Financial assets

Initial recognition

Financial assets at amortised cost, which includes other receivables, amounts held in escrow and cash and bank balances, are initially recognised at their fair value at the date of the transaction and are subsequently measured at amortised cost using the effective interest rate method. Cash and cash equivalents are defined as cash in hand, demand deposits and highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value. Cash and cash equivalents consist of cash at bank and deposits with a maturity of less than three months at the date of inception.

Amounts held in escrow are made up of the proceeds of the listing, and the Co-Sponsor Overfunding Subscription (being additional funds committed by the Company's Co-Sponsors through subscription of further warrants). Any interest earned is also included. Pursuant to the terms of the Escrow Agreement (being an agreement entered into with Citibank N.A. London to ensure sums committed by Class A Shareholders are used for no other purpose than those described in the Company's prospectus), and in accordance with the requirements set out in Listing Rule 5.6.18A(2), the Company may only direct the release of funds upon the occurrence of certain events as outlined in the Company's prospectus, and these amounts are therefore classified as restricted cash in the Statement of Financial Position.

Subsequent measurement

Financial assets at amortised cost are subsequently carried at amortised cost using the effective interest rate method. The amortised cost of a financial asset is the amount at which the financial asset is measured on initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount, minus any allowance for expected credit losses where relevant.

Cash and bank balances and other receivables are undiscounted. Due to their short-term nature the discounting impact is not regarded as material.

Allowances for expected credit losses are recognised in profit or loss in the Statement of Comprehensive Income.

Financial liabilities

Initial recognition

Financial liabilities are recognised when the Company becomes a party to the contractual agreements of the instrument. At initial recognition financial liabilities are measured at their fair value plus, if appropriate, any transaction costs that are directly attributable to the issue of the financial liability.

The Company's financial liabilities during the period are comprised of liabilities related to the redeemable Class A ordinary shares ("Public Shares"), trade and other payables and derivative liabilities related to the Public and Sponsor Warrants.

Subsequent measurement

The redeemable Public Shares and trade and other payables are classified as financial liabilities at amortised cost and are measured at amortised cost using the effective interest rate. The amortised cost of a financial liability is the amount at which the financial liability is measured on initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount. Such amortisation amounts are recognised in the Statement of Comprehensive Income. Due to the short-term nature of the trade and other payables, they are stated at their nominal value, which approximates their fair value.

Public Warrants and Sponsor Warrants are derivative liabilities, which are classified as financial liabilities at fair value through profit or loss. Subsequent to initial recognition, the Public and Sponsor Warrants are measured at fair value and changes thereto are recognised in the Statement of Comprehensive Income.

The Company determines the classification of its financial liabilities at initial recognition and re-evaluates the designation at each financial period end.

IAS 32 provides that the Company's financial instruments shall be classified on initial recognition in accordance with the substance of the contractual arrangement and the definitions of a financial liability or an equity instrument.

Derecognition

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

A financial liability is de-recognised when it is extinguished, discharged, cancelled or expires.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, and deposits held with banks.

Restricted cash

Restricted cash represents amounts held in escrow and is made up of the proceeds of the listing, and the Co-Sponsor Overfunding Subscription, and any interest earned. The Company may only direct the release of funds upon the occurrence of certain events as outlined in the Company's prospectus. See note 3 for further details.

Expenses

All expenses are accounted for on an accruals basis and are presented as expense items, except for expenses that are incidental to the disposal of an investment which are deducted from the disposal proceeds in arriving at gain or loss on disposal, and expenses related to the issue of financial instruments which are netted against the financial instruments they are allocated to. For equity instruments, these reduce share capital, for derivative liabilities these are expensed immediately and for liabilities these initially reduce the liability and are subsequently accreted to the Statement of Comprehensive Income over time.

Prepayments

Prepayments are expenses paid in advance that are amortised on a straight-line basis over the period to which they are applicable.

Share capital and reserves

Equity represents the residual interest in the assets of the Company after deducting all of its liabilities. Class B ordinary shares ("Sponsor Shares") are classified as equity. The Company had issued shares with no par or nominal value. The Share subscription reserve represents consideration received in advance of issue of shares and warrants. The Warrant reserve represents the surplus arising on the fair value of Sponsor Warrants on the date of issuance.

