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The registration statement for our Initial Public Offering (“IPO Registration Statement”) was declared effective on December 22, 2020.
−Removed: On December 28, 2020, we consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, of which approximately $8.1 million was for deferred underwriting commissions.
+Added: On December 28, 2020, we consummated the Initial Public Offering of 23,000,000 Units, including 3,000,000 additional Over-Allotments Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $13.2 million, of which approximately $8.1 million was for deferred underwriting commissions.
Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 7,350,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $7.4 million.
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This may reduce the amount of interest earned by the funds in the trust account.
−Removed: As of March 31, 2023 and December 31, 2022, the funds in the trust account are held solely in an interest-bearing demand deposit account.
+Added: As of June 30, 2023 and December 31, 2022, the funds in the trust account are held solely in an interest-bearing demand deposit account.
Initial Business Combination
−Removed: If we are unable to complete an initial business combination by June 28, 2023, or such earlier date as determined by the Board (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, proceed to commence our voluntary liquidation and thereby our formal dissolution, subject in each case our obligations to provide for claims of creditors and the requirement of applicable law.
+Added: If we are unable to complete an initial business combination by December 28, 2023, or such earlier date as determined by the Board (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, proceed to commence our voluntary liquidation and thereby our formal dissolution, subject in each case our obligations to provide for claims of creditors and the requirement of applicable law.
The representative of the underwriters has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event we do not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.
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In connection with the Extension, the Sponsor agreed to deposit into the Trust Account an aggregate of $900,000 plus $300,000 for each of the three subsequent calendar months commencing on March 29, 2023.
−Removed: As of March 31, 2023 and December 31, 2022, $900,000 was deposited into the Trust Account for the benefit of the Public Stockholders.
+Added: As of June 30, 2023 and December 31, 2022, $1,800,000 was deposited into the Trust Account for the benefit of the Public Stockholders.
The Company issued an unsecured promissory note in connection with these fundings.
See Note 4 to the accompanying financial statements.
+Added: On June 26, 2023, the Company held the Second Meeting.
+Added: At the Second Meeting, the Company’s stockholders approved the Second Extension Amendment to extend the date by which the Company must consummate its initial Business Combination from June 28, 2023, to December 28, 2023, or such earlier date as determined by the Board.
+Added: Stockholders holding 1,747,139 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account.
+Added: Following redemptions, the Company has 3,329,638 Public Shares outstanding.
+Added: After the satisfaction of such redemptions the balance of the Trust Account was approximately $36.9 million.
+Added: Prior to the Second Meeting, the Company and the Sponsor entered into Non-Redemption Agreements with the Holders in exchange for the Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 3,172,000 shares of Class A Common Stock of the Company sold in its Initial Public Offering, in connection with the Second Meeting to, among other things, approve the Second Extension Amendment to extend the date by which the Company must (i) consummate an initial business combination, (ii) cease all operations except for the purpose of winding up, and (iii) redeem or repurchase 100% of its Class A common stock included as part of the units sold in the IPO, from June 28, 2023 to December 28, 2023.
+Added: In consideration of the foregoing agreements, immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, (i) the Sponsor (or its designees) will surrender and forfeit to the Company for no consideration the Forfeited Shares and (ii) the Company shall issue to the Holders a number of shares of Class A common stock equal to the number of Forfeited Shares.
+Added: The Company estimated the aggregate fair value of the 396,500 Class B Ordinary Shares attributable to the Holders to be $372,710 or $0.94 per share.
+Added: The excess of the fair value of the Class B Ordinary Shares was determined to be a cost associated with completing a Business Combination and a capital contribution from a related entity under SAB Topic 5T.
Proposed Business Combination
−Removed: On December 8, 2022, the Company entered in to the Banzai Merger Agreement with Banzai and the Merger Subs.
−Removed: Pursuant to the terms of the Banzai Merger Agreement, the parties thereto will enter into the Banzai Business Combination and the other Banzai Transactions, pursuant to which, among other things, (i) First Merger Sub will merge with and into Banzai, with Banzai surviving as an indirect wholly owned subsidiary of the company, and (ii) immediately after the First Merger, Banzai will merge with and into Second Merger Sub, with the Second Merger Sub surviving as a wholly owned subsidiary of the company.
−Removed: At the closing of the Banzai Transactions, the company will change its name to Banzai International, Inc., and its common stock is expected to be listed on Nasdaq.
−Removed: The Banzai Business Combination is expected to be consummated after the required approval by the stockholders of the company and the satisfaction of certain other conditions described in the Banzai Merger Agreement.
+Added: On December 8, 2022, the Company entered into the Original Merger Agreement with Banzai and the Merger Subs, as amended by the Amendment, dated as of August 4, 2023.
+Added: Pursuant to the terms of the Merger Agreement, the parties thereto will enter into the Banzai Business Combination and the other Transactions, pursuant to which, among other things, (i) First Merger Sub will merge with and into Banzai, with Banzai surviving as an indirect wholly owned subsidiary of the Company, and (ii) immediately after the First Merger, Banzai will merge with and into Second Merger Sub, with the Second Merger Sub surviving as a wholly owned subsidiary of the Company.
+Added: At the closing of the Transactions, the Company will change its name to Banzai International, Inc., and its common stock is expected to be listed on Nasdaq.
+Added: The Banzai Business Combination is expected to be consummated after the required approval by the stockholders of the Company and the satisfaction of certain other conditions described in the Merger Agreement.
