In connection with the preparation of the Company’s financial statements for the three and nine months ended September 30, 2024, the Company’s management determined that a reclassification was necessary in its previously issued unaudited financial statements, relating solely to the balance sheet, as of March 31, 2024. It was determined that the Company’s deferred commission payable, previously classified as a long term liability, should have been classified as a current liability in the Company’s March 31, 2024 condensed consolidated balance sheet. Such reclassification did not have any impact on the total liabilities owed by the Company as of March 31, 2024. Management has evaluated this change and concluded it was material to the prior period. Therefore, the Company is restating the previously issued unaudited financial statements, and related notes thereto, as of March 31, 2024.

The impact of the errors described above on the condensed consolidated balance sheet as of March 31, 2024, is as follows:

In connection with the preparation of the Company’s financial statements as of and for the year ended December 31, 2023, the Company’s management identified errors in its previously issued unaudited financial statements as of and for the three months ended March 31, 2023 with respect to how certain expenses relating to the Merger were previously expensed and that as part of the Company’s annual audit it was determined that such expenses should have been capitalized and subsequently recorded against equity and restated such quarterly period in the December 31, 2023 Form 10-K. The accounting for legal costs was deemed to be specific incremental costs directly attributable to the Merger and concurrent PIPE financing (See Note 3). Management has evaluated this correction to the accounting treatment of such costs, which overstated net loss, additional paid in capital, and accumulated deficit and understated prepaid expense, and concluded it was material to the prior quarterly periods, individually and in the aggregate.

The impact of the errors described above on the balance sheet as of March 31, 2023, is as follows (in thousands):

	As Previously Reported			Adjustment		As Restated
	As of March 31, 2023 (Unaudited)
	As Previously Reported			Adjustment		As Revised
Balance Sheets (in thousands)
Assets
Current assets
Prepaid expenses and other current assets	$	-		$	493	$	493
Total current assets		8			493		501
Total assets		13			493		506
Stockholders’ deficit
Accumulated deficit		(12,929	)		493		(12,436	)
Total shareholders’ deficit		(12,517	)		493		(12,024	)
Total liabilities and shareholders’ deficit	$	13		$	493	$	506

The impact of the errors described above on the statements of operations and comprehensive loss for the three months ended March 31, 2023, is as follows (in thousands):

	As Previously Reported			Adjustment			As Restated
	For the three months ended March 31, 2023 (Unaudited)
	As Previously Reported			Adjustment			As Revised
Statements of Operations and Comprehensive Loss (in thousands)
Operating expenses:
General and administrative expenses	$	2,008		$	(493	)	$	1,515
Total operating costs and expenses		2,008			(493	)		1,515
Operating loss		(2,008	)		493			(1,515	)
Net loss	$	(2,165	)	$	493		$	(1,672	)
Net loss per share attributable to ordinary shareholders – basic and diluted*	$	(1,082	)	$	247		$	(835	)
Total Comprehensive Loss	$	(2,428	)	$	493		$	(1,935	)

*	Does not reflect the impact of the Merger on the Company’s capital structure

The impact of the errors described above on the statements of changes in shareholders’ deficit as of March 31, 2023, is as follows (in thousands):

	As Previously Reported			Adjustment		As Restated
	As of March 31, 2023 (Unaudited)
	As Previously Reported			Adjustment		As Revised
Statements of Changes in Shareholders’ Deficit (in thousands)
Accumulated deficit	$	(12,929	)	$	493	$	(12,436	)
Total shareholders’ deficit	$	(12,517	)	$	493	$	(12,024	)

The impact of the errors described above on the statements of cash flows for the three months ended March 31, 2023, is as follows (in thousands):

	As Previously Reported			Adjustment			As Restated
	For the three months ended March 31, 2023 (Unaudited)
	As Previously Reported			Adjustment			As Revised
Statements of Cash Flows (in thousands)
Cash flows from operating activities:
Net loss	$	(2,165	)		493			(1,672	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	$	-			(493	)		(493	)