting
the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise
additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The
Company’s officers, directors and Sponsor 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, and reducing overhead
expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at
all. Management
has also determined that the mandatory liquidation and subsequent dissolution described in the financial statements, should the Company
be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern.
The Company has until September 15, 2024 to consummate a Business Combination. It is uncertain that the Company will be
able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by September 15,
2024, there will be a mandatory liquidation and subsequent dissolution, or the Company may seek approval from the Company’s
shareholders to amend the Company’s Memorandum and Articles of Association to extend the Combination Period. 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. | Note
1 — Description of Organization, Business Operations and Liquidity Semper
Paratus Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on April 21, 2021.
The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one The
Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company
is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and
emerging growth companies. As
of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022, relates to the Company’s
formation and Initial Public Offering (“IPO”), which is described below, and the search for a prospective 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 will generate non-operating income in the form of interest income earned on investments from the proceeds derived
from the IPO. The registration statement for the Company’s IPO was declared effective on November 3, 2021. On November 8, 2021,
the Company consummated the IPO of 30,000,000 10.00 300,000,000 Simultaneously
with the closing of the IPO, the Company consummated the sale of 1,360,000 10.00 13,600,000 Simultaneously
with the closing of the IPO, the Company consummated the closing of the sale of 4,500,000 45,000,000 2,700,000 90,000 900,000 Offering
costs for the IPO amounted to $ 21,266,594 6,000,000 14,700,000 566,594 14,700,000 Following
the closing of the IPO, $ 351,900,000 10.20 The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale
of the Private Placement Units, 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 one or more initial Business Combinations having an aggregate fair market value of at least 80 50 The
Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) 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 shareholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20 All
of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s
liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection
with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and
Articles of Association”). In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions
not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent
equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value
of ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The ordinary shares
are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either
(i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that
the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption
value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting
period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible
assets to fall below $ 5,000,001 Redemptions
of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to
an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination,
the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination,
or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange
listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant
to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender
offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required
by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other
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. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed
to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business
Combination. Additionally, each Public Shareholder 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. Notwithstanding
the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange
Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15 The
Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the
Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100 If
the Company is unable to complete a Business Combination by February 8, 2023, 15 ten 100,000 The
Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete
a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the
IPO, 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 have agreed to waive their rights to its deferred
underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within
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 $ 10.20 Risks
and Uncertainties Management
is currently evaluating the impact of the COVID-19 pandemic 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 search for a target company, the specific
impact is not readily determinable as of the date of these 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. Further,
the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements
and 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 financial statements. Liquidity
and Going Concern As
of December 31, 2022, the Company had $ 129,186 356,864,000 76,098 4,948,000 Until
the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating
prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting
the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise
additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The
Company’s officers, directors and Sponsor 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, and reducing overhead
expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at
all. Management
has also determined that the mandatory liquidation and subsequent dissolution described in the financial statements, should the Company
be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern.
The Company has until September 15, 2024, to consummate a Business Combination. It is uncertain that the Company will be able
to consummate a Business Combination by the specified period. If a Business Combination is not consummated by September 15, 2024,
there will be a mandatory liquidation and subsequent dissolution. 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. |