Liquidity and Going Concern
−Removed: As of March 31, 2023, the Company had approximately $805,000 of cash in its operating account and a working capital deficit of approximately $3.8 million (excluding the convertible promissory note – related party).
−Removed: During the period ended March 31, 2023 no amounts were withdrawn from the Trust Account.
−Removed: During the year ended December 31, 2022, approximately $1.1 million was withdrawn from the Trust Account to pay tax obligations, and as of March 31, 2023, approximately $297,000 of tax obligations can be withdrawn from the Trust Account.
+Added: As of June 30, 2023, the Company had approximately $593,000 of cash in its operating account and a working capital deficit of approximately $4.3 million (excluding the convertible promissory note – related party).
+Added: During the period ended June 30, 2023 approximately $411,000 was withdrawn from the Trust Account.
+Added: During the year ended December 31, 2022, approximately $1.1 million was withdrawn from the Trust Account to pay tax obligations.
Subsequent to the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.
−Removed: Additionally, during the three months ended March 31, 2023, none of the interest earned on our investments held in the Trust Account was requested and released to us in order to pay our tax obligations.
+Added: Additionally, during the three months ended June 30, 2023, $411,000 of the interest earned on our investments held in the Trust Account was requested and released to us in order to pay our tax obligations.
In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us with Working Capital Loans.
−Removed: As of March 31, 2023 and December 31, 2022, there were no Working Capital Loans outstanding.
+Added: As of June 30, 2023 and December 31, 2022, there were no Working Capital Loans outstanding, as all related party loans were done through the Extension Note referenced below.
On December 21, 2022, we issued the Extension Note to our sponsor, which provides for borrowings from time to time of up to an aggregate of $2,300,000.
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In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the working capital deficit and the mandatory liquidation date and subsequent dissolution raise substantial doubt about our ability to continue as a going concern.
−Removed: If we are unable to complete a Business Combination by June 28, 2023, then we will cease all operations except for the purpose of liquidating.
+Added: If we are unable to complete a Business Combination by December 28, 2023, then we will cease all operations except for the purpose of liquidating.
Management intends to close the business transaction prior to the termination date.
−Removed: No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after June 28, 2023.
+Added: No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after December 28, 2023.
Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide.
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Results of Operations
−Removed: Our entire activity since inception up to March 31, 2023, was in preparation for our formation and the Initial Public Offering.
+Added: Our entire activity since inception up to June 30, 2023, was in preparation for our formation, the Initial Public Offering, and the Business Combination.
We will not be generating any operating revenues until the closing and completion of our initial Business Combination.
−Removed: For the three months ended March 31, 2023, we had a net loss of approximately $807,000, which consisted of approximately $565,000 in loss from the change in fair value of derivative warrant liabilities, approximately $593,000 in general and administrative expenses, approximately $50,000 in franchise tax expense and approximately $136,000 in income tax expenses, offset by approximately $536,123 in gain on investments held in the Trust Account.
−Removed: For the three months ended March 31, 2022, we had net income of approximately $6.7 million, which consisted of approximately $7.0 million in income from the change in fair value of derivative warrant liabilities, and approximately $14,000 in interest gain on investments held in the Trust Account, partly offset by approximately $340,000 in general and administrative expenses and approximately $49,000 in franchise tax expense.
+Added: For the three months ended June 30, 2023, we had a net loss of $734,068, which consisted of approximately $891,000 in general and administrative expenses, $372,710 for non-redemption agreement costs incurred, $50,000 in franchise tax expense and approximately $97,000 in income tax expenses, offset by approximately $484,000 in gain on investments held in the Trust Account, and approximately $189,000 in gain from the change in fair value of derivative warrant liabilities.
+Added: For the six months ended June 30, 2023, we had a net loss of $1,541,273, which consisted of approximately $1,484,000 in general and administrative expenses, $372,710 for non-redemption agreement costs incurred, approximately $377,000 in loss from the change in fair value of derivative warrant liabilities, $100,000 in franchise tax expense, and approximately $233,000 in income tax expenses, offset by approximately $1,020,000 in gain on investments held in the Trust Account.
+Added: For the three months ended June 30, 2022, we had net income of approximately $2.8 million, which consisted of approximately $2.8 million in income from the change in fair value of derivative warrant liabilities and approximately $330,000 in gain on investments held in the Trust Account, partly offset by approximately $234,000 in general and administrative expenses, approximately $65,000 in franchise tax expense and approximately $11,000 in income tax expenses.
+Added: For the six months ended June 30, 2022, we had net income of approximately $9.5 million, which consisted of approximately $9.9 million in income from the change in fair value of derivative warrant liabilities, and approximately $344,000 in gain on investments held in the Trust Account, partly offset by approximately $573,000 in general and administrative expenses, approximately $114,000 in franchise tax expense and approximately $11,000 in income tax expenses.
Contractual Obligations
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Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.
−Removed: Accordingly, as of March 31, 2023 and December 31, 2022, 5,076,777 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of our condensed consolidated balance sheets.
+Added: Accordingly, as of June 30, 2023 and December 31, 2022, 3,329,638 and 5,076,777 shares of Class A common stock subject to possible redemption, respectively are presented as temporary equity, outside of the stockholders’ deficit section of our condensed consolidated balance sheets.
Under ASC 480-10-S99, we have elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.