Note 12 - Subsequent Events

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

Nasdaq Deficiency Letter

On April 9, 2024, we received a deficiency letter from the Nasdaq Listing Qualifications Department indicating that we were not in compliance with Nasdaq’s Listing Rule 5550(b)(1) because our stockholders’ equity for the year ended December 31, 2023, as reported in our Form 10-K, was below the minimum stockholders’ equity requirement of $2,500,000 (the “Stockholders’ Equity Requirement”). The notice had no immediate effect on our continued listing on Nasdaq, subject to our compliance with the other continued listing requirements. We had until October 7, 2024 to meet the Stockholders’ Equity Requirement.

As we did not regain compliance with the Stockholders’ Equity Requirement by October 7, 2024, we received a delisting determination letter on October 8, 2024 (the “Delisting Determination Letter”). The Delisting Determination Letter stated that unless we requested a timely hearing before a Nasdaq Hearing Panel (“Panel”) to appeal Nasdaq’s delisting determination, trading of our Class A common stock and warrants would be suspended and delisted from Nasdaq.

We have filed a request for a hearing before the Panel, which was granted for November 26, 2024 (the “Hearing Date”), at which we will request a suspension of delisting pending our return to compliance. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B), the hearing request has stayed the suspension of trading and delisting of our Class A Common Stock and warrants pending the conclusion of the hearing process. Consequently, our Class A Common Stock and warrants will remain listed on Nasdaq at least until the Panel renders a decision following the hearing.

The Company intends, prior to the Hearing Date, to regain compliance with the Minimum Stockholders’ Equity Rule by completing one or more equity offerings.

There can be no assurance that the Company will be able to regain compliance with the Minimum Stockholders’ Equity Rule or will otherwise be in compliance with other applicable Nasdaq listing rules, that the Company will be able to successfully complete equity offering or that the Company’s appeal of the delisting determination will be successful.

Public Offering

On November 8, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) relating to the issuance and sale of 370,000 shares of the Company’s Class A common stock and, in lieu of Class A common stock, pre-funded warrants to purchase 3,300,886 shares of Class A common stock, and accompanying warrants to purchase up to 7,341,772 shares of Class A common stock at a combined public offering price of $0.79 per share or pre-funded warrant (the “Public Offering”). The Public Offering closed on November 12, 2024. The common warrants have an exercise price of $0.79 per share, are exercisable following stockholder approval and have a term of exercise equal to five years following date of the stockholder approval. The Company received gross proceeds from the Public Offering of approximately $2,899,670 before deducting estimated offering expenses.

In connection with the Public Offering, the Company also agreed to amend certain existing warrants originally issued on January 11, 2022, to purchase up to 529,412 shares of its Class A common stock at an exercise price of $54.00 per share to have a reduced exercise price equal to $0.79 per share, and the term extended to November 12, 2029, subject to stockholder approval. Additionally, the Company issued to placement agent warrants (the “Placement Agent Warrants”) to purchase 367,088 shares of common stock. The Placement Agent Warrants are immediately exercisable at an exercise price of $0.869 and will expire on the third anniversary of the commencement of sales of the offering.