UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13
OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30,
2023
☐ TRANSITION REPORT PURSUANT TO SECTION 13
OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number: 001-40162
M3-BRIGADE ACQUISITION II CORP.
(Exact name of registrant as specified in its charter)
Delaware | | 86-1359752 |
(State or other jurisdiction of
incorporation or organization) | | (1.R.S. Employer
Identification No.) |
1700 Broadway, 19th Floor
New York, NY 10019
(Address of principal executive offices, including
zip code)
(212) 202-2200
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Units, each consisting of one share of Class A common stock and one-third of one redeemable public warrant | | MBAC.U | | New York Stock Exchange |
Class A common stock, $0.0001 par value per share | | MBAC | | New York Stock Exchange |
Public warrants, each whole public warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | | MBAC.WS | | New York Stock Exchange |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | | Smaller reporting company | ☒ |
| | | Emerging growth company | ☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of November
20, 2023, 4,536,981 shares of the Class A common stock, par value $0.0001 per share, and 10,000,000 shares of the Class B common
stock, par value $0.0001 per share, were issued and outstanding.
M3-BRIGADE ACQUISITION II CORP.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30,
2023
TABLE OF CONTENTS
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements.
M3-BRIGADE ACQUISITION II CORP.
CONDENSED BALANCE SHEETS
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | |
| |
Current assets: | |
| | |
| |
Cash | |
$ | 9,870 | | |
$ | 124,855 | |
Prepaid expenses and other current assets | |
| 2,500 | | |
| — | |
Due from affiliate | |
| 3,220 | | |
| 1,950 | |
Short-term prepaid insurance | |
| 36,202 | | |
| 85,820 | |
Prepaid income taxes | |
| 196,470 | | |
| 358,594 | |
Total current assets | |
| 248,262 | | |
| 571,219 | |
Investment and marketable securities held in trust | |
| 47,762,784 | | |
| 404,097,322 | |
TOTAL ASSETS | |
$ | 48,011,046 | | |
$ | 404,668,541 | |
| |
| | | |
| | |
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accrued expenses | |
$ | 705,434 | | |
$ | 1,015,471 | |
Accrued terminated merger transaction costs | |
| 400,000 | | |
| 400,000 | |
Excise tax payable attributable to redemption of common stock | |
| 3,600,756 | | |
| — | |
Due to affiliates | |
| 506,934 | | |
| 16,212 | |
Total current liabilities | |
| 5,213,124 | | |
| 1,431,683 | |
Warrant liability | |
| 606,667 | | |
| 725,333 | |
Deferred underwriters discount | |
| 14,000,000 | | |
| 14,000,000 | |
Total liabilities | |
| 19,819,791 | | |
| 16,157,016 | |
Commitments | |
| | | |
| | |
| |
| | | |
| | |
Class A Common Stock subject to possible redemption, 4,536,981 and 40,000,000 shares at redemption value as of September 30, 2023 and December 31, 2022, respectively | |
| 47,762,784 | | |
| 404,020,997 | |
| |
| | | |
| | |
Stockholders’ Deficit | |
| | | |
| | |
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
| — | | |
| — | |
Class A common shares, $0.0001 par value; 450,000,000 shares authorized; no shares issued and outstanding (excluding 4,536,981 and 40,000,000 shares subject to possible redemption, respectively) as of September 30, 2023 and December 31, 2022 | |
| — | | |
| — | |
Class B common shares. $0.0001 par value, 50,000,000 shares authorized; 10,000,000 issued and Outstanding as of September 30, 2023 and December 31, 2022 | |
| 1,000 | | |
| 1,000 | |
Additional paid in capital | |
| — | | |
| — | |
Accumulated deficit | |
| (19,572,529 | ) | |
| (15,510,472 | ) |
Total Stockholders’ Deficit | |
| (19,571,529 | ) | |
| (15,509,472 | ) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | |
$ | 48,011,046 | | |
$ | 404,668,541 | |
The accompanying notes are an integral part of
the unaudited condensed financial statements.
M3-BRIGADE ACQUISITION II CORP.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
For the Three Months Ended September 30, | | |
For the Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Formation and operating costs | |
$ | 180,841 | | |
$ | 259,391 | | |
$ | 1,572,822 | | |
$ | 1,386,557 | |
Terminated merger transaction costs (costs waived) | |
| — | | |
| — | | |
| — | | |
| (5,400,000 | ) |
(Loss) Income from operations | |
| (180,841 | ) | |
| (259,391 | ) | |
| (1,572,822 | ) | |
| 4,013,443 | |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | |
Change in fair value of warrant liabilities | |
| (233,334 | ) | |
| 739,327 | | |
| 118,666 | | |
| 25,265,655 | |
Interest earned on marketable securities held in Trust Account | |
| 614,194 | | |
| 1,904,877 | | |
| 5,059,996 | | |
| 2,023,937 | |
Total Other income, net | |
| 380,860 | | |
| 2,644,204 | | |
| 5,178,662 | | |
| 27,289,592 | |
| |
| | | |
| | | |
| | | |
| | |
Income before provision for income taxes | |
| 200,019 | | |
| 2,384,813 | | |
| 3,605,840 | | |
| 31,303,035 | |
Provision for income taxes | |
| (118,481 | ) | |
| (262,867 | ) | |
| (1,031,099 | ) | |
| (262,867 | ) |
Net income | |
$ | 81,538 | | |
$ | 2,121,946 | | |
$ | 2,574,741 | | |
$ | 31,040,168 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | |
| 4,536,981 | | |
| 40,000,000 | | |
| 13,240,359 | | |
| 40,000,000 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net income per share, Class A common stock subject to possible redemption | |
$ | 0.01 | | |
$ | 0.04 | | |
$ | 0.11 | | |
$ | 0.62 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, non-redeemable common stock | |
| 10,000,000 | | |
| 10,000,000 | | |
| 10,000,000 | | |
| 10,000,000 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted net income per share, non-redeemable common stock | |
$ | 0.01 | | |
$ | 0.04 | | |
$ | 0.11 | | |
$ | 0.62 | |
The accompanying notes are an integral part of
the unaudited condensed financial statements.
M3-BRIGADE ACQUISITION II CORP.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’
DEFICIT
(UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 2023
| |
Class A Common Stock Subject to Possible Redemption | | |
Class B Common Shares | | |
Additional Paid-in | | |
Accumulated | | |
Total Stockholder’s | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance – December 31, 2022 | |
| 40,000,000 | | |
$ | 404,020,905 | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | — | | |
$ | (15,510,472 | ) | |
$ | (15,509,472 | ) |
Excess fair value of founders shares over consideration | |
| — | | |
| — | | |
| — | | |
| — | | |
| 781,304 | | |
| — | | |
| 781,304 | |
Contribution - Stockholder non-redemption agreements | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,454,964 | | |
| — | | |
| 4,454,964 | |
Stockholder non-redemption agreements | |
| — | | |
| — | | |
| — | | |
| — | | |
| (4,454,964 | ) | |
| — | | |
| (4,454,964 | ) |
Accretion for Class A common stock to redemption amount | |
| — | | |
| 2,425,356 | | |
| — | | |
| — | | |
| (781,304 | ) | |
| (1,644,052 | ) | |
| (2,425,356 | ) |
Class A Common Shares redeemed | |
| (35,463,019 | ) | |
| (360,075,559 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Excise tax payable attributable to redemption of common stock | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (3,600,756 | ) | |
| (3,600,756 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,181,626 | | |
| 1,181,626 | |
Balance – March 31, 2023 | |
| 4,536,981 | | |
| 46,370,794 | | |
| 10,000,000 | | |
| 1,000 | | |
| — | | |
| (19,573,654 | ) | |
| (19,572,654 | ) |
Accretion for Class A common stock to redemption amount | |
| — | | |
| 777,795 | | |
| — | | |
| — | | |
| — | | |
| (777,795 | ) | |
| (777,795 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,311,577 | | |
| 1,311,577 | |
Balance – June 30, 2023 | |
| 4,536,981 | | |
| 47,148,589 | | |
| 10,000,000 | | |
| 1,000 | | |
| — | | |
| (19,039,872 | ) | |
| (19,038,872 | ) |
Accretion for Class A common stock to redemption amount | |
| — | | |
| 614,195 | | |
| — | | |
| — | | |
| — | | |
| (614,195 | ) | |
| (614,195 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 81,538 | | |
| 81,538 | |
Balance – September 30, 2023 | |
| 4,536,981 | | |
$ | 47,762,784 | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | — | | |
$ | (19,572,529 | ) | |
$ | (19,571,529 | ) |
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 2022
| |
Class A Common Shares Subject to Possible | | |
Class B | | |
Additional | | |
| | |
Total | |
| |
Redemption | | |
Common Shares | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance – December 31, 2021 | |
| 40,000,000 | | |
$ | 400,000,000 | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | — | | |
$ | (45,369,463 | ) | |
$ | (45,368,463 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 24,170,969 | | |
| 24,170,969 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance – March 31, 2022 | |
| 40,000,000 | | |
| 400,000,000 | | |
| 10,000,000 | | |
| 1,000 | | |
| — | | |
| (21,198,494 | ) | |
| (21,197,494 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,747,253 | | |
| 4,747,253 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance – June 30, 2022 | |
| 40,000,000 | | |
| 400,000,000 | | |
| 10,000,000 | | |
| 1,000 | | |
| — | | |
| (16,451,241 | ) | |
| (16,450,241 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Remeasurement to shares subject to possible redemption | |
| — | | |
| 1,421,296 | | |
| — | | |
| — | | |
| — | | |
| (1,421,296 | ) | |
| (1,421,296 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,121,946 | | |
| 2,121,946 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance – September 30, 2022 | |
| 40,000,000 | | |
$ | 401,421,296 | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | — | | |
$ | (15,750,591 | ) | |
$ | (15,749,591 | ) |
The accompanying notes are an integral part of
the unaudited condensed financial statements.