Equity

Equity is classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity is recorded at the amount of proceeds received, net of issue costs. Class B ordinary shares are classified as equity in accordance with IAS 32 - "Financial Instruments: Presentation" as these instruments include no contractual obligation to deliver cash and the redemption mechanism is not mandatory.

Share issue costs

Share issue cost have been incurred in relation to the issue of the Sponsor Shares, Public Shares and Warrants. Where shares are classified as equity, share issue costs are recognised in equity. Share issue costs attributed to the Public shares financial liability are amortised to the Statement of Comprehensive Income using the effective interest method. For Warrants measured at fair value through profit or loss, share issue costs are recognised immediately in the Statement of Comprehensive Income.

Income Taxes

As a British Virgin Islands limited liability company, the Company is not subject to any income, withholding or capital gains taxes. The company does not have any deferred taxes or any significant uncertain tax positions.

Critical accounting estimates and judgements

The preparation of financial statements in accordance with IFRS requires the Board to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities and income and expenses. The estimates and associated assumptions are based on various factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on a bi-annual basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The principal judgements and estimates are as follows:

Critical accounting judgements

Going Concern basis of preparation

The Board has assessed the Company's financial position as at 31 December 2023 and the factors that may impact the Company for a period of 12 months from the date of signing these Financial Statements.

In the event that an acquisition does not complete, the cash flow projections show that the Company is likely to require additional cash contributions from Co-Sponsors. Co-Sponsors are not obliged to provide such contributions and there is therefore a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern in the event that an Acquisition is not completed. If no acquisition is completed by the Extended Acquisition deadline of 30 June 2024, then the current expectation is that the company will be wound up.

At 31 December 2023, the Company had net liabilities of $(246,051). As at 31 December 2023, the Company had  cash and cash equivalents of $647,741, and post-period end received a further $1,497,017 from Co-Sponsors.

On 8 January 2024, the Company announced in a Shareholders Circular and Notice of Extraordinary General Meeting of Shareholders (the "Extension EGM") its intention to seek Shareholder approval for and extension of the Acquisition Deadline to 30^th June 2024 at the Extension EGM held on 16 January 2024. This resolution was passed at the Extension EGM.

On 25 January 2024, the Company and its Co-Sponsors entered into a side deed to the sponsor funding agreement whereby Co-Sponsors agreed to advance up to a further $3,000,000. This additional funding is contingent on achieving milestones towards closing an acquisition and is intended to be released in four tranches throughout the first half of 2024.

The first and second tranches totalling $1,000,000 attract interest at 20% per annum. The final two tranches of funding, totalling $2,000,000 attract interest of 25% per annum. All interest compounds semi-annually. As at the date of this report $1,497,017 has been advanced to the Company. In line with previous sponsor funding side deed agreements, amounts advanced pursuant to this side deed are repayable upon completion of an acquisition.

In the event the Company completes an acquisition, the Company and its Co-Sponsors shall discuss in good faith the repayment schedule of the principal amount of the Sponsor Loans and any accrued interest up to the date of repayment in the proportions in which the Sponsor Loans were made. If the Company does not complete an acquisition, each Co-Sponsor acknowledges and agrees that the Company will not repay the Sponsor Loans (in whole or in part) to the Co-Sponsors in any circumstances and waives its rights to recourse against funds in the Escrow Account in respect of the Sponsor Loans. 

The Company has incurred and expects to continue to incur costs in pursuit of its financing and acquisition plans.

The Directors have reviewed the Company's cash flow projections, both with and without the completion of the Acquisition. In order to complete the Acquisition, the Company will need to raise funds from a combination of sources including equity and debt. The cash flow projections in the Acquisition completion scenario show that the Company will have adequate resources to continue in operational existence for the foreseeable future.

The Board has assessed the Company is expected to continue as a going concern for a period of 12 months from the date of signing these Financial Statements to the extent that the Company completes the Acquisition.

Critical accounting estimates and judgements (continued)

Equity classification of Sponsor Shares

On 12 October 2022, the Company admitted to trading on the London Stock Exchange 12,500,000 redeemable Class A Ordinary Shares ("Public Shares") of no par value, together with 6,250,000 warrants ("Public Warrants"), on the basis of ½ of a redeemable warrant per Class A Ordinary Share, to investors at a price of $10.00 per Class A Ordinary Share.

