Recent Developments

The key points from the recent developments are:

1. Extension of Business Combination Deadline: The company’s shareholders have approved several extensions to the deadline for completing a business combination, pushing it out from the original May 19, 2023 date to eventually February 24, 2025. This required multiple shareholder votes to extend the deadline.

2. Redemptions and Remaining Trust Account Balance: In connection with the deadline extensions, a significant number of shareholders exercised their right to redeem their shares. After the various redemptions, the remaining trust account balance is approximately $5.6 million as of January 24, 2025.

3. Delisting from NYSE: The company’s securities were delisted from the NYSE effective December 29, 2023, and are now expected to be quoted on the OTC Pink Sheets.

4. Non-Redemption Agreements: The company and its sponsor entered into agreements with certain shareholders to incentivize them not to redeem their shares in connection with the deadline extensions. This involved the transfer of founder shares to these shareholders.

5. Business Combination Agreement: On March 18, 2024, the company entered into a business combination agreement with SEE ID, Inc. However, there are no assurances the business combination will close as it remains subject to various closing conditions.

Results of Operations

• For the three months ended March 31, 2025, the company had a net loss of approximately $4.5 million, primarily driven by changes in the fair value of the derivative liability related to the non-redemption agreements, interest and penalties, and general & administrative expenses.

• For the three months ended March 31, 2024, the company had a net loss of approximately $0.4 million, mainly due to general & administrative expenses, changes in derivative liability fair value, and taxes.

Liquidity and Going Concern

• As of March 31, 2025, the company had $400,093 in its operating bank account and a working capital deficit of approximately $6.3 million.

• The company has relied on funding from its sponsor, as well as the proceeds from its IPO and private placements, to meet its liquidity needs. It has also issued promissory notes to the sponsor for additional working capital.

• However, the company has determined that the liquidity condition and the fact that the mandatory liquidation date has passed raises substantial doubt about its ability to continue as a going concern.

Franchise and Income Tax Withdrawals

• Since its IPO, the company has withdrawn $2.9 million from the trust account to pay income and franchise taxes, of which $2.5 million has been remitted to the authorities.

• As of March 31, 2025, the company has $359,690 in excess funds withdrawn from the trust account but not yet remitted, as well as $176,789 in accrued unpaid income tax liability and $79,400 in unpaid Delaware franchise tax.

In summary, the key developments include multiple extensions of the business combination deadline, significant shareholder redemptions, the company’s delisting from the NYSE, the use of non-redemption agreements, and the pending business combination with SEE ID. The company’s financial performance has been characterized by net losses and liquidity challenges, raising substantial doubt about its ability to continue as a going concern.