M3-BRIGADE ACQUISITION II CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
For the Nine Months Ended September 30, | |
| |
2023 | | |
2022 | |
Cash Flows from Operating Activities: | |
| | |
| |
Net income | |
$ | 2,574,741 | | |
$ | 31,040,168 | |
Adjustments to reconcile net income to net cash used in operating activities: | |
| | | |
| | |
Interest earned on marketable securities held in Trust Account | |
| (5,059,996 | ) | |
| (2,023,937 | ) |
Change in fair value of warrant liabilities | |
| (118,666 | ) | |
| (25,265,655 | ) |
Terminated merger transaction costs waived | |
| — | | |
| (5,400,000 | ) |
Excess fair value over founders shares consideration | |
| 781,304 | | |
| — | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expense and other assets | |
| (2,500 | ) | |
| (52,762 | ) |
Due from affiliate | |
| (1,270 | ) | |
| — | |
Prepaid income taxes | |
| 162,124 | | |
| 262,867 | |
Prepaid insurance – short term | |
| 49,618 | | |
| 285,612 | |
Prepaid insurance – long term | |
| — | | |
| 85,821 | |
Accrued expenses | |
| (310,037 | ) | |
| 408,785 | |
Accrued terminated merger transaction costs | |
| — | | |
| (117,029 | ) |
Net cash used in operating activities | |
| (1,924,682 | ) | |
| (776,130 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Cash withdrawn for taxes | |
| 1,318,974 | | |
| — | |
Cash withdrawn from Trust Account in connection with redemption | |
| 360,075,560 | | |
| — | |
Net cash provided by investing activities | |
| 361,394,534 | | |
| — | |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Advances from related party | |
| 499,720 | | |
| — | |
Repayment of advances from related party | |
| (8,998 | ) | |
| — | |
Redemption of common stock | |
| (360,075,559 | ) | |
| — | |
Net cash used in financing activities | |
| (359,584,837 | ) | |
| — | |
| |
| | | |
| | |
Net Change in Cash | |
| (114,985 | ) | |
| (776,130 | ) |
Cash – Beginning of period | |
| 124,855 | | |
| 987,254 | |
Cash – End of period | |
$ | 9,870 | | |
$ | 211,124 | |
| |
| | | |
| | |
Supplementary cash flow information: | |
| | | |
| | |
Cash paid for income taxes | |
$ | 868,975 | | |
$ | — | |
| |
| | | |
| | |
Non-Cash investing and financing activities: | |
| | | |
| | |
Terminated merger transaction costs waived | |
$ | — | | |
$ | 5,400,000 | |
Accretion for Class A common stock to redemption amount | |
$ | 3,817,346 | | |
$ | 1,421,296 | |
Excise tax payable attributable to redemption of common stock | |
$ | 3,600,756 | | |
$ | — | |
The accompanying notes are an integral part of
the unaudited condensed financial statements.
M3-BRIGADE ACQUISITION II CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2023
(UNAUDITED)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS AND GOING CONCERN
M3-Brigade Acquisition II Corp. (the “Company”)
is a blank check company incorporated as a Delaware corporation on December 16, 2020. The Company was formed for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(“Business Combination”). On August 16, 2021, the Company entered into an Agreement and Plan of Merger with Syniverse Corporation.
On February 9, 2022, the proposed transaction with Syniverse Corporation was terminated. The Company incurred $6,372,703 of costs in connection
with the terminated merger transaction through December 31, 2021, of which $5,917,029 was unpaid at December 31, 2021. In February 2022,
the Company was notified that accrued merger transaction costs of $5,400,000 had been waived by a vendor. The Company derecognized this
liability during the quarter ended March 31, 2022.
The Company has selected December 31 as its fiscal
year end.
As of September 30, 2023, the Company had not
commenced any operations. All activity for the period from December 16, 2020 (inception) through September 30, 2023 relates to the Company’s
formation and the initial public offering (“IPO”), which is described below, and its activities relating to the sourcing of
an initial Business Combination. The Company believes it will not generate any operating revenue until after the completion of a Business
Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived
from the IPO and unrealized gains and losses on the change in fair value of its warrants.
The Company’s sponsor is M3-Brigade Sponsor
II LP, a Delaware limited liability company (the “Sponsor”).
The registration statement for the Company’s
IPO was declared effective on March 3, 2021 (the “Effective Date”). On March 8, 2021, the Company consummated the IPO of 40,000,000
units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”),
at $10.00 per Unit, generating gross proceeds of $400,000,000, which is discussed in Note 3 and Note 8.
The underwriters had a 45-day option from the
effectiveness date of the IPO (March 3, 2021) to purchase up to an additional 6,000,000 units to cover over-allotments, if any. On April
17, 2021 the underwriters’ over-allotment option expired unexercised (see Note 6).
Simultaneously with the closing of the IPO, the
Company consummated the sale of 7,500,000 Private Placement Warrants (the “Private Warrants”) to the Sponsor at a price of
$1.50 per Private Warrant, generating total gross proceeds of $11,250,000.
Transaction costs of the IPO amounted to $22,706,155
consisting of $8,000,000 of underwriting discount, $14,000,000 of deferred underwriting discount, and $706,155 of other offering costs.
Of the offering costs, $1,265,712 is included in transaction costs on the Statement of Operations and $21,440,443 is included in equity.
Following the closing of the IPO on March 8, 2021,
$400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed
in a Trust Account and was invested in U.S. government securities, within the meaning set forth in Section 2 (a) (16) of the Investment
Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund
meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined
by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay
its franchise and income tax obligations and up to $100,000 of interest to pay dissolution expenses, the proceeds from the IPO and the
sale of the Private Warrants will not be released from the trust account until the earlier of (i) the completion of the Company’s
initial business combination and (ii) the redemption of 100% of the Company’s public shares if the Company is unable to complete
the Company’s initial business combination on or prior to December 8, 2023. The proceeds deposited in the trust account could become
subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO are
intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein,
“Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80%
of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our
signing a definitive agreement in connection with the Company’s initial business combination. Furthermore, there is no assurance
that the Company will be able to successfully consummate a Business Combination.
The Company, after signing a definitive agreement
for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose
in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination,
for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the
consummation of the initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity
to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash
equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement
of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval
of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its
discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would
otherwise require the Company to seek stockholder approval unless a vote is required by stock exchange rules. If the Company seeks stockholder
approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor
of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible
assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related
Business Combination, and instead may search for an alternate Business Combination.
If the Company holds a stockholder vote or there
is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares
for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days
prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of
common stock will be recorded at redemption amount and classified as temporary equity prior to the consummation of such initial Business
Combination, in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.”
The Company initially had until March 8, 2023
to complete its initial Business Combination. If the Company did not complete a Business Combination within this period of time, it was
to (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business
days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest, but
less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following
such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan
of dissolution and liquidation.
On March 7, 2023, the Company’s stockholders
approved an extension to December 8, 2023 of the final date by which the Company was required to consummate its initial business combination.
In connection with such extension and as required by the Company’s charter, each holder of Class A common stock who was not affiliated
with the Company was afforded the opportunity to have the Company redeem their shares of Class A common stock at a per share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to
$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
extinguish each redeeming public stockholder’s rights as a stockholder (including the right to receive further liquidating distributions,
if any), subject to applicable law. The holders of 35,463,019 shares of our Class A common stock elected to have their shares redeemed.
As a result, 4,536,981 shares of the Company’s Class A common stock remain outstanding on March 8, 2023 and the balance in its trust
account has been reduced to $46,066,466 as of such date.
The initial stockholders have entered into letter
agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their initial
shares; however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A
common stock in or after the IPO, they will be entitled to a pro rata share of the Trust Account with respect to such acquired shares
of Class A common stock upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination
within the required time period.
In the event of such redemption, it is possible
that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than
the initial public offering price per Unit in the IPO.