The Company further issued 3,125,000 Class B shares with no par value at a price of $0.01 per share to Sponsors. Of these Class B Shares, anchor and cornerstone investors subscribed to 832,813 and 365,625 shares, respectively, at $0.01 per share ("Sponsor Shares").

In addition to the Class B shares, Sponsors also subscribed to 9,286,250 warrants and provided additional funding through subscription of a further 4,062,500 warrants ("Sponsor Warrants"). All Sponsor Warrants were issued at $1.00 per warrant and are exercisable at a price of $11.50 per Public Share, following completion of an acquisition.

The Company has exercised an accounting judgement in determining whether the Sponsor Shares and Warrants are accounted for in accordance with IFRS 2 Share Based Payments, or IAS 32 Financial Instruments: Presentation. Careful consideration was afforded to the fact patterns and various rights, duties and conditions attaching to each class of the share and warrant in issue. Upon successful completion of an acquisition, each Class B Share issued at $0.01 per share will automatically be converted into Public Shares (Class A Shares), representing a significant discount to the $10.00 per share paid by Public shareholders.

In relation to certain Sponsor Shares, where the recipient is providing services in an equivalent capacity as an employee, the Board's judgement is that these fall under the scope of IFRS 2 to be treated as equity-settled share-based payments.  

IFRS 2 requires an expense to be recognised at the grant date fair value, with a corresponding increase in equity over the vesting period. IFRS 2 will therefore apply at and from the deemed grant date of the shares. The Company has determined that the grant date of the shares will be on completion of an acquisition. This is on the basis that there is no clarity as to the nature and value of the instruments until the acquisition is finally approved, as they are effectively an economic interest in the acquired business.

The conversion of Sponsor Shares to Public Shares is contingent on the successful completion of an acquisition of a target business. No reward will accrue to the holders of Class B Shares until such time as this takes place. Where the holder of a Sponsor Share has not provided the Company with services, these shares are accounted for as equity under IAS 32.

            Classification and measurement of Sponsor Warrants

A similar judgement is required in accounting for the Sponsor Warrants. Depending on the facts and circumstances these could be treated as financial instruments under IAS 32, or share-based payments, under IFRS 2. The Board determined that in this case IFRS 2 was not relevant, and therefore it is correct to account for the Sponsor Warrants as financial instruments under IAS 32. In forming this judgement, the following factors are taken into account:

o  Sponsor Warrant holders have not been treated preferentially to Public Warrant Holders who received ½ of one redeemable warrant per one Class A share subscribed. Both the Public and Sponsor Warrants are exercisable at the same price of $11.50 per share, at any time 30 days after an acquisition date;

o  No further Sponsor Warrants are receivable for nil or discounted consideration, and there are no service conditions attached to the Sponsor Warrants;

o  The commercial basis for the issue of Sponsor Warrants is to provide sufficient capital to cover the Company's listing costs and operating expenses until the completion of an acquisition, without diluting the Public Shareholdings;

o  Sponsor Warrant holders have no different rights from Public Warrant holders in the event of a successful acquisition or the failure to achieve such a combination; and

o  The Sponsor Warrants do not entitle the holder to a pro rata share of the entity's assets in the event of the entity's liquidation.

Critical accounting estimates and judgements (continued)

Taking the above factors into consideration, it is the Board's judgement that Sponsor Warrants are financial instruments that includes a contractual obligation for the issuer to redeem that instrument for cash or another financial asset (in this case, a Public Share) upon exercise, therefore the relevant accounting treatment is determined by IAS 32.

Classification of transaction costs associated with issue of shares

The company incurred various costs in issuing its own equity instruments, most of which are transaction costs. Transaction costs are incremental costs that are directly attributable to the equity transaction that otherwise would have been avoided if the equity instruments had not been issued. Transaction costs of an equity transaction should be accounted for as a deduction from equity.

Incremental costs that are directly attributable to the equity transaction that otherwise would have been avoided if the equity instruments had not been issued include registration and other regulatory fees, underwriting costs and brokerage fees, amounts paid to lawyers, accountants, investment bankers and other professional advisers, fees and commissions paid to agents, brokers and dealers, printing costs and stamp duties.

Costs for marketing the IPO, including the 'road show', do not meet the definition of a transaction cost and therefore have been accounted for in the statement of comprehensive income.

