NOTE 10 – SUBSEQUENT EVENTS

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

On October 12, 2023, the Company and Pala amended and restated the A&R Pala Note to increase the aggregate principal amount available to be borrowed by up to $250,000.

On October 12, 2023, an aggregate of $250,000 was deposited by Pala into the Trust Account of the Company for the Company’s public shareholders, representing $0.024 per public share, which enabled the Company to extend the period of time it has to consummate its Business Combination by one month to November 17, 2023. The Extension constitutes the fifth of up to twelve one-month extensions permitted under the Company’s governing documents and provides the Company with additional time to complete its Business Combination.

On October 24, 2023, the Company filed a definitive proxy statement regarding the extraordinary general meeting of shareholders to be held on November 14, 2023 (the “Meeting”). The purpose of the Meeting is to consider and vote upon proposals to (A) amend the Articles to remove the monthly Extension Payment the Company must make to extend the Combination Period and allow for an extension of the Combination Period until June 17, 2024 (the “Extended Date”) without depositing extra funds in the Trust Account (the “Extension Payment Removal Proposal”), (B) amend the Articles to eliminate (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate an initial business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such initial business combination (the “Redemption Limitation Amendment Proposal”), (C) amend the Company’s investment management trust agreement, dated as of December 14, 2021 (as amended, the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, to allow the Company to extend the Combination Period until the Extended Date without depositing additional funds in the Trust Account (the “Second Trust Agreement Amendment Proposal”) and (D) adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal or the Trust Agreement Amendment Proposal or where the board of directors of the Company has determined it is otherwise necessary or desirable (the “Adjournment Proposal”, and together with the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Second Trust Agreement Amendment Proposal, the “Proposals”). The foregoing summary of the Proposals does not purport to be complete and is qualified in its entirety by reference to the Company’s definitive proxy statement, filed with the SEC on October 24, 2023.

On October 23, 2023, October 30, 2023 and November 6, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with the Investors in exchange for such Investors agreeing (i) to not redeem an aggregate of 5,000,500 Non-Redeemed Shares in connection with the Meeting and (ii) to vote in favor of the Proposals at the Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreement). In exchange for the foregoing commitment to not redeem such shares, the Sponsor has agreed to transfer to the Investors up to an aggregate of 1,000,100 Founder Shares held by the Sponsor contemporaneously with the closing of the Company’s Business Combination, provided that the Investors do not exercise their redemption rights with respect to the Non-Redeemed Shares in connection with the Meeting and the Proposals are approved.

The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed as Exhibit 10.1 the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2023.