The Company’s Sponsor has agreed that it
will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a
prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in
the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the
date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which
may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to
the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including
liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,
the Company’s Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently
verified whether the Company’s Sponsor has sufficient funds to satisfy its indemnity obligations and the Company’s Sponsor
may not be able to satisfy those obligations. The Company has not asked the Company’s Sponsor to reserve for such eventuality. The
Company believes the likelihood of the Company’s Sponsor having to indemnify the trust account is limited because the Company will
endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any
right, title, interest or claim of any kind in or to monies held in the trust account.
Risks and Uncertainties
Our results of operations and our ability to complete
an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the
financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial
markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines
in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants,
and geopolitical instability, such as the military conflict in Ukraine and the Middle East. We cannot at this time fully predict the likelihood
of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our
ability to complete an initial Business Combination. The financial statement does not include any adjustments that might result from the
outcome of this uncertainty.
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded
foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its
shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased
at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the
fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority
to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any redemption or other repurchase that occurs
after December 31, 2022, in connection with a Business Combination, extension vote, liquidation, or otherwise, may be subject to the excise
tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote
or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection
with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any
“PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business
Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance
from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics
of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand
to complete a Business Combination and in the Company’s ability to complete a Business Combination. It could also result in the
diminution of the amounts available to the holders of Class A common shares upon any redemption.
On March 8, 2023, the Company’s stockholders
redeemed 35,463,019 (Class A) shares for a total of $360,075,559. The Company evaluated the classification and accounting of the stock
redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future
events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent
liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability
of completing a Business Combination as of September 30, 2023 and concluded that it is probable that a contingent liability should be
recorded. As of September 30, 2023, the Company recorded an excise tax payable of $3,600,756 calculated as 1% of the value of shares redeemed.
Liquidity, Capital Resources and Going Concern
The Company’s liquidity needs prior to the
IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares (see Note 6). Approximately $3.2 million of
the proceeds from the sale of the private placement warrants, net of direct expenses, was deposited into an operating bank account to
fund the cost of operations. As of September 30, 2023, the Company had $9,870 in its operating bank account, and had a working capital
deficiency of $4,964,862. The deferred underwriting commissions of $14 million are payable upon the closing of a business combination.
The Company believes it is likely that it will be required to obtain additional funding in order to continue its operations for the next
12 months. If a business combination transaction does not occur, management believes that a substantial portion of such fees will not
be required to be paid or substantially reduced.
Additionally, related parties have paid certain offering
and operating costs as needed. As of September 30, 2023, the Company owed $506,934 to the related parties on account of unreimbursed expenses
incurred in connection with the sourcing of its initial Business Combination and the transactions contemplated by the Merger Agreement.
In order to finance transaction costs in connection
with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and
directors may, but are not obligated to, provide Working Capital Loans to the Company (see Note 6). As of September 30, 2023, there were
no amounts outstanding under any Working Capital Loans.
In connection with the Company’s assessment
of going concern considerations in accordance with FASB’s Accounting Standards Codification Subtopic 205-40, “Presentation
of Financial Statements—Going Concern,” management has determined that if the Company is unable to raise additional funds
to alleviate liquidity needs, obtain approval for an extension of the deadline or complete a Business Combination by December 8, 2023,
then the Company will cease all operations except for the purpose of liquidating. If a Business Combination is not consummated by this
date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management
has determined that the liquidity condition and the mandatory liquidation, should a Business Combination not occur and an extension is
not requested by the Sponsor, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue
as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate
after December 8, 2023.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of
the U.S. Securities and Exchanges Commission (“SEC”). Certain information or footnote disclosures normally included in financial
statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC
for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation
of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial
statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial
position, operating results and cash flows for the periods presented. Operating results for the three and nine months ended September
30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023.
The accompanying unaudited condensed financial
statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual
Report on Form 10-K as of and for the year ended December 31, 2022.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart
our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
may elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed financial
statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial
statements and the reported amounts of income and expenses during the reporting periods.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these
unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results
could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had approximately $9,870 and $124,855
in cash as of September 30, 2023 and December 31, 2022, respectively. The Company had no cash equivalents (other than assets held in the
Trust Account) at September 30, 2023 and December 31, 2022.
Marketable Securities Held in Trust Account
At September 30, 2023 and December 31, 2022, the
assets held in the Trust Account were substantially held in U.S. government securities. Marketable Securities held in the Trust Account
are classified as trading securities.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Corporation limit of $250,000. At September 30, 2023 and December 31, 2022, the Company has not experienced losses
on this account and management believes the Company is not exposed to significant risks on such account.
The Company is exposed to volatility in the banking
market. At various times, we could have deposits with certain U.S. banks in excess of the maximum amounts insured by the U.S. Federal
Deposit Insurance Corporation (“FDIC”). On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the
bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. Shortly thereafter, Signature Bank
also was closed by regulators with the FDIC appointed as receiver. Similarly, First Republic Bank was seized by regulators on May 1, 2023
and sold to JP Morgan Chase. The Company did not hold any deposits with Silicon Valley Bank or Signature Bank as of September 30, 2023,
but it has $9,870 with First Republic Bank as of such date.
Class A Common Stock Subject to Possible
Redemption
The Company accounts for its Class A common stock
subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Conditionally redeemable Class A common stock (including Class A common stock that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’
equity.
The Company’s Class A common stock features
certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain
future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity,
outside of the stockholders’ deficit section of the Company’s balance sheets.
Net Income per Common Share
Net income per common stock is computed by dividing
net income by the weighted average number of shares of common stock outstanding for each of the period. The calculation of diluted income
per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering or (ii) Private
Placement Warrants because the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants
would be anti-dilutive. At September 30, 2023 and 2022, such warrants are exercisable to purchase 13,333,333 and 20,833,333 shares of
Class A common stock in the aggregate following a business combination, respectively.
The Company’s statements of operations include
a presentation of income per share for Class A Common Stock subject to possible redemption in a manner similar to the two-class method
of income per common stock. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued
in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants was contingent
upon the occurrence of future events. As of September 30, 2023 and 2022, the Company had 13,333,333 and 20,833,333 warrants, respectively,
that could, potentially, be exercised or converted into common stock. As a result, diluted income per share is the same as basic income
per share for the periods presented.
The underwriters had a 45-day option from the
effectiveness date of the IPO (March 3, 2021) to purchase up to an additional 6,000,000 units to cover over-allotments, if any. That option
expired without being exercised on April 17, 2021.
Below is a reconciliation of the net income per
common stock:
| |
For the Three Months Ended September 30, | | |
For the Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | |
Basic and diluted net income per common stock | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Numerator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Allocation of net income, as adjusted | |
$ | 25,448 | | |
$ | 56,090 | | |
$ | 1,697,557 | | |
$ | 424,389 | | |
$ | 1,466,866 | | |
$ | 1,107,875 | | |
$ | 24,832,134 | | |
$ | 6,208,034 | |
Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 4,536,981 | | |
| 10,000,000 | | |
| 40,000,000 | | |
| 10,000,000 | | |
| 13,240,359 | | |
| 10,000,000 | | |
| 40,000,000 | | |
| 10,000,000 | |
Basic and diluted net income per common stock | |
$ | 0.01 | | |
$ | 0.01 | | |
$ | 0.04 | | |
$ | 0.04 | | |
$ | 0.11 | | |
$ | 0.11 | | |
$ | 0.62 | | |
$ | 0.62 | |
Offering Costs associated with the Initial
Public Offering
The Company complies with the requirements of
the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A “Expenses of Offering”. Offering costs
consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering.
Offering costs are charged to stockholders’ equity or the Statements of Operations based on the residual method of the Public and
Private Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly offering costs totaling $22,706,155
(consisting of $8,000,000 of underwriting discount, $14,000,000 of deferred underwriting discount, and $706,155 of other offering costs)
were recognized with $1,265,712 allocated to the Public Warrants, Overallotment Option and Private Warrants, included in the Statement
of Operations as a component of Other income (expenses) and $21,440,443 included in temporary equity.
Fair Value of Financial Instruments
The fair value of the Company’s assets and
liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
The fair value of the warrant liabilities are discussed below.
Derivative Financial Instruments
The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic
815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re- valued at each
reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified
in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required
within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument. FASB ASC 470-20, “Debt
with Conversion and Other Options” addresses the allocation of proceeds from the issuance of convertible debt into its equity and
debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants,
using the residual method by allocating IPO proceeds first to fair value of the warrants and then to the Class A common stock.
Fair Value Measurements
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices
for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Income Taxes
The Company accounts for income taxes under ASC
740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected
impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected
future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be
established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2023
and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate
was 59.23% and 11.02% for the three months ended September 30, 2023 and 2022, respectively, 28.60% and 0.84% for the nine months ended
September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months
ended September 30, 2023 and 2022, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.
ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest
and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could
result in significant payments, accruals or material deviation from its position.
The Company has identified the United States as
its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and
compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits
will materially change over the next twelve months.