Transaction costs have been allocated to the debt or equity instrument to which they are directly attributable where possible. Where directly attributable costs could not be directly allocated to a debt or equity instrument, they have been apportioned based on the gross proceeds raised by each instrument.

Equity classification of sponsor loans

During the period, the Company through a number of side agreements, received loan advances from sponsors to fund acquisition-related costs and ongoing administrative expenses. The loans, including any interest payable will become repayable or converted to equity if the Company completes a successful acquisition. Until this takes place the Sponsors acknowledge and agree that the Company will not repay the loans in whole or in part in any circumstances and the Sponsors waives its rights to recourse against funds held in escrow by the Company.

The directors have concluded that following the relevant accounting treatment determined by IAS 32, as it is within the Company's control to complete an acquisition, the sponsor loans should be classified as equity in the financial statements, and included within share subscription advances and sponsor loans in the statement of changes in equity.  Further details of these sponsor agreements are included in note 8 below.

Key sources of estimation uncertainty

Fair value of derivative financial instruments at fair value through profit or loss

The Company recognises its derivative instruments (Public Warrants and Sponsor Warrants) initially at fair value at date of issuance with any subsequent movement in fair value between the issuance date and the reporting date being recognised as a fair value movement through profit and loss.

As at 31 December 2023 a third party valued the 19,598,750 Warrants in issue using an appropriate valuation model and determined the fair value at the date of issuance to be $0.18 per warrant and the fair value at the period-end date to be $0.04 per warrant.

As at 31 December 2023, judgements were required for the inputs into the valuation model specifically average implied volatility rates of suitable comparable companies and a reliable underlying share price as the closing price as at the 31 December 2023 was based on one day's trading ($3.80) and not reflective of the underlying price as demonstrated by transactions before and almost immediately after the year end date. The valuation model uses the October 2023 redemption price of $10.7991 as a reasonable base assumption. Sensitivity analysis has been provided below to demonstrate the impact of assumptions applied.

Critical accounting estimates and judgements (continued)

Sensitivity Analysis

The following summary presents the impact of a reasonable +/- 1% change in the average implied volatility assumption applied in the warrant valuation model:

The sensitivity of the warrant valuation to the share price (+/- 10%, as well as considering a share price of US$3.80, based on the last trade before the year end date) is set out as follows:

Fair value measurement

All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy which consists of the following 3 levels:

o  Level 1 - unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities.

o  Level 2 - quoted prices in markets that are not active, or financial instruments for which all significant inputs are observable from the market, either directly (as prices) or indirectly (as derived from prices); and

o  Level 3 - prices or valuations that require inputs that are not based on observable market data (unobservable inputs).

The Board considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

Fair value measurement (continued)

The table below analyses within the fair value hierarchy the Company's financial liabilities measured at fair value on an ongoing basis:

The equity-linked Public Warrants admitted to the LSE along with the Sponsor Warrants have been classified as level 3.

Financial instruments classified within level 3 have significant unobservable inputs as they trade infrequently. As observable prices are not available for the investments, the Company uses valuation techniques to derive their fair value. At 31 December 2023 it was the opinion of the Board that Sponsor Warrants should be categorised as level 3.

The Company had no financial assets measured on a fair value basis. No reclassifications between the three fair value categories took place during the period.

The following summarises the valuation methodologies and inputs used for derivative liabilities categorised in Level 3 as at 31 December 2023.

Unlike traditional warrant valuation models, the "Monis SPAC" model takes into account the complexity in SPAC warrants, which may be redeemed by the issuer once the linked shares exceed a trigger price. The method is derived from a Monte Carlo simulation adapted specifically for SPAC warrants.

Financial Instruments - risk management

The Company's financial risk management objectives are going to evolve as the activities increase and it prepares for a business combination. The risk management policy is set out below:

The Company reports in US Dollars. All funding requirements and financial risks are managed based on policies and procedures adopted by the Board.

The Company is expected to be exposed to the following financial risks:

•     Market risk

•     Interest rate risk

•     Credit risk

•     Liquidity risk

•     Foreign exchange risk

Financial Instruments - risk management (continued)

In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:

•     Trade and other receivables

•     Cash and cash equivalents

•     Trade payables and accruals

•     Redeemable Public Share liabilities

•     Derivative Financial Instruments (at fair value through profit or loss)

To the extent financial instruments are not carried at fair value, book value approximates to fair value at 31 December 2023.