Recently Adopted Accounting Standards
In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — “Debt with Conversion
and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)”
(“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require
separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception
guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06
amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments.
ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted
beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2022. The adoption of ASU 2020- 06 did not have an
impact on the Company’s unaudited condensed financial statements.
In June 2016, the FASB issued Accounting
Standards Update (“ASU”) 2016-13 — Financial Instruments — Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized
cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on
relevant information about past events, including historical experience, current conditions, and reasonable and supportable
forecasts that affect the collectibility of the reported amount. Since June 2016, the FASB issued clarifying updates to the new
standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning
after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU
2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements.
Management does not believe that any recently
issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed
financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
On March 8, 2021, the Company consummated the
IPO of 40,000,000 units (the “Units”), at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A
common stock, and one-third warrant to purchase one share of Class A common stock. Each warrant will entitle the holder to purchase one
share of Class A common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later
of 30 days after the completion of the initial business combination or 12 months from the closing of the IPO and will expire five years
after the completion of the initial business combination, or earlier upon redemption or liquidation. (See Note 7).
The underwriters were granted a 45-day option
from the effective date of the IPO (March 3, 2021) to purchase up to an additional 6,000,000 units to cover over-allotments. The option
expired unexercised.
Warrants
Each whole warrant entitles the registered holder
to purchase one whole share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed
below, at any time commencing on the later of 12 months from the IPO or 30 days after the completion of the Company’s initial business
combination.
Pursuant to the warrant agreement, a warrant holder
may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised
at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will
trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. The warrants will
expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.
The Company will not be obligated to deliver any
shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless
a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective
and a prospectus relating thereto is current, subject to the Company satisfying the Company’s obligations described below with respect
to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise
of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under
the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant
and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the
event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will
have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.
The Company has agreed that as soon as practicable,
but in no event later than thirty (30) days, after the closing of the Company’s initial business combination, the Company will use
commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares
of Class A common stock issuable upon exercise of the warrants. The Company will use commercially reasonable efforts to cause the same
to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until
the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares
of Class A common stock issuable upon exercise of the warrants is not effective within 90 days after the closing of the Company’s
initial business combination, warrant holders may, under the circumstances specified in the warrant agreement and until such time as there
is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration
statement, exercise warrants on a cashless basis.
Once the warrants become exercisable, the Company
may call the warrants for redemption:
| ● | in
whole and not in part; |
| ● | at
a price of $0.01 per warrant; |
| ● | upon
not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;
and |
| ● | if,
and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within
a 30-trading day period ending on the third trading day prior to the date the Company sends to the notice of redemption to the warrant
holders. |
If and when the warrants become redeemable by
the Company, the Company may exercise the Company’s redemption right even if the Company is unable to register or qualify the underlying
securities for sale under all applicable state securities laws.
The Company has established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise
price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will
be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock
may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price (for whole shares) after the redemption
notice is issued without affecting the right of the Company to consummate such redemption.
If the Company calls the warrants for redemption
as described above, the Company’s management will have the option to require any holder that wishes to exercise his, her or its
warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless
basis,” the Company’s management will consider, among other factors, the Company’s cash position, the number of warrants
that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A common
stock issuable upon the exercise of the Company’s warrants. If the Company’s management takes advantage of this option, all
holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal
to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied
by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market
value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company’s
management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of
shares of Class A common stock to be received upon exercise of the warrants, including the “fair market value” in such case.
Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a
warrant redemption. We believe this feature is an attractive option to the Company if the Company does not need the cash from the exercise
of the warrants after the Company’s initial business combination. If the Company calls the Company’s warrants for redemption
and the Company’s management does not take advantage of this option, the Company’s sponsor and its permitted transferees would
still be entitled to exercise their private placement warrants contained in the private placement warrants for cash or on a cashless basis
using the same formula described above that other warrant holders would have been required to use had all warrant holders been required
to exercise their warrants on a cashless basis, as described in more detail below.
A holder of a warrant may notify the Company in
writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant to the
extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s
actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A common
stock outstanding immediately after giving effect to such exercise.
If the number of outstanding shares of Class A
common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split- up of shares of Class A common
stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class
A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Class
A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a
price less than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product
of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for Class A common stock) multiplied by (ii) one (1) minus the quotient
of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes
(i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable
for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A common stock as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade
on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if the Company, at any time while
the warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to the holders
of Class A common stock on account of such shares of Class A common stock (or other shares of the Company’s capital stock into which
the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends of which are dividends up to $0.50
per share per year, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial
business combination, (d) as a result of the repurchase of shares of Class A common stock by the company if the proposed initial business
combination is presented to the stockholders of the Company for approval, or (e) in connection with the redemption of the Company’s
public shares upon the Company’s failure to complete the Company’s initial business combination, then the warrant exercise
price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value
of any securities or other assets paid on each share of Class A common stock in respect of such event. No other adjustments will be required
to be made including for issuing Class A common stock at below market price and/or exercise price. If the number of outstanding shares
of the Company’s Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares
of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion to
such decrease in outstanding shares of Class A common stock.
Whenever the number of shares of Class A common
stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying
the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares
of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of
which will be the number of shares of Class A common stock so purchasable immediately thereafter.
In addition, if (x) the Company issues additional
shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s
initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or
effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to
the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or such
affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s
initial business combination on the date of the consummation of the Company’s initial business combination (net of redemptions),
and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting
on the trading day prior to the day on which the Company consummates the Company’s initial business combination (such price, the
“Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be
equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described
above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
In case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or any that solely affects the par value of such shares
of Class A common stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is are the continuing corporation and that does not result in any reclassification or reorganization
of the Company’s outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or
entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company
is dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the warrants and in lieu of the shares of the Company’s Class A common stock immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to
such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other
assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant
will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation
or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders
(other than a tender, exchange or redemption offer made by the company in connection with redemption rights held by stockholders of the
company as provided for in the company’s amended and restated certificate of incorporation or as a result of the repurchase of shares
of Class A common stock by the company if a proposed initial business combination is presented to the stockholders of the company for
approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of
any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate
or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such
affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding
shares of Class A common stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property
to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to the
expiration of such tender or exchange offer, accepted such offer and all of the Class A common stock held by such holder had been purchased
pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as
nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration
receivable by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be
so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant
within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant
agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant.
The warrants will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake,
including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement
set forth in this prospectus, or to correct any defective provision, but requires the approval by the holders of at least 50% of the then
outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. A change
affecting the terms of the private placement warrants will require the approval of holders of at least 50% of the private placement warrants.
The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant
holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants
and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder
will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Warrants may be exercised only for a whole number
of shares of Class A common stock. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants,
a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole
number the number of shares of Class A common stock to be issued to the warrant holder. As a result, warrant holders not purchasing an
even number of warrants must sell any odd number of warrants in order to obtain full value from the fractional interest that will not
be issued.
The private placement warrants (including
the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable
until 30 days after the completion of the Company’s initial business combination (except, among other limited exceptions as
described under “Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants,” to the
Company’s officers and directors and other persons or entities affiliated with the sponsor) and they will not be redeemable by
the Company so long as they are held by the sponsor or its permitted transferees. Otherwise, the private placement warrants have
terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO. If the private
placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be
redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the
IPO.
If holders of the private placement warrants elect
to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares
of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined
below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class
A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent
to the warrant agent. The reason that the Company has agreed that these warrants will be exercisable on a cashless basis so long as they
are held by the Company’s sponsor and permitted transferees is because it is not known at this time whether they will be affiliated
with the Company following a business combination. If they remain affiliated with the Company, their ability to sell the Company’s
securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling the
Company’s securities except during specific periods of time. Even during such periods of time when insiders will be permitted to
sell the Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of material
non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of Class A common
stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly
restricted from selling such securities. As a result, The Company believes that allowing the holders to exercise such warrants on a cashless
basis is appropriate.
In order to finance transaction costs in connection
with an intended initial business combination, the Company’s sponsor or an affiliate of the Company’s sponsor or certain of
the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes
the Company’s initial business combination, the Company would repay such loaned amounts out of the proceeds of the trust account
released to the Company. In the event that the Company’s initial business combination does not close, the Company may use a portion
of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the Company’s trust account
would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant
at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability
and exercise period. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist
with respect to such loans.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the IPO, the
Sponsor and the Representatives purchased an aggregate of 7,500,000 Private Warrants at a purchase price of $1.50 per Private Unit, generating
gross proceeds to the Company of $11,250,000. Except to the extent described in Note 3 above, the Private Warrants (and the underlying
securities) are identical to the Warrants sold as part of the Units in the IPO. At the issuance date of March 8, 2021, the fair value
of the Private Warrants was determined to be $11,779,653; $529,653 in excess of the $11,250,000 received by the Company. This excess fair
value of $529,653 is recognized as an expense in the statement of operations for the period ended March 31, 2021. As described in Note
5, the private placement warrants were permanently surrendered by the Sponsor, and the Sponsor relinquished all rights in such warrants,
with no consideration being provided to the Sponsor in exchange thereof on December 31, 2022.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On December 31, 2020, the Sponsor purchased 7,187,500
shares of Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.003 per share. On February 11, 2021,
the Company effected a stock split, by means of issuing an additional 1,437,500 founder shares, paid out of the Company’s share
premium account and accordingly credited as fully paid, to the Company’s sponsor, resulting in 8,625,000 founder shares issued and
outstanding. On February 19, 2021, the Company effected a further stock split, by means of issuing an additional 2,875,000 founder shares,
paid out of the Company’s share premium account and accordingly credited as fully paid, to the Company’s sponsor, resulting
in 11,500,000 founder shares issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the
stock splits (see Note 8). The Founder Shares are identical to the Class A common stock included in the Units sold in the IPO except that
the Founder Shares are subject to certain transfer restrictions, as described in more detail below. Each Founder Share is automatically
convertible to a share of Class A common stock on a one-for-one basis at the time of the Company’s initial business combination.
The Sponsor had agreed to forfeit up to 1,500,000 Founder Shares to the extent that the over-allotment option was not exercised in full
by the underwriters. Because the underwriter did not exercise its option, the forfeiture was enacted in 2021.
The Company’s initial stockholders have
agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s
initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the last sale price of the
Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial
Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction
after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares
of common stock for cash, securities or other property (the “Lock Up Period”).
Due to Related Party
The amount due to related parties prior to the
closing of the IPO of $128,628 for the payment of certain offering costs and taxes was repaid on March 16, 2021.
From time to time, related parties of the Company
incur expenses such as travel and other expenses in connection with the sourcing of its initial business combination. During the year
ended December 2022, a total of $3,722 of expenses were paid on behalf of the Company by a related party. During the three and nine months
ended September 30, 2023, the Company reimbursed approximately $8,998 that was incurred by related parties and a total of $127,391 of
expenses were paid on behalf of the Company by a related party. As of September 30, 2023 and December 31, 2022, the Company owed approximately
$506,934 and $16,212 to related parties on account of reimbursable expenses incurred in connection with the sourcing of its initial business
combination.
Due from Related Party
During the period ended September 30, 2023 and
December 31, 2022, the Company remitted $3,220 and $1,950 of payments for expenses on behalf of a related party, respectively. As of September
30, 2023 and December 31, 2022, the Company was owed $3,220 and $1,950, respectively by a related party for expenses incurred by the related
party and paid by the Company.
Consulting Services and Share Purchase Agreement
On February 13, 2023, the Sponsor entered into a Consulting
Services and Shares Purchase Agreement with a Consultant, pursuant to which the Consultant has committed to provide consulting, advisory
and related services to the Sponsor and to the Company. In return for such services, the Consultant entered into an agreement to acquire
200,000 Class B Founders Shares from the Sponsor for a purchase price of $695.60, with such acquisition to occur at the time of consummation
of the Business Combination. In addition, the Sponsor agreed to compensate the consultant with a payment of $125,000 if the deadline for
the Company to consummate a Business Combination is extended from March 8, 2023 to December 8, 2023 or a date thereafter. On March 7,
2023, the deadline to consummate a Business Combination was extended to December 8, 2023. The Company estimated the aggregate fair value
of the 200,000 founders shares to be issued to be $782,000 or $3.91 per share. The excess of the fair value of the founder shares over
the purchase price consideration agreed with the Consultant, which amounted to $781,304, was determined to be an expense to the Company.
Non-redemption Agreements
On February 24, 2023 and March 2, 2023, the Company
and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with a total of various funds managed
by investment management firms who are unaffiliated with the Company. Pursuant to the Non-Redemption Agreements, such funds agreed
not to redeem an aggregate of 4,452,653 shares of the Company’s Class A common stock in connection with the special meeting of the
stockholders called by the Company (the “Special Meeting”) to consider and approve an extension of time for the Company to
consummate an initial business combination (the “Extension Proposal”) from March 8, 2023 to December 8, 2023 (the “Extension”).
In exchange for the foregoing commitments not to redeem such shares of Class A common stock, the Sponsor agreed to transfer to such funds
an aggregate of 1,113,161 shares of the Company’s Class B common stock if they continued to hold such Non-Redeemed Shares through
the Special Meeting. Pursuant to the Underwriting Agreement, dated as of March 3, 2021, by and between the Company and Cantor Fitzgerald
& Co. (“Cantor Fitzgerald”), which was filed as Exhibit 1.1 to the Company’s Form 8-K filed with the Securities
and Exchange Commission on March 9, 2021, Cantor Fitzgerald consented in writing to the transfers of the Company’s Class B common
stock contemplated by the Non-Redemption Agreements. On March 13, 2023, a total of 1,113,161 shares of class B common stock were transferred
pursuant to the terms of the Non-Redemption Agreements. The Company estimated the aggregate fair value of the 1,113,161 founders shares
attributable to the Non-Redeeming Stockholders to be $4,454,964 or $4.00 per share. The excess of the fair value of the founder shares
was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A.
Accordingly, in substance, it was recognized by
the Company as a capital contribution by the Sponsor to induce these holders of the Class A shares not to redeem, with a corresponding
charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.
Reimbursement to Management and Employees
During the period ended September 30, 2023 and
December 31, 2022, the Company did not reimburse any employee on an individual basis for expenses incurred. All reimbursement of expenses
made on behalf of the SPAC are made to the affiliated Companies of the seconded employees that incurred the expenses. These expenses are
disclosed above.
Working Capital Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a
Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.
Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination
does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans
but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans
may be convertible into warrants at a price of $1.50 per warrant agreement per warrant at the option of the lender. The warrants would
be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. At September 30, 2023
and December 31, 2022, no Working Capital Loans were outstanding.
Abandonment of Interest in Private Placement
Warrants
On December 30, 2022, the Company received notice
from the Sponsor that the Sponsor has determined to irrevocably and unconditionally abandon its interest in the 7,500,000 private placement
warrants held by it (the “Private Warrants”) and permanently surrender and relinquish all rights in such warrants, with no
consideration being provided to the Sponsor in exchange therefor. In light of this determination by the Sponsor, the Private Warrants
were cancelled and retired. During the period ended December 31, 2022, a total of $450,708 was recorded in the statement of stockholders
deficit as a result of the retirement of the Private warrants.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the founder shares and any warrants
that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the private placement
warrants and warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to
a registration and stockholder rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities
are entitled to make up to three demands, excluding short form demands, that the Company register such securities.
In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s
initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities
Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
On March 8, 2021, the underwriters were paid a
cash underwriting discount of 2% of the gross proceeds of the IPO, or $8,000,000. The underwriters are entitled to a deferred fee of $0.35
per Unit, or $14,000,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust
Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The
underwriters had a 45-day option from the date of the IPO to purchase up to an additional 6,000,000 units to cover over-allotments, which
expired unexercised.
Transaction-Related Fees
In connection with the now-terminated merger agreement
with Syniverse Corporation, the Company entered into agreements with certain professional service advisors in which approximately $11
million of fees in the aggregate would have been payable upon consummation of such merger agreement. These fees include a contractual
and contingent component. As a result of the termination of the merger agreement on February 9, 2022, such fees will not be payable and
the contractual component was derecognized during the quarter ended March 31, 2022.
Asserted and Unasserted Claims
On October 15, 2021, Adam Snitkoff, a purported
stockholder of the Company, filed a complaint in the Supreme Court of the State of New York (the “Snitkoff Litigation”), naming
the Company, Syniverse and the directors of the Company as defendants. The complaint alleged claims for fraudulent and negligent misrepresentation
and concealment in connection with allegedly false and misleading statements and omissions in the Company’s proxy statement concerning
the proposed Business Combination. The complaint sought, among other things, injunctive relief and compensatory damages.
In addition, the Company received letters from
certain purported shareholders or representatives thereof (the “Demand Letters”) demanding that changes be made to the disclosures
contained in the Company’s proxy statement, which demands were, in the aggregate, substantially similar to the claims made in the
Snitkoff Litigation. No litigation was commenced or threatened with respect to those letters.
The Snitkoff Litigation was terminated pursuant
to Notice of Voluntary Discontinuance with Prejudice on February 4, 2022 and the termination of the merger agreement with Syniverse rendered
the claims in the Snitkoff Litigation and the Demand Letters moot. In the opinion of the Company, the claims asserted in the Snikoff
Litigation and the Demand Letters will not have a material adverse effect on our financial position, results of operations or the cash
flow.
In March 2023, a vendor of the Company filed a
lawsuit against a related party of the Company to recover unpaid invoices in the amount of approximately $112,500 that are purportedly
owing by that related party. Because the amounts claimed relate to services purportedly provided to the Company, and not to such related
party, they are reflected in the Company’s accounts payable and accrued expenses. The vendor discontinued the lawsuit without prejudice
on September 22, 2023.