Trade and other receivables are measured at amortised cost. Book values and expected cash flows are reviewed by the Board and any impairment charged to the statement of comprehensive income in the relevant period. As at 31 December 2023, there were no trade receivables. The company had other receivables of $206,179 (2022: $47,074)

Trade and other payables are measured at amortised cost. The financial liabilities were $1,906,023 (2022: $1,075,921) in respect of trade payables and accruals, redeemable public share liabilities and derivatives. The management of risk is a fundamental concern of the Company's management. This note summarises the key risks to the Company and the policies and procedures put in place by management to manage it.

a) Market risk

Market risk arises from the Company's use of interest-bearing financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk) or foreign exchange rates (foreign exchange risk). The Company seeks to minimise exposure to floating rate interest risk balanced against the need to secure sponsor funding required to complete an acquisition.

b) Interest rate risk

Interest rate risk arises from increases in market interest rates and could potentially arise from the use of bank overdrafts. The Company had no exposure to interest rate risk at 31 December 2023. The Company relies on sponsors for funding needs.

c) Foreign exchange risk

Foreign exchange risk arises from adverse movements in currency exchange rates.

The Company, which has as its functional currency US Dollars, was exposed to minimal levels of foreign exchange risk during the period as it did not generate any revenue and there was an immaterial cost in Pound Sterling.

d) Credit risk

Credit risk arises from cash and cash equivalents and deposits maintained with banks and financial institutions with credit ratings acceptable to the management, as well as credit exposures with customers, including outstanding receivables and committed transactions. The Company had low exposure to credit risk as its cash and cash equivalents are held in a bank with strong credit ratings.

e) Liquidity risk

Liquidity risk arises from the Company's management of working capital. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due. The Company has in place arrangements with its sponsors to provide funding as required for working capital purposes.

f) Capital management

The Company's objective when maintaining capital is to safeguard the entity's ability to continue as a going concern, so that it can continue to carry on its normal activities.

3.       Cash and cash equivalents (including restricted cash)

The Company may only direct the release of restricted funds held in escrow upon the occurrence of certain events. Restricted cash held in escrow is made up of the proceeds of the October 2022 listing, and the Co-Sponsor Overfunding Subscription, and any interest earned, less funds repaid to Class A shareholders following a share redemption in October 2023, in which 99.77% of Class A shares were redeemed. See note 5 below for further details.

Cash and cash equivalents include readily available cash on hand, and deposits held with banks.

4.     Finance income and expenses

5.     Issued share capital

The following summarises the issued share capital as at 31 December 2023 and 30 June 2022.

5.     Issued Share Capital (continued)

Class A ordinary shares ("Public Shares")

In October 2022, ACG successfully completed its IPO with the admission of 12,500,000 Class A Ordinary Shares, onto the London Stock Exchange at an initial offering price of $10.00 per unit. 6,250,000 warrants were issued concurrently, as each subscriber also received half of one Warrant ("Public Warrant") with their Public Share. The Public Warrants carry a $11.50 strike price and are redeemable in whole or in part, prior to completion of the Acquisition. The Public Shares have been classified as a financial liability measured at amortised cost in the Company's Statement of Financial Position.

In October 2023, following an EGM circular which included a notice providing Class A Shareholders a right to redeem their shares, 12,471,732 (99.77% of Class A) shares were redeemed at a price of $10.7991 per share. Funds totalling $134,683,481 were returned to shareholders on 26 October 2023 which included interest earned and received on the funds held on escrow as at the redemption date, which Class A shareholders were entitled to receive.

Class B ordinary shares ("Sponsor Shares")

In October 2022, as a result of the IPO, Sponsors and Directors subscribed to a total of 3,125,000 Sponsor Shares at a price of $0.01 per share. In December 2023, 1,333,333 new B shares were subscribed to and allotted at $1.50 per share, taking the total number of Class B Shares to 4,458,333. The $2,000,000 gross proceeds were recognised in share capital.

Upon completion of an acquisition, the Sponsor Shares will convert on the trading day following the consummation of the acquisition into Public Shares.

Subject to the variation of certain voting rights and powers in respect of the acquisition, Sponsor Shares carry the same shareholder rights as Public Shares. However, the Company's Sponsor and Directors have entered into a lock-up arrangement with the Company, under which they have agreed to waive their redemption rights in respect of the Sponsor Shares or any Public Shares acquired as a result of conversion in connection with the acquisition. Accordingly, the Sponsor Shares are classified as equity in the Company's Statement of Financial Position.

6.      Derivative financial liabilities - Warrants

Public Warrants

Public Warrants are classified as derivative liabilities and were initially recognised at their fair value of $0.18 per warrant ($1,116,875) at the issuance date of 12 October 2022.

As at 31 December 2023, the 6,250,000 Public Warrants fair value had decreased to $0.04 per Warrant and are recognised in these financial statements at a fair value of $245,625.

Sponsor Warrants

During the period, sponsors subscribed to a total of 13,348,750 Sponsor Warrants at a price of $1 per warrant. Of the $13,348,750 raised from the issue of the Sponsor Warrants, a derivative liability was recognised at the fair value of $0.18 per warrant ($2,385,422) at the issuance date of 12 October 2022. The remainder was allocated to the Warrant reserve as a capital contribution to the Company.

6.     Derivative financial liabilities - Warrants (continued)

As at 31 December 2023, the Sponsor Warrants have been valued at $0.04 per warrant and are recognised in these financial statements at a total value of $524,606.

The following table presents the total fair value movements on both public and sponsor warrants:

7.      Trade & other payables

Accruals relate to legal and professional, and other consultancy fees.

8.      Sponsor Loans

On 19 January 2023, the Company and its Co-Sponsors entered a side deed to the sponsor funding agreement whereby Co-Sponsors agreed to advance further funding in the form of loans totalling $4,700,500.  This additional funding was received during the period and attracts interest at 10% per annum compounding semi-annually. The principal amount along with any accrued interest is repayable upon completion of an acquisition.

Of the additional funding received, $2,000,000 will be repaid in the form of Sponsor Warrants to be issued upon completion of an Acquisition.

On 29 March 2023, the Company and its Co-Sponsors entered into a side deed to the sponsor funding agreement whereby Co-Sponsors agreed to advance a further $7,000,000. This additional funding attracts no interest and is repayable upon completion of an acquisition.

On 8 June 2023, the Company and its Co-Sponsors entered into a side deed to the sponsor funding agreement whereby Co-Sponsors agreed to advance of up to a further $4,500,000. This additional funding attracts no interest and is repayable upon completion of an acquisition.

On 9 June 2023, the Company and its Co-Sponsors entered into a side deed to the sponsor funding agreement whereby it was agreed that in respect of the side agreements 19 January, 29 March and 8 June (above), up to $2,000,000 in Sponsor Loans may be repaid in warrants at the sole discretion of the Company; and up to a further $10,000,000 in Sponsor Loans may be repaid in the form of Class A ordinary shares, at the sole discretion of the Company.

On 29 September 2023, the Company and its Co-Sponsors entered into a side deed to the sponsor funding agreement whereby Co-Sponsors agreed to advance further funding in the form of a $200,000 loan. This additional funding was received during the period and attracts interest at 10% per annum compounding semi-annually. The principal amount along with any accrued interest is repayable upon completion of an acquisition.

8.   Sponsor Loans (continued)

On 22 December 2023, the Company and its Co-Sponsors entered into a side deed to the sponsor funding agreement whereby in respect of all Sponsor loans advanced:

In the event the Company completes an acquisition by the New Longstop Date of August 12, 2024, the Company and its Co-Sponsors shall discuss in good faith the repayment schedule of the principal amount of the Sponsor Loans and any accrued interest up to the date of repayment in the proportions in which the Sponsor Loans were made. If the Company does not complete an acquisition by the New Longstop Date, each Co-Sponsor acknowledges and agrees that the Company will not repay the Sponsor Loans and any accrued interest (in whole or in part) to the Co-Sponsors in any circumstances and waives its rights to recourse against funds in the Escrow Account in respect of the Sponsor Loans.

This side deed also contained an agreement and undertaking to transfer 5% of Sponsor warrants for the purposes of participation in a long-term incentive scheme, reducing in direct proportion the number Sponsor Warrants held by Co-Sponsors.

The Sponsor Loans have been classified as equity within the advance share/warrant subscription reserve as there is no requirement to repay the loans unless and until completion of an Acquisition. Amounts in this reserve represent amounts under received the Sponsor Loan side agreements during the period.