Termination of Proposed Transaction
On February 9, 2022, the proposed transaction
with Syniverse Corporation was terminated. The Company was able to negotiate a reduction of substantial portion of professional fees incurred
in connection with the proposed transaction which are recorded in the accounts of the Company at December 31, 2022.
NOTE 7. CLASS A COMMON STOCK SUBJECT TO POSSIBLE
REDEMPTION
At September 30, 2023 and December 31, 2022, Class
A common stock subject to possible redemption is classified as a liability instrument and is measured at fair value. A summary of the
activity in the account is summarized as follows:
Proceeds at issuance date (March 8, 2021) | |
$ | 400,000,000 | |
Less: | |
| | |
Proceeds allocated to public warrants | |
| (20,553,964 | ) |
Class A common stock issuance cost | |
| (21,440,443 | ) |
Fair value overallotment option | |
| (1,406,950 | ) |
Add: | |
| | |
Remeasurement of the carrying value to redemption value | |
| 47,422,354 | |
Class A common shares subject to redemption, December 31, 2022 | |
$ | 404,020,997 | |
Less: | |
| | |
Redemption | |
| (360,075,559 | ) |
Add: | |
| | |
Remeasurement of the carrying value to redemption value | |
| 3,817,346 | |
Class A common shares subject to redemption, September 30, 2023 | |
$ | 47,762,784 | |
NOTE 8. STOCKHOLDERS’ DEFICIT
Preferred Stock — The Company
is authorized to issue a total of 1,000,000 shares of preferred stock at par value of $0.0001 each. At September 30, 2023 and December
31, 2022, there were no preferred shares issued or outstanding.
Class A common stock — The
Company is authorized to issue a total of 450,000,000 shares of Class A common stock at par value of $0.0001 each. As of September 30,
2023 and December 31, 2022, 4,536,981 and 40,000,000 shares of Class A common stock subject to possible redemption issued and outstanding,
respectively.
Class B common stock — The
Company is authorized to issue a total of 50,000,000 shares of Class B common stock at par value of $0.0001 each. On December 31, 2020,
the Sponsor purchased 7,187,500 shares of Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.003
per share. On February 11, 2021, the Company effected a stock split, by means of issuing an additional 1,437,500 founder shares, paid
out of the Company’s share premium account and accordingly credited as fully paid, to the Company’s sponsor, resulting in
8,625,000 founder shares issued and outstanding. On February 19, 2021, the Company effected a further stock split, by means of issuing
an additional 2,875,000 founder shares, paid out of the Company’s share premium account and accordingly credited as fully paid,
to the Company’s sponsor, resulting in 11,500,000 founder shares issued and outstanding. All shares and associated amounts have
been retroactively restated to reflect the stock splits (see Note 5). This number includes 1,500,000 shares of Class B common stock which
were forfeited because the over-allotment option was not exercised by the underwriters (See Note 5). At September 30, 2023 and December
31, 2022, there were 10,000,000 shares issued and outstanding.
The Company’s initial stockholders have
agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s
initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the last sale price of the
Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial
Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction
after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares
of common stock for cash, securities or other property (the “Lock Up Period”).
The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis (subject to adjustment
for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein.
In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the
amounts sold in the IPO and related to the closing of the business combination, the ratio at which shares of Class B common stock shall
convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common
stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common
stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the
sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and
equity-linked securities issued or deemed issued in connection with the business combination.
With respect to any other matter submitted to
a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders
of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one
vote.
NOTE 9. RECURRING FAIR VALUE MEASUREMENTS
Investment Held in Trust Account
As of September 30, 2023 and December 31, 2022,
investment securities in the Company’s Trust Account consisted of U.S. government securities in the amount of $47,762,784 and $404,097,322,
respectively. Since all of the Company’s permitted investments consist of treasury securities, fair values of its investments are
determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.
Warrant Liability
At September 30, 2023 and December 31, 2022, there
were 13,333,333 public warrants for the purchase of Class A shares at $11.50 per share, respectively. At September 30, 2023 and December
31, 2022, the Company’s warrant liabilities were valued at $606,667 and $725,333, respectively. Under the guidance in ASC 815-40
the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value.
This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted
to fair value, with the change in fair value recognized in the Company’s statements of operations.
Overallotment Option
Upon completion the IPO, the underwriters held
an overallotment option which expired 45 days later. The overallotment option represents a financials instrument which was recognized
at fair value as a liability instrument at inception. The principal assumptions going into the fair value computation were as follows:
Term – 45 days; Unit price $10.00, risk free rate 0.04%, volatility 16.7%. Upon expiration, the change in fair value to zero was
recognized in the Company’s statement of operations.
Recurring Fair Value Measurements
The Company’s investments consist of U.S.
government securities or mutual funds that invest primarily in U.S. government securities. Fair values of these investments are determined
by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability (including
Public Warrants prior to trading separately on April 26, 2021) is based on a valuation model utilizing management judgment and pricing
inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations
from these estimates and inputs could result in a material change in fair value. The fair value of the private warrant liability is classified
within Level 3 of the fair value hierarchy. The Public Warrants were transferred to Level 1 for the period ending December 31, 2021.
The following table presents fair value information
as of September 30, 2023 and December 31, 2022 of the Company’s financial assets and liabilities that were accounted for at fair
value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair
value.
September 30, 2023
| |
Carrying Value | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Assets: | |
| | |
| | |
| | |
| |
Investments held in Trust Account - U.S. Treasury Securities | |
| | |
| | |
| | |
| |
U.S. Treasury Securities | |
$ | 47,762,784 | | |
$ | 47,762,784 | | |
| — | | |
| — | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Private Placement Warrants | |
| — | | |
| — | | |
| — | | |
| — | |
Public Warrants | |
| 606,667 | | |
| 606,667 | | |
| — | | |
| — | |
December 31, 2022
| |
Carrying Value | | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | |
Assets: | |
| | |
| | |
| | |
| |
Investments held in Trust Account - U.S. Treasury Securities | |
| | |
| | |
| | |
| |
U.S. Treasury Securities | |
$ | 404,097,322 | | |
$ | 404,097,322 | | |
| — | | |
| — | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Private Placement Warrants | |
| — | | |
| — | | |
| — | | |
| — | |
Public Warrants | |
| 725,333 | | |
| 725,333 | | |
| — | | |
| — | |
Measurement
The Company established the initial fair value
for the Warrants as of March 8, 2021, which was the date of the consummation of the Company’s IPO, and on December 31, 2022. For
the initial periods, neither the Public Warrants nor the Private Warrants were separately traded on an open market, but the Public Warrants
did commence separate trading as of April 26, 2021. As such, the Company used a Monte Carlo simulation model to value the Warrants for
the initial periods and valued the Public Warrants based upon market values for the December 31, 2021 remeasurement. The Company allocated
the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-third of one Public
Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B common stock, first to the Warrants based on their fair
values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption
(temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values
at the initial measurement date. The Warrants were classified within Level 3 of the fair value hierarchy at the initial measurement dates
due to the use of unobservable inputs. The aggregate fair value of the Public Warrants, which amounted to $20,553,963 at the closing date
of the IPO, was transferred to Level 1 following the detachment of the warrants for separate trading and at which time quoted prices existed
in active markets. There were no Private Warrants outstanding at September 30, 2023. The key inputs into the Monte Carlo simulation model
for the Warrants were as follows at December 31, 2022 for the private warrants:
| |
December 31, 2022 | |
Risk-free interest rate | |
| 4.63 | % |
Expected term (years) | |
| 1.30 | |
Expected volatility | |
| 6.3 | % |
Exercise price | |
$ | 11.50 | |
Probability of completing a business combination | |
| 15 | % |
Dividend yield | |
| 0 | |
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated events and transactions
that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this
review, the Company did not identify any events that would have required adjustment to or disclosure in the unaudited condensed financial
statements.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
References in this report (the “Quarterly
Report”) to “we,” “us” or the “Company” refer to M3-Brigade Acquisition II Corp. The following
discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements that involve risks and uncertainties.
Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes
forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual
results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance
or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by
terminology such as “may,” “should,” “could,” “would,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “continue,”
or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but
are not limited to, those described in our other SEC filings.
Overview
We are a blank check company formed under the
laws of the State of Delaware on December 16, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination
using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or
a combination of cash, stock and debt.
We expect to continue to incur significant costs
in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Recent Developments
Our amended and restated certificate of incorporation
initially provided that we had until March 8, 2023 to consummate our initial business combination. On March 7, 2023, we obtained an extension
of that expiry date to December 8, 2023. In connection with such extension and as required by the Company’s charter, each holder
of Class A common stock who was not affiliated with the Company was afforded the opportunity to cause the Company to redeem such holder’s
shares of Class A common stock at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest (net of permitted withdrawals and 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 liquidating distributions, if any), subject to applicable law. The holders of 35,463,019 shares of our Class
A common stock elected to have their shares redeemed. As a result, 4,536,981 shares of our Class A common stock remain outstanding on
March 8, 2023 and the balance in our trust account has been reduced to $46,066,466 as of such date.
Results of Operations
We have not generated any revenues to date. Our
only activities from December 16, 2020 (inception) through September 30, 2023 were organizational activities, those necessary to prepare
for the Initial Public Offering, described below, and the search for a target company for a Business Combination (including our proposed
business combination with Syniverse Corporation which was terminated by mutual agreement of the parties on February 9, 2022). We do not
expect to generate any revenues until after the completion of our Business Combination. We expect to generate non-operating income in
the form of interest income on marketable securities held after the Initial Public Offering. We incur expenses as a result of being a
public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses and expenses
relating to the sourcing and consummation our initial business combination.
For the three months ended September 30, 2023,
we had a net income of $81,538, which consists of interest earned on investments of $614,194, offset by formation and operating costs
of $180,841, provision for income taxes of $118,481 and change in fair value of warrant liabilities of $233,334.
For the nine months ended September 30, 2023,
we had a net income of $2,574,741, which consists of interest earned on investments of $5,059,996 and change in fair value of warrant
liabilities of $118,666, offset by formation and operating costs of $1,572,822 and provision for income taxes of $1,031,099.
For the three months ended September 30, 2022,
we had a net income of $2,121,946, which consists of change in fair value of warrant liabilities of $739,327 and unrealized gain on investments
of $1,904,877, offset by formation and operating costs of $ $259,391 and provision for income taxes of $262,867.
For the nine months ended September 30, 2022,
we had a net income of $31,040,168, which consists of which consists of change in fair value of warrant liabilities of $25,265,655, unrealized
gain on investments of $2,023,937 and costs waived for the terminated business combination of $5,400,000, offset by formation and operating
costs of $1,386,557 and provision for income taxes of $262,867.
Through September 30, 2023, our efforts have been
limited to organizational activities, activities relating to identifying and evaluating prospective acquisition candidates (including
activities relating to the terminated merger agreement with Syniverse Corporation) and activities relating to general corporate matters.
We have not generated any revenues from operations, other than interest income on the proceeds held in the Trust Account. As of September
30, 2023 and December 31, 2022, $47,762,784 and $404,097,322 was held in the Trust Account, respectively. We had cash outside of trust
of $9,870 and $124,855 at September 30, 2023 and December 31, 2022, respectively and we had $5,213,124 and $1,431,683 of accounts payable
and accrued expenses as of September 30, 2023 and December 31, 2022. Approximately $400,000 of such liabilities at September 30, 2023
and December 31, 2022 relate to the terminated business combination, of which $5,400,000 of the December 31, 2021 balance was waived by
the vendor in February 2022.
Except for the withdrawal of interest to pay our
taxes and up to $100,000 to pay dissolution expenses, if any, our amended and restated certificate of incorporation (the “Charter”)
provides that none of the funds held in trust will be released from the Trust Account until the earliest of (i) the completion of an initial
business combination; (ii) the redemption of any of the shares of Class A common stock included in the units sold in the Public Offering
(the “Units”) properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing
of the Company’s obligation to redeem 100% of the common stock included in the Units being sold in the Public Offering if the Company
does not complete an initial business combination within 24 months from the closing of the Public Offering or with respect to any other
material provisions relating to stockholders’ rights or pre-initial business combination activity or (iii) the redemption of 100%
of the shares of Class A common stock included in the Units sold in the Public Offering if we are unable to complete a business combination
within such 24-month period. On March 7, 2023, the Company’s stockholders approved an extension to December 8, 2023 of the final
date by which the Company was required to consummate its initial business combination. In connection with such extension and as required
by the Company’s charter, each holder of Class A common stock who was not affiliated with the Company was afforded the opportunity
to have the Company redeem their shares of Class A common stock at a per share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption completely extinguished each redeeming public stockholder’s
rights as a stockholder (including the right to receive further liquidating distributions, if any), subject to applicable law. As a result,
$360,075,559 of trust proceeds was withdrawn to pay the redemption price for the 35,463,019 shares of Class A common stock that was redeemed
by the Company’s stockholders. During the three and nine months ended September 30, 2023, we also have withdrawn $1,318,974 from
interest earned on the trust proceeds. Other than the deferred underwriting discounts and commissions, no amounts are payable to the underwriters
of the Public Offering in the event of a business combination.
Liquidity and Capital Resources
On March 8, 2021, we consummated the Initial Public
Offering of 40,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $400,000,000. Simultaneously with the closing
of the Initial Public Offering, we consummated the sale of 7,500,000 Private Placement Warrants at a price of $1.50 per Private Placement
Warrant in a private placement to our Sponsor, generating gross proceeds of $11,250,000. On April 19, 2021, the overallotment option provided
to our underwriter expired without being exercised.
Following the Initial Public Offering, a total
of $400,000,000 was placed in the Trust Account and we had $1,530,000 of cash held outside of the Trust Account, after payment of costs
related to the Initial Public Offering, and available for working capital purposes. We incurred $22,706,154 in transaction costs, including
$8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $706,154 of other offering costs.
For the nine months ended September 30, 2023,
cash used in operating activities was $1,924,682. Net income of $2,574,741 was primarily comprised of change in fair value of warrant
liability of $118,666 and interest earned on marketable securities held in Trust Account of $5,059,996. Changes in operating assets and
liabilities provided $679,239 of cash for operating activities.
For the nine months ended September 30, 2022 cash
used in operating activities was $776,130. Net income of $31,040,168 was primarily comprised of change in fair value of warrant liability
of $25,265,655, unrealized gain on marketable securities held in Trust Account of $2,023,937 and accrued terminated merger transaction
costs waived of $5,400,000. Changes in operating assets and liabilities provided $873,294 of cash for operating activities.
In February of 2022, a vendor waived payment of
$5,400,000 of the accrued transaction costs. This reversal is included in the statement of operations.
On March 7, 2023, the Company’s stockholders
approved an extension to December 8, 2023 of the final date by which the Company was required to consummate its initial business combination.
In connection with such extension and as required by the Company’s charter, we redeemed the Class A common stock of each holder
thereof who was not affiliated with the Company and elected to have its holdings so redeemed. As a result, 4,536,981 shares of the Company’s
Class A common stock remain outstanding on March 8, 2023 and the balance in its trust account was reduced to $46,066,466 as of such date.
As of September 30, 2023, we had cash and marketable
securities held in the Trust Account of approximately $47,762,784. We intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account to complete our Business Combination. We may withdraw interest
to pay franchise and income taxes. During the period ended September 30, 2023, we withdrew $362,659,535 interest earned on the Trust Account
to pay tax obligations and to pay the redemption. To the extent that our capital stock or debt is used, in whole or in part, as consideration
to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the
operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of September 30, 2023, we had cash of $9,870
outside of the Trust Account of which $0 represents amount withdrawn from Trust for tax purposes. The Company believes it is likely that
it will be required to obtain additional funding in order to continue its operations for the next 12 months. If a business combination
transaction does not occur, management believes that a substantial portion of such fees will not be required to be paid or will be substantially
reduced.
Additionally, related parties have paid certain
offering and operating costs as needed. As of September 30, 2023, the Company owed $381,934 to the related parties on account of unreimbursed
expenses incurred in connection with the sourcing of its initial Business Combination and the transactions contemplated by the Merger
Agreement.
We intend to use the funds held outside the Trust
Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel
to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate
documents and material agreements of prospective target businesses, structure, negotiate, and complete a Business Combination.
In order to fund working capital deficiencies
or finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or our officers and
directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such
loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the
trust account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of
such loans may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical
to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our
officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. The loans would be
repaid upon consummation of a Business Combination, without interest.
Further, our sponsor, officers and directors or
their respective affiliates may, but are not obligated to, loan us funds as may be required (the “Working Capital Loans”).
If we complete a business combination, we would repay the Working Capital Loans. In the event that a business combination does not close,
we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust
Account would be used to repay the Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes. The notes
would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, converted
upon consummation of a business combination into additional Private Warrants at a price of $1.50 per Private Warrant. As of September
30, 2023 and December 31, 2022, no Working Capital Loans have been issued.
Going Concern
As a result of the expenses incurred in connection
with the proposed transaction with Syniverse Corporation prior to its termination and other operating expenses, we anticipate that we
may need to raise additional funds in order to meet the expenditures required for operating our business, pay our existing liabilities
and pay for the costs of identifying a target business, undertaking in depth due diligence and negotiation a Business Combination. Additionally,
we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant
number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt
in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing
simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not
have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our
Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
In connection with the Company’s assessment
of going concern considerations in accordance with FASB’s Accounting Standards Codification Subtopic 205-40, “Presentation
of Financial Statements—Going Concern,” management has determined that if the Company is unable to raise additional funds
to alleviate liquidity needs, obtain approval for an extension of the deadline or complete a Business Combination by December 8, 2023,
then the Company will cease all operations except for the purpose of liquidating. The Company intends to complete a Business Combination
before the mandatory liquidation date or obtain approval for an extension, however, it is uncertain whether the Company will be able to
do so. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory
liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and the mandatory liquidation,
should a Business Combination not occur and an extension is not requested by the Sponsor, and potential subsequent dissolution raises
substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts
of assets or liabilities should the Company be required to liquidate after December 8, 2023.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of September 30, 2023. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities.
The underwriters are entitled to a deferred fee
of $0.35 per Unit issued at our initial public offering, or $14,000,000 in the aggregate. The deferred fee will be waived by the
underwriters in the event that we do not complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of unaudited condensed financial
statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets
and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual
results could materially differ from those estimates. We have identified the following critical accounting policies:
Class A Common Stock Subject to Possible
Redemption
We account for our shares of Class A common stock
subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument
and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are
either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control)
is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features
certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly,
the Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section
of our balance sheets.
Net Income per Common Share
Our Company’s statement of operations includes
a presentation of income per share for common shares subject to possible redemption in a manner similar to the two-class method of income
per share. Net income per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the
proportionate share of income on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the
weighted average number of Common stock subject to possible redemption outstanding since original issuance.
Net income per share, basic and diluted, for non-redeemable
common stock is calculated by dividing the net income, adjusted for income on marketable securities attributable to Common stock subject
to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.
Non-redeemable common stock includes Founder Shares
and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates
in the income on marketable securities based on non-redeemable shares’ proportionate interest.
Warrant Liabilities
The Company’s Warrants meet the definition
of a derivative and are recorded as derivative liabilities on the Balance Sheet and measured at fair value. At each reporting date, changes
in the fair value are recognized in the statement of operations in the period of change.
Recently Adopted Accounting Standards
In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — “Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU
2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation
of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance
pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures
for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends
the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. ASU
2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning
on January 1, 2021. We have adopted ASU 2020-06 effective January 1, 2022. The adoption of ASU 2020- 06 does not have an impact on our
unaudited condensed financial statements.
In June 2016, the FASB issued Accounting Standards
Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented
at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events,
including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported
amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting
companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal
years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material
impact on its financial statements.
Management does not believe that any recently
issued, but not effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial
statements.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
As of September 30, 2023, we were not subject
to any significant market or interest rate risk.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed
with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report,
is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls
are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the
chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the
Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as of September 30, 2023. Based upon their evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) were not effective, due to the material weakness in our internal control over financial reporting related to the Company’s
accounting for complex financial instruments and the accounting for accrued expenses. As a result, we performed additional analysis as
deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that
the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results
of operations and cash flows for the period presented.
We do not expect that our disclosure controls
and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits
must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation
of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances
of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Management’s Report on Internal Controls
Over Financial Reporting
This quarterly report does not include a report
of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered
public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control over Financial
Reporting
There were no changes in our internal control
over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal
quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
There is no material litigation, arbitration or
governmental proceeding currently pending against the Company or any members of its management team in their capacities as such. The Company
had been party to a legal proceeding captioned Adam Snitkoff v. Mohsin Meghji, et al. which was filed in the Supreme Court of the State
of New York located in Nassau County in October 2021 in connection with certain claims relating to the proposed business combination with
Syniverse. That proceeding was terminated pursuant to Notice of Voluntary Discontinuance with Prejudice on February 4, 2022. The Company
and the members of its management team have not been subject to any other such proceeding in the 12 months preceding the date hereof.
In March 2023, a vendor of the Company filed a
lawsuit against a related party of the Company to recover unpaid invoices in the amount of approximately $112,500 that are purportedly
owing by that related party. Because the amounts claimed relate to services purportedly provided to the Company, and not to such related
party, they are reflected in the Company’s accounts payable and accrued expenses. The vendor discontinued the lawsuit without prejudice
on September 22, 2023.
Item 1A. Risk Factors.
Factors that could cause the Company’s actual
business, financial condition and/or results of operations to differ materially from those in this Quarterly Report are any of the risks
factors described in the Registration Statement and in the Company’s Annual Report on Form 10-K for the period ended December 31,
2022. As of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed
in our Registration Statement or such Annual Report filed with the SEC. Any of these risk factors could result in a significant or material
adverse effect on the Company’s business, financial condition and/or results of operations. Additional risk factors not presently
known to the Company or that the Company currently deems immaterial may also impair the Company’s business, financial condition
and/or results of operations.
In addition, we may be subject to the following
risk in connection with changes in laws and regulations. Changes in laws or regulations, or a failure to comply with any laws and regulations,
may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.
We are subject to laws and regulations enacted
by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements.
Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations
and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our
business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted
and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business
combination and results of operations.
On March 30, 2022, the SEC issued proposed rules
relating to, among other items, disclosures in business combination transactions involving special purpose acquisition companies (“SPACs”)
and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of
projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants
in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company
Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they
satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted,
whether in the form proposed or in a revised form, may increase the costs of and the time needed to negotiate and complete an initial
business combination, and may constrain the circumstances under which we could complete an initial business combination.
In February 2022, the Russian Federation launched
a military campaign against Ukraine. In response to these actions, the United States, the European Union and other governmental authorities
have imposed a series of sanctions and penalties upon Russia and certain of its political and business leaders, and may impose additional
sanctions and penalties, which restrict the ability of companies throughout the world to do business with Russia. In addition, a number
of companies throughout the world who were not directly restricted by those sanctions have voluntarily elected to cease doing business
with companies affiliated with Russia and it is anticipated that Russia will retaliate with its own restrictions and sanctions. It is
expected that these events will have an impact upon, among other things, financial markets for the foreseeable future. If the disruptions
caused by these events continue for an extended period of time, our ability to search for a business combination or finance such business
combination, and the business, operations and financial performance of any target business with which we ultimately consummate a business
combination, may be materially adversely affected. The financial statement does not include any adjustments that might result from the
outcome of this uncertainty.
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded
foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its
shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased
at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the
fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority
to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any redemption or other repurchase that occurs
after December 31, 2022, in connection with a Business Combination, extension vote, liquidation, or otherwise, may be subject to the excise
tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote
or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection
with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any
“PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business
Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance
from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics
of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand
to complete a Business Combination and in the Company’s ability to complete a Business Combination. It could also result in the
diminution of the amounts available to the holders of Class A common shares upon any redemption.
On March 8, 2023, the Company’s shareholders/
stockholders redeemed 35,463,019 (Class A) shares for a total of $360,075,559. The Company evaluated the classification and accounting
of the share/ stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood
that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote.
A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current
status and probability of completing a Business Combination as of September 30, 2023 and concluded that it is probable that a contingent
liability should be recorded. As of September 30, 2023, the Company recorded an excise tax payable of $3,600,756 calculated as 1% of the
value of shares redeemed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On March 8, 2021, we consummated our Initial
Public Offering of 40,000,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $400,000,000.
Each Unit consisted of one share of Class A common stock of the Company, par value $.0001 per share, and one-third of one redeemable
warrant of the Company. Continental Stock Transfer & Trust Company acted as the sole book-running manager of the offering. The
securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-253132). The
SEC declared the registration statement effective on March 3, 2021.
Simultaneously with the consummation of the Initial
Public Offering, we consummated a private placement of 7,500,000 Private Placement Warrants to our Sponsor at a price of $1.50 per Private
Placement Warrant, generating total proceeds of $11,250,000. Such securities were issued pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants were the same as
the warrants underlying the Units sold in the Initial Public Offering, except that Private Placement Warrants were not transferable, assignable
or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private
Placement Warrants were exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their
permitted transferees. The private placement warrants were permanently surrendered by the Sponsor, and the Sponsor relinquished all rights
in such warrants, with no consideration being provided to the Sponsor in exchange therefor on December 31, 2022.
Of the gross proceeds received from the Initial
Public Offering and the Private Placement Warrants, $400,000,000 was placed in the Trust Account.
We paid a total of $8,000,000 underwriting discounts
and commissions and $690,704 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed
to defer $14,000,000 in underwriting discounts and commissions.
For a description of the use of the proceeds generated
in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
* |
Filed herewith. |
** |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
|
M3-BRIGADE ACQUISITION II CORP. |
|
|
Date: November 20, 2023 |
By: |
/s/ Mohsin
Y. Meghji |
|
|
Name: |
Mohsin Y. Meghji |
|
|
Title: |
Executive Chairman |
|
|
Date: November 20, 2023 |
By: |
/s/ Brian Griffith |
|
|
Name: |
Brian Griffith |
|
|
Title: |
Chief Financial Officer |
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I, Mohsin Y. Meghji, certify that:
In connection with the Quarterly Report of M3-Brigade
Acquisition II Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities
and Exchange Commission (the “Report”), I, Mohsin Y. Meghji, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
In connection with the Quarterly Report of M3-Brigade
Acquisition II Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities
and Exchange Commission (the “Report”), I, Brian Griffith, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: