UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
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area code:
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Securities registered pursuant to Section 12(b) of the Act:
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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 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.
Indicate by check mark whether the registrant
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of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check
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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
As of November 17, 2023, there were
SIZZLE ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2023
TABLE OF CONTENTS
i
GLOSSARY OF TERMS
Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:
| ● | “Amended and Restated Certificate of Incorporation” are to the Company’s (as defined below) amended and restated certificate of incorporation, as amended and currently in effect; |
| ● | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| ● | “ASU” are to the FASB Accounting Standards Update; |
| ● | “board of directors,” “board” or “directors” are to the board of directors of the Company; |
| ● | “Business Combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses; |
| ● | “Cantor” are to Cantor Fitzgerald & Co., the representatives of the underwriters of the IPO (as defined below); |
| ● | “Combination Period” are to the 28-month period, from the closing of the initial public offering to February 8, 2024, or such earlier date as determined by the board of directors, as extended by the February Extension (as defined below) and August Extension (as defined below), unless further extended pursuant to the Amended and Restated Certificate of Incorporation, that the Company has to consummate an initial Business Combination; |
| ● | “common stock” are to the shares of common stock of the Company, par value $0.0001 per share; |
| ● | “Company,” “our Company,” “we” or “us” are to Sizzle Acquisition Corp., a Delaware corporation; |
| ● | “Continental” are to Continental Stock Transfer & Trust Company, trustee of the Trust Account (as defined below) and warrant agent of the Public Warrants (as defined below); |
| ● | “EBC” are to EarlyBirdCapital, Inc.; |
| ● | “EBC Shares” are to shares issued to EBC; |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “FASB” are to the Financial Accounting Standards Board; |
| ● | “FINRA” are to the Financial Industry Regulatory Authority; |
| ● | “Founder Shares” are to the shares of common stock initially purchased by the Sponsor (as defined below) in the Private Placement (as defined below) (for the avoidance of doubt, such shares of common stock will not be “Public Shares” (as defined below)); |
ii
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “initial public offering” or “IPO” are to the initial public offering that was consummated by the Company on November 8, 2021; |
| ● | “initial stockholders” are to holders of the Founder Shares prior to the initial public offering; |
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; |
| ● | “management” or the “management team” are to the Company’s executive officers and directors; | |
| ● | “Nasdaq” are to the Nasdaq Global Market; | |
| ● | “Private Placement” are to the private placement of Private Placement Shares (as defined below) that occurred simultaneously with the closing of the initial public offering; |
| ● | “Private Placement Shares” are to the shares sold to the Sponsor and Cantor at a purchase price of $10.00 per share; |
| ● | “Public Shares” are to the shares of common stock sold as part of the Units (as defined below) in the initial public offering (whether they were purchased in the initial public offering or thereafter in the open market); |
| ● | “Public Stockholders” are to the holders of the Public Shares, including the initial stockholders and management team to the extent the initial stockholders and/or members of the Company’s management team purchase Public Shares, provided that each initial stockholder’s and member of the Company’s management team’s status as a “public stockholder” will only exist with respect to such Public Shares; |
| ● | “Public Warrants” are to the redeemable warrants sold as part of the Units in the initial public offering (whether they were subscribed for in the initial public offering or purchased in the open market); |
| ● | “Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on March 11, 2021, as amended, and declared effective on November 3, 2021 (File No. 333-254182); |
| ● | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023; |
| ● | “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “Sponsor” are to VO Sponsor, LLC, a Delaware limited liability company; |
| ● | “Trust Account” are to the U.S.-based trust account in which an amount of $158,100,000 from the net proceeds of the sale of the Units in the initial public offering and the Private Placement Shares was placed following the closing of the initial public offering; |
| ● | “Units” are to the units sold in the initial public offering, which consist of one Public Share and one-half of one Public Warrant; and |
| ● | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company. |
iii
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
SIZZLE ACQUISITION CORP.
CONDENSED BALANCE SHEETS
September 30, 2023 | December 31, 2022 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Investments held in Trust Account | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities, Redeemable Common Stock and Stockholders’ Deficit | ||||||||
| Accrued offering costs and expenses | $ | $ | ||||||
| Deferred tax liability | ||||||||
| Income tax payable | ||||||||
| Excise tax payable | ||||||||
| Promissory Note - Related Party | ||||||||
| Total current liabilities | ||||||||
| Deferred underwriters’ fee | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 6) | ||||||||
| Common stock subject to possible redemption, | ||||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
1
SIZZLE ACQUISITION 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 cost | $ | $ | $ | $ | ||||||||||||
| Franchise tax | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense | ||||||||||||||||
| Interest income on Trust Account | ||||||||||||||||
| Loss before provision for income taxes | ( | ) | ( | ) | ||||||||||||
| Provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
SIZZLE ACQUISITION CORP.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023
(UNAUDITED)
| Common stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance as of January 1, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Remeasurement of common stock subject to possible redemption | — | ( | ) | ( | ) | |||||||||||||||
| Excise tax accrual on stock redemptions | ( | ) | ( | ) | ||||||||||||||||
| Net income | — | |||||||||||||||||||
| Balance as of March 31, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Remeasurement of common stock subject to possible redemption | — | ( | ) | ( | ) | |||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Remeasurement of common stock subject to possible redemption | — | ( | ) | ( | ) | |||||||||||||||
| Excise tax accrual on stock redemptions | — | ( | ) | ( | ) | |||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance as of September 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
| Common stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance as of January 1, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance as of March 31, 2022 | ( | ) | ( | ) | ||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2022 | ( | ) | ( | ) | ||||||||||||||||
| Remeasurement of Class A common stock subject to possible redemption | — | ( | ) | ( | ) | |||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance as of September 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
SIZZLE ACQUISITION CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Nine Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Interest earned on investments held in Trust Account | ( | ) | ( | ) | ||||
| Changes in current assets and liabilities: | ||||||||
| Prepaid expenses | ||||||||
| Accrued offering costs and expenses | ||||||||
| Deferred tax liability | ( | ) | ||||||
| Franchise tax payable | ||||||||
| Income tax payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Cash withdrawn from Trust Account to pay taxes | ||||||||
| Cash withdrawn from Trust Account for redemptions | ||||||||
| Principal deposited in Trust Account | ( | ) | ||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Redemption of shares | ( | ) | ||||||
| Proceeds from the promissory notes to related parties | ||||||||
| Net cash used in financing activities | ( | ) | ||||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash, beginning of the period | ||||||||
| Cash, end of the period | $ | $ | ||||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Excise tax payable | $ | $ | ||||||
| Remeasurement of common stock subject to possible redemption | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
SIZZLE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 — Organization and Business Operations
Sizzle Acquisition Corp. was incorporated in Delaware on October 12, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities.
As of September 30, 2023, the Company had not commenced any operations. All activity for the period from October 12, 2020 (inception) through September 30, 2023 related to the Company’s formation and the initial public offering, which is described below and, since the offering, identifying and evaluating prospective acquisition targets for a Business Combination. The Company will not generate any operating revenues 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.
The Company’s Sponsor is VO Sponsor, LLC.
The Registration Statement
for the Company’s IPO was declared effective on November 3, 2021 (the “Effective Date”). On November 8, 2021, the Company
consummated its IPO of
Transaction costs amounted
to $
The Company’s leadership
has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Shares,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination
having an aggregate fair market value of at least
Following the closing of
the IPO on November 8, 2021, $
The Company will provide
the Public Stockholders with the opportunity to redeem all or a portion of the Public Shares upon the completion of a Business Combination
either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The
decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by
the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of
the amount then in the Trust Account (initially anticipated to be $
The Company will proceed with a Business Combination if the Company seeks stockholder approval and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), EBC Shares and any Public Shares purchased during or after the IPO (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.
5
On February 1, 2023, the Company held a special meeting of stockholders (the “February Special Meeting”). At the February Special Meeting, the Company’s stockholders approved an extension of the date by which the Company must consummate an initial Business Combination from February 8, 2023 to August 8, 2023, or such earlier date as determined by the Company’s board of directors (the “February Extension”).
In connection with the February
Special Meeting, stockholders holding
The Company agreed to deposit an aggregate amount of $
On August 7, 2023, the Company held a special meeting of stockholders (the “August Special Meeting”). At the August Special Meeting, the Company’s stockholders approved an extension of the date by which the Company must consummate an initial Business Combination from August 8, 2023 to February 8, 2024, or such earlier date as determined by the Company’s board of directors (the “August Extension”).
In connection with the August
Special Meeting, stockholders holding
The Company has agreed to deposit an aggregate amount of $
The Company has until February
8, 2024 to complete an initial Business Combination. If it has not completed an initial Business Combination by such date, the Company
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem
The Sponsor has agreed to
waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination
Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions
from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($
In order to protect the amounts
held in the Trust Account, the Sponsor has agreed to 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 $
6
Merger Agreement
On October 24, 2022, the Company
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with European Lithium Limited, an Australian public
company limited by shares (“EUR”), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British
Virgin Islands and a direct, wholly-owned subsidiary of EUR (“European Lithium”), Critical Metals Corp., a BVI business company
incorporated in the British Virgin Islands (“Pubco”) and Project Wolf Merger Sub Inc., a Delaware corporation and wholly owned
subsidiary of Pubco (“Merger Sub”), pursuant to which, upon closing of the Business Combination (the “Closing”),
Pubco will acquire all of the issued and outstanding capital shares and equity interests of European Lithium from EUR and European Lithium
shareholders in exchange for ordinary shares of Pubco, par value $
The Merger Agreement provides that at the effective time of the Closing (the “Effective Time”):
(i) all of the outstanding shares of the Company’s common stock, will be exchanged for the right to receive Pubco Ordinary Shares (following which exchange all shares of the Company’s common stock will be cancelled and cease to exist);
(ii) all of the outstanding
whole warrants of the Company, entitling the holder thereof to purchase one share of the Company’s common stock at an exercise price
of $
Upon the Effective Time, the outstanding publicly traded Units of the Company will be separated into their component securities, consisting of (a) one share of the Company’s common stock and (b) one-half of one Company Warrant (each of which shall be exchanged in accordance with the foregoing description). According to the Merger Agreement, each registered holder of the Company Warrants will be eligible to have each whole Company Warrant converted into one Pubco Warrant, following aggregation of such holder’s registered Company Warrants, and rounded down to the nearest whole warrant following such aggregation of warrants, with no issuance of a fractional Pubco Warrant.
Up to an additional
On January 4, 2023, the Company, EUR, European Lithium, Pubco and Merger Sub entered into that certain First Amendment to the Agreement and Plan of Merger (the “First Amendment”), pursuant to which the Merger Agreement was amended to clarify that if the transactions contemplated by the Merger Agreement are completed, Pubco shall be responsible for all of the Company’s, EUR’s and European Lithium’s transaction expenses and shall reimburse EUR for all of EUR’s and European Lithium’s transaction expenses incurred or paid prior to the closing of the EUR Business Combination.
On July 7, 2023, the Company, Pubco and Merger Sub entered into that
certain Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), pursuant to which the Merger Agreement
was amended to (i) extend the date (the “Outside Date”) by which either the Company or Pubco may terminate the Merger Agreement
if the EUR Business Combination has not been consummated, (ii) remove as a condition to the Closing that the Company or Pubco have net
tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of at least $
7
Liquidity, Capital Resources and Going Concern
As of September 30, 2023,
the Company had $
The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds to operate its business prior to an initial Business Combination. The Company has until February 8, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination within the Combination Period. If a Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution.
As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”) management has determined that the liquidity condition, in addition to the possibility that Company would not be able to close a Business Combination through February 8, 2024, raise substantial doubt about the Company’s ability to continue as a going concern through that date. The accompanying financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and the war could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the accompanying unaudited condensed financial statements. The accompanying unaudited condensed financial statements do 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
Any redemption or other repurchase that occurs after December 31, 2022 in connection with a Business Combination, extension vote 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.
8
As discussed above, on February
1, 2023, holders of
As discussed above, on August
7, 2023, holders of
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 28, 2023, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.
Emerging Growth Company Status
The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by 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 non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period.
Use of Estimates
The preparation of the financial statements in conformity with 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 financial statements and the reported amounts of expenses during the reporting period.
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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
9
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 $
Investments Held in Trust Account
As of September 30, 2023,
the assets held in the Trust Account were held in a money market fund. The Company’s portfolio of investments held in the Trust
Account is comprised of 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, investments in money market funds that invest in U.S. government securities, cash or a combination thereof.
The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the
condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of
these securities is included in gain on “investments held in Trust Account” in the accompanying condensed statements of operations.
During the nine months ended September 30, 2023 and year ended December 31, 2022, the Company withdrew $
As of September 30, 2023, the assets held in the Trust Account were held in U.S. Treasury bills with a maturity of 185 days or less and in money market funds which invest in Treasury securities.
The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity Treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.
A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee and the general market condition in the geographic area or industry in which the investee operates.
Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.
Offering Costs
The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Expenses of Offering” (“ASC 340-10-S99-1”) and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” (“SEC Staff Accounting Bulletin Topic 5A”). Offering costs consist of underwriter, accounting, filing and legal expenses incurred through the balance sheet date that are directly related to the IPO and were charged to temporary equity and stockholders’ (deficit) equity based on the underlying instruments’ relative fair value upon the completion of the IPO. If the IPO had proved to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Fair Value Measurement
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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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. |
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| Carrying Value as of September 30, 2023 | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value as of September 30, 2023 | |||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||
| Carrying Value as of December 31, 2022 | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value as of December 31, 2022 | |||||||||||||
| U.S. Treasury securities | $ | $ | $ | $ | ||||||||||||
Common Stock Subject to Possible Redemption
The Company accounts for its shares of common stock subject to possible redemption in accordance with guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares 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) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ deficit. The Company’s shares of common stock sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of shares of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.
All of the
| Gross Proceeds | $ | |||
| Less: | ||||
| Fair value of public warrants | ( | ) | ||
| Common stock issuance costs | ( | ) | ||
| Plus: | ||||
| Remeasurement of carrying value to redemption value | ||||
| Common stock subject to possible redemption (December 31, 2022) | ||||
| Less: | ||||
| Redemption | ( | ) | ||
| Plus: | ||||
| Remeasurement of carrying value to redemption value | ||||
| Common stock subject to possible redemption (September 30, 2023) | $ |
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Net Income (Loss) Per Common Stock
The Company applies the two-class method in calculating earnings per share, with one class being the redeemable shares and one class being the non-redeemable shares. The contractual formula utilized to calculate the redemption amount approximates fair value. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net income (loss) per common stock is computed by dividing the pro rata net income (loss) between the redeemable common stock and the non-redeemable common stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
Reconciliation of Net Income (Loss) per Common Stock
The Company’s net income
(loss) is adjusted for the portion of net income (loss) that is allocable to each class of common stock. The allocable net income (loss)
is calculated by multiplying net income (loss) by the ratio of weighted average number of shares outstanding attributable to common stock
to the total weighted average number of shares outstanding for the period.
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Redeemable Common Stock | ||||||||||||||||
| Net loss allocable to redeemable common stock | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Non-Redeemable Common Stock | ||||||||||||||||
| Net loss allocable to non-redeemable common stock | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, including funds
held in trust on behalf of the Company, which, at times, may exceed the Federal Deposit Insurance Company coverage of $
Income Taxes
The Company accounts for
income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred
tax assets and liabilities for both the expected impact of differences between the accompanying 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. The Company’s effective tax rate was
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.
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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.
Recent Accounting Pronouncements
In June 2016, the FASB issued FASB 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 the Company’s financial statements.
Note 3 — Initial Public Offering
On November 8, 2021, the
Company consummated its IPO of
Note 4 — Private Placement Shares
Simultaneously with the closing
of the IPO and the sale of the Units, the Sponsor and Cantor purchased an aggregate of
The proceeds from the Private Placement Shares were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Shares are identical to the shares in the Units sold to the public, except that the purchasers of the Private Placement Shares have also agreed not to transfer, assign or sell any of the Private Placement Shares (except in connection with the same limited exceptions that the Founder Shares may be transferred as described below) until after the completion of the Business Combination.
Note 5 — Related Party Transactions
Founder Shares
On November 20, 2020,
the Sponsor paid $
13
On November 3, 2021, the
Company effected an additional 1.08-for-1 dividend, and as a result,
The Company’s Sponsor, officers and directors have agreed not to transfer, assign or sell any Founder Shares or Private Placement Shares until the date of the consummation of the Company’s initial Business Combination. The limited exceptions include transfers, assignments or sales to the Company’s or the Sponsor’s officers, directors, consultants or their affiliates, to an entity’s members upon its liquidation, to relatives and trusts for estate planning purposes, by virtue of the laws of descent and distribution upon death, pursuant to a qualified domestic relations order, to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to be bound by these transfer restrictions.
Promissory Notes — Related Party
On December 19, 2020,
the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may
borrow up to an aggregate principal amount of $
On February 6, 2023, the Company
issued a promissory note in the principal amount of $
On February 6, 2023, the Sponsor
raised $
On July 6, 2023, the Sponsor
raised $
On July 31, 2023, the Sponsor
raised $
On August 30, 2023, the Sponsor
raised $
Administrative Support Agreement
The Company has agreed, commencing
on the effective date of the IPO through the earlier of the Company’s consummation of a Business Combination and its liquidation,
to pay an affiliate of the Company’s management a total of $
Related Party Loans
In addition, in order to
finance transaction costs in connection with a Business Combination, the Sponsor or certain of the Company’s officers and directors
or their affiliates may, but are not obligated to, make Working Capital Loans. Each loan would be evidenced by a promissory note. The
notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $
14
Note 6 — Commitments and Contingencies
Registration Rights
The holders of the Founder Shares and EBC Shares, as well as the holders of any warrants the Company’s Sponsor, officers, directors or their affiliates may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from lock-up. The holders of a majority of the Founder Shares, EBC Shares, and warrants issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after consummation of the Business Combination. Notwithstanding anything to the contrary, EBC and Cantor may only make a demand on one occasion and only during the five-year period beginning on the Effective Date of the Registration Statement of which the prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of the Business Combination; provided, however, that EBC and Cantor may participate in a “piggy-back” registration only during the seven-year period beginning on the Effective Date of the Registration Statement of which this prospectus forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
Pursuant to that certain Underwriting
Agreement, dated as of November 3, 2021 (the “Underwriting Agreement”) by and between the Company and Cantor, the Company
granted the underwriters a 45-day option from the date of IPO to purchase up to
The underwriters received
a cash underwriting discount of
The underwriters will be
entitled to a cash underwriting discount of
The underwriters agreed to
reimburse the Company a portion of expenses related to the IPO. A total of $
On October 26, 2023, the Company
and Cantor entered into an amendment (the “Underwriting Agreement Amendment”) to the Underwriting Agreement, pursuant to which
Cantor agreed to accept payment of the deferred underwriting commission payable to Cantor under Section 1.3 of the Underwriting Agreement
in a number of shares of common stock of the Company (or the equivalent publicly traded shares of the Company’s successor in the
EUR Business Combination, the “Deferred Commission Shares”) equal to
The payment in Deferred Commission Shares under the Underwriting Agreement Amendment is conditioned on the Closing of the EUR Business Combination. Cantor was also given registration rights with respect to any Deferred Commission Shares. The proceeds from the issuance of the Deferred Commission Shares instead of the cash payment required under the Underwriting Agreement will be used to fund the transaction expenses and other liabilities of the Company.
Consulting and Advisory Services Fees
CCM is engaged to represent the Company’s interests only and did not participate in the IPO as defined in FINRA Rule 5110(j)(16); it is acting as an independent financial adviser as defined in FINRA Rule 5110(j)(9). As such, CCM did not act as an underwriter in connection with the IPO, it did not identify or solicit potential investors in the IPO or otherwise was not involved in the distribution of the IPO.
15
On April 25, 2022, the
Company entered into an agreement with BTIG, LLC (“BTIG”) for capital market advisory services in relation to the management
of the redemptions of Public Shares in connection with the anticipated Business Combination. The Company will pay BTIG a base advisory
fee of $
On August 11, 2022,
the Company entered into an additional agreement with CCM for financial and market advisory services in connection with the anticipated
Business Combination. The agreement stipulates a transaction fee of $
On August 18, 2022,
the Company entered into an agreement with CCM and Jett Capital Advisors, LLC (“Jett Capital”) to act as co-placement agents
in the event the Company raises a PIPE financing in connection with the Business Combination. As compensation for their services as co-placement agents,
CCM and Jett Capital are collectively entitled to a cash fee of
On September 10, 2022, the Company entered in a consulting agreement with the ICR LLC (“ICR”) to provide certain services related to the Business Combination. ICR’s compensation consists of the following:
| ● | $ |
| ● | a
transaction fee of $ |
| ● | a
performance-based fee of $ |
Except for ICR’s monthly fees, which the Company records in its results of operations as they are incurred, all other arrangements described in this section are contingent upon the Closing and related PIPE financing and will be recorded upon their completion.
Note 7 — Stockholders’ Deficit
Preferred Stock —
The Company is authorized to issue
Common Stock — The
Company is authorized to issue
EBC Shares — On
October 12, 2020, the Company issued to the designees of EBC
16
On July 12, 2021, EBC
returned
The Company accounted for
the EBC Shares as a charge directly to stockholders’ deficit. The Company estimated the fair value of representative shares to be
$
The holders of the EBC Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of the Company’s initial Business Combination. In addition, the holders of the EBC Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Company’s initial Business Combination within the Combination Period.
Public Warrants — As
of September 30, 2023 and December 31, 2022, there were
Redemption of Warrants
The Company may redeem the Public Warrants:
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | at any time after the warrants become exercisable; |
| ● | if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third business day prior to the notice of redemption to the warrant holders and |
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below their exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
17
In addition, if (i) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions) and (iii) the volume weighted average trading price of its common stock during the 20-trading day period starting on the trading day prior to the day on which the Company consummates its 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 greater of (i) the Market Value or (ii) the price at which the Company issue the additional shares of common stock or equity-linked securities.
Note 8 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up through the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, other than as discussed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements.
On October 25, 2023, Sizzle
and Pubco entered into a binding term sheet (the “Term Sheet”) with Vellar Opportunities Fund Master, LTD. (the “Investor”)
with respect to a potential investment (the “Proposed Investment”) by the Investor in the Company’s common stock and/or
Pubco Ordinary Shares, in the aggregate amount of up to
Pursuant to the Term Sheet, the Investor may, but is not obligated, to purchase shares (the “Recycled Shares”) of the Company’s common stock from third parties (other than the Company) through a broker in the open market (other than through the Company) prior to the closing of the Business Combination. Any purchases of Recycled Shares will be at a price no greater than the redemption price per share (the “Initial Price”) determined in accordance with Section 9.2(b) of the Company’s Amended and Restated Certificate of Incorporation. In respect of the Recycled Shares, Investor would (i) agree to waive any redemption rights under the Company’s Amended and Restated Certificate of Incorporation with respect to any Recycled Shares in connection with the Business Combination and (ii) agree not to vote such Recycled Shares in connection with the EUR Business Combination. Upon the closing of the EUR Business Combination, Pubco would pay the Investor directly from the Trust Account of the Company a cash amount equal to (i) the number of any Recycled Shares purchased by the Investor, multiplied by (ii) the Initial Price (the “Prepayment Amount”), in accordance with the terms and conditions of the Term Sheet.
According and subject to the
Term Sheet, upon the closing of the EUR Business Combination, Pubco will issue up to
A termination fee (the “Termination
Fee”) equal to
18
The Term Sheet is binding on the parties. In addition, the Term Sheet contemplates negotiation of, and agreement upon, definitive documentation for the Proposed Investment. There can be no assurance that the Company, Pubco and the Investor will enter into definitive documentation with respect to the Proposed Investment, or, if entered into, there is no certainty of the terms that will be contained in such documentation, or that the transactions contemplated by the Term Sheet will be consummated.
On October 26, 2023, the Company
and Cantor entered into the Underwriting Agreement Amendment. Pursuant to the Underwriting Agreement Amendment, Cantor agreed to accept
payment of the deferred underwriting commission payable to Cantor under Section 1.3 of the Underwriting Agreement in a number of shares
of common stock of the Company (or Deferred Commission Shares) equal to
The payment in Deferred Commission Shares under the Underwriting Agreement Amendment is conditioned on the Closing of the EUR Business Combination. Cantor was also given registration rights with respect to any Deferred Commission Shares. The proceeds from the issuance of the Deferred Commission Shares instead of the cash payment required under the Underwriting Agreement will be used to fund the transaction expenses and other liabilities of the Company.
On October 10, 2023, the Sponsor
raised $
On November 2, 2023, the Sponsor
raised up to $
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Report including, without limitation, statements under this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements.”
Overview
We are a blank check company incorporated on October 12, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Business Combination with one or more businesses or entities.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial Business Combination will be successful.
Our Sponsor is VO Sponsor, LLC. The IPO Registration Statement was declared effective on November 3, 2021. On November 8, 2021, we consummated our initial public offering of 15,500,000 Units at $10.00 per Unit (which included a partial exercise of the underwriters’ over-allotment option), which is discussed in Note 3 of the financial statements included elsewhere under “Item 1. Financial Statements” and the sale of an aggregate of 770,000 shares at a price of $10.00 per Private Placement Share in a Private Placement to the Sponsor and Cantor that closed simultaneously with the initial public offering. On November 8, 2021, the underwriter exercised 2,000,000 of the full 2,025,000 over-allotment option available to it and forfeited the remainder. Due to the partial exercise of the over-allotment option, the initial stockholders forfeited 8,750 Founder Shares. Transaction costs amounted to $11,381,247, consisting of $2,700,000 of underwriting commissions, $8,150,000 of deferred underwriting fees and $531,247 of other cash offering costs.
Simultaneously with the closing of the initial public offering, we consummated the sale of an aggregate of 770,000 shares of common stock at a price of $10.00 per Private Placement Share in a Private Placement to our Sponsor and to Cantor, generating gross proceeds to us of $7,700,000. Of the total Private Placement Shares sold, 722,750 shares were purchased by the Sponsor and 47,250 shares were purchased by Cantor.
Following the closing of the initial public offering on November 8, 2021, $158,100,000 ($10.20 per Unit) from the net proceeds sold in the initial public offering and the proceeds of the sale of the Private Placement Shares, was deposited in a Trust Account. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay our franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from the initial public offering and the sale of the Private Placement Shares will not be released from the Trust Account until the earliest of: (i) the completion of our initial Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation: (a) to modify the substance or timing of our obligation to redeem 100% of the Public Shares if we do not complete the initial Business Combination within the Combination Period; or (b) with respect to any other material provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Public Shares if we are unable to complete the initial Business Combination within the Combination Period, subject to applicable law.
Our management has broad discretion with respect to the specific application of the net proceeds of the initial public offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial Business Combination.
We will have until February 8, 2024, the end of the Combination Period, unless our board of directors determines not to extend it that long, to complete an initial Business Combination. If we have not completed an initial Business Combination by such date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to us but net of taxes payable, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
20
EUR Business Combination
On October 24, 2022, we entered into the Merger Agreement with EUR, European Lithium, Pubco and Merger Sub, pursuant to which, upon the Closing Pubco will acquire all of the issued and outstanding capital shares and equity interests of European Lithium from EUR and European Lithium shareholders in exchange for Pubco Ordinary Shares, European Lithium shall become a wholly owned subsidiary of Pubco and European Lithium shareholders shall become shareholders of Pubco; and immediately thereafter, Merger Sub will merge with and into us, with us continuing as the surviving entity and wholly owned subsidiary of Pubco.
For a full description of the Merger Agreement and the proposed EUR Business Combination, please see “Item 1. Business” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 28, 2023.
Extension Amendments and Redemptions
On February 1, 2023, we held the February Special Meeting and approved the February Extension. In connection with the February Extension, stockholders holding 11,076,703 shares of common stock exercised their right to redeem such shares for a pro rata portion of the Trust Account. We paid cash in the aggregate amount of approximately $114.3 million, or approximately $10.32 per share, to redeeming stockholders in connection with the February Extension. For each one-month extension, our Sponsor loaned us $200,000 to be deposited into the Trust Account for shares of common stock not redeemed in connection with the February Extension. The first deposit was made on February 6, 2023, and subsequent monthly deposits were made through our extension date of August 8, 2023.
On August 7, 2023, we held the August Special Meeting and approved the August Extension. In connection with the August Extension, stockholders holding 1,337,244 shares of common stock exercised their right to redeem such shares for a pro rata portion of the Trust Account. We will pay cash in the aggregate amount of approximately $14.5 million, or approximately $10.85 per share, to redeeming stockholders in connection with the August Extension. For each one-month extension, our Sponsor will loan us $60,000 to be deposited into the Trust Account for shares of common stock not redeemed in connection with the August Extension. The first deposit will be made on or about August 9, 2023, and subsequent deposits are payable monthly through our extension date of February 8, 2024 (if we fully extend the term we have to complete our initial Business Combination). Our board has the sole discretion whether to continue extending for additional calendar months until February 8, 2024, the end of the Combination Period. Immediately after the August Extension, the amount in the Trust Account was approximately $33.5 million.
Recent Developments
On October 25, 2023, we and Pubco entered into the Term Sheet with the Investor with respect to the Proposed Investment by the Investor in the our common stock and/or Pubco Ordinary Shares, in the aggregate amount of up to 20 million shares. The primary purpose of the Proposed Investment is to provide cash to Pubco following the closing of the EUR Business Combination.
Pursuant to the Term Sheet, the Investor may, but is not obligated, to purchase Recycled Shares of our common stock from third parties (other than us) through a broker in the open market (other than through us) prior to the closing of the Business Combination. Any purchases of Recycled Shares will be at a price no greater than the Initial Price determined in accordance with Section 9.2(b) of our Amended and Restated Certificate of Incorporation. In respect of the Recycled Shares, Investor would (i) agree to waive any redemption rights under our Amended and Restated Certificate of Incorporation with respect to any Recycled Shares in connection with the Business Combination and (ii) agree not to vote such Recycled Shares in connection with the EUR Business Combination. Upon the closing of the EUR Business Combination, Pubco would pay the Investor directly from our Trust Account a cash amount equal to (i) the number of any Recycled Shares purchased by the Investor, multiplied by (ii) the Prepayment Amount in accordance with the terms and conditions of the Term Sheet.
According and subject to the Term Sheet, upon the closing of the EUR Business Combination, Pubco will issue up to 20 million Pubco Ordinary Shares to the Investor, less the amount of any Recycled Shares purchased by the Investor, in exchange for a cash investment by the Investor in Pubco pursuant to the terms of the Term Sheet, which provides for a series of payments, including an initial payment of $10 million in the aggregate at the closing of the EUR Business Combination, less the Funding Election Amount. Pubco may receive subsequent payments pursuant to receiving an optional early settlement notice from the Investor, or via a cash settlement following the Valuation Period (as defined in the Term Sheet).
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The Termination Fee equal to (i) all of the Investor’s reasonable costs and expenses relating to the Proposed Investment (not to exceed $50,000), (ii) $200,000 in cash and (iii) 200,000 Pubco Ordinary Shares, shall be payable by Pubco to the Investor in the event the Proposed Investment is terminated by us and the EUR Business Combination closes. The Termination Fee shall be payable only in the event that the Business Combination is terminated pursuant to the terms and conditions of the Merger Agreement. Subject to the provisions of the Trust Account waiver relating to our Trust Account and payment of the Termination Fee described in the provisions of the Term Sheet relating the Termination Fee, we and/or Pubco may terminate the Proposed Investment at any time, in its sole discretion, on or prior to the time that the Investor first purchases any Recycled Shares after the Redemption Deadline. We and/or Pubco may not terminate the Proposed Investment after the Investor purchases any Recycled Shares after the Redemption Deadline. The Investor may novate the Term Sheet to third parties at any time after execution of definitive documentation in connection with the Proposed Transaction, as provided in the Term Sheet (and subject to such parties executing the applicable Trust Account waiver relating to our Trust Account).
The Term Sheet is binding on the parties. In addition, the Term Sheet contemplates negotiation of, and agreement upon, definitive documentation for the Proposed Investment. There can be no assurance that we, Pubco and the Investor will enter into definitive documentation with respect to the Proposed Investment, or, if entered into, there is no certainty of the terms that will be contained in such documentation, or that the transactions contemplated by the Term Sheet will be consummated.
On October 10, 2023, the Sponsor raised $75,000 from existing Company investors and loaned to us $75,000 to cover working capital expenses and certain extension payments.
On November 2, 2023, the Sponsor raised up to $120,000 from existing Company investors and loaned to us up to $120,000 to cover working capital expenses and certain extension payments.
Results of Operations
As of September 30, 2023, we had not commenced any operations. All activity for the period from October 12, 2020 (inception) through September 30, 2023 relates to our formation and the initial public offering, and since the initial public offering, identifying and evaluating prospective acquisition targets for a Business Combination, such as the EUR Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of interest income on funds in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended September 30, 2023, we had net loss of $170,007, which consisted of formation and operating costs of $609,305, Delaware franchise tax of $10,100 and income tax provision of $116,775, offset by interest income on Trust Account of $566,173.
For the nine months ended September 30, 2023, we had net loss of $273,070, which consisted of formation and operating costs of $1,748,605, Delaware franchise tax of $55,500 and income tax provision of $392,231, offset by interest income on Trust Account of $1,923,266.
For the three months ended September 30, 2022, we had net loss of $63,692, which consisted of interest income on Trust Account of $723,707, offset by formation and operating costs of $594,513, Delaware franchise tax of $55,145 and income tax provision of $137,741.
For the nine months ended September 30, 2022, we had net loss of $391,426, which consisted of formation and operating costs of $1,000,028, Delaware franchise tax of $279,018 and income tax provision of $141,151, offset by interest income on Trust Account of $1,028,771.
Factors That May Adversely Affect Our Results of Operations
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 military conflicts 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.
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Liquidity, Capital Resources and Going Concern
As of September 30, 2023, we had $1,075 of cash in our operating bank account and working capital of $4,519,576 (excluding franchise and income taxes payable). As of December 31, 2022, we had $823,945 of cash in our operating bank account and a working capital deficit of $436,721 (excluding franchise and income taxes payable).
On July 6, 2023, the Sponsor raised from existing Company investors and loaned to us $200,000 to partially fund the February Extension and to cover working capital expenses.
On July 31, 2023, the Sponsor raised $175,000 from existing Company investors and loaned to us $175,000 to cover working capital expenses and certain extension payments.
On August 30, 2023, the Sponsor raised $60,000 from existing Company investors and loaned to us $60,000 to cover working capital expenses and certain extension payments.
Our liquidity needs up to September 30, 2023 have been satisfied through a payment from our Sponsor of $25,000 for the Founder Shares, the loan under an unsecured Promissory Note from the Sponsor of $150,000, which was fully drawn down as of September 30, 2023, the loans from our Sponsor on July 6, 2023, July 31, 2023 and August 30, 2023, and the cash amounts held outside of the Trust Account. In addition, in order to finance transaction costs in connection with an initial Business Combination, our Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans. As of September 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loans.
Based on the foregoing, management believes that we may not have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of an initial Business Combination or one year from filing the financial statements. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire and structuring, negotiating and consummating the initial Business Combination.
In addition, the Company has until February 8, 2024, the end of the Combination Period, to consummate an initial Business Combination. It is uncertain that we will be able to consummate an initial Business Combination within the Combination Period. If an initial Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution. As a result of the above, in connection with our assessment of going concern considerations in accordance with ASU 2014-15, our management has determined that the liquidity condition as well as possibility of liquidation raise substantial doubt about our ability to continue as a going concern through the earlier of the liquidation deadline of February 8, 2024 and approximately one year from the date of filing. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.
Administrative Services Agreement
Commencing on the date that our securities were first listed on The Nasdaq Global Market, we agreed to pay the Sponsor $10,000 per month for office space, utilities and secretarial and administrative support services. Upon the earlier of the completion of the initial Business Combination or our liquidation, we will cease paying such monthly fees.
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Registration Rights
The holders of the Founder Shares, Private Placement Shares, EBC Shares and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement dated November 8, 2021, requiring us to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggy-back” registration rights after five and seven years after the effective date of the Registration Statement and may not exercise their demand rights on more than one occasion.
Underwriting Agreement
The underwriter had a 45-day option from the date of the initial public offering to purchase up to an aggregate of 2,025,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On November 8, 2021, the underwriters partially exercised this option and purchased an additional 2,000,000 Units and forfeited the remaining 25,000 Units available.
The underwriters received a cash underwriting discount of 2.0% of the gross proceeds of the initial public offering, or $2,700,000 (which is capped at $2,700,000 with the remaining $400,000 deferred to the close of the initial Business Combination with the rest of the deferred underwriting discount due to the underwriters’ partial over-allotment exercise). The underwriters will be entitled to a cash underwriting discount of 5.0% of the gross proceeds of the initial public offering, or $8,150,000 (inclusive of the $400,000 deferral noted above) upon consummation of the initial Business Combination.
On October 26, 2023, the Company and Cantor entered into the Underwriting Agreement Amendment, pursuant to which Cantor agreed to accept payment of the deferred underwriting commission payable to Cantor under Section 1.3 of the Underwriting Agreement in a number of shares of our common stock (or Deferred Commission Shares) equal to 900,000 Deferred Commission Shares.
The payment in Deferred Commission Shares under the Underwriting Agreement Amendment is conditioned on the Closing of the EUR Business Combination. Cantor was also given registration rights with respect to any Deferred Commission Shares. The proceeds from the issuance of the Deferred Commission Shares instead of the cash payment required under the Underwriting Agreement will be used to fund our transaction expenses and other liabilities.
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Critical Accounting Estimates
Offering Costs
We comply with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A. Offering costs consist of underwriter, accounting, filing and legal expenses incurred through the balance sheet date that are directly related to the initial public offering and were charged to temporary equity and stockholders’ equity (deficit) based on the underlying instruments’ relative fair value upon the completion of the initial public offering. If the initial public offering had proved to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations.
Fair Value Measurement
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). Our financial instruments are classified as either Level 1, Level 2 or Level 3. 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. |
Common Stock Subject to Possible Redemption
We account for our shares of common stock subject to possible redemption in accordance with guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares 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 our control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ deficit. Our shares of common stock sold in the initial public offering feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.
We recognize changes in redemption value immediately as they occur and adjust the carrying value of shares of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.
Net Income (Loss) Per Common Stock
We apply the two-class method in calculating earnings per share, with one class being the redeemable shares and one class being the non-redeemable shares. The contractual formula utilized to calculate the redemption amount approximates fair value. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net income (loss) per common stock is computed by dividing the pro rata net income (loss) between the redeemable common stock and the non-redeemable common stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the initial public offering since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
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Inflation
We do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.
Emerging Growth Company Status
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and 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 can 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. We have 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, we, 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 our 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.
Recent Accounting Pronouncements
In June 2016, the FASB issued 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. We adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on our financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”) or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report, due to the following material weaknesses:
As disclosed in our previously filed Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 28, 2023, we did not properly account for and classify (i) prepaid expenses, resulting in an overstatement of prepaid expenses and overstatement of non-current prepaid expenses; (ii) accrued expenses, resulting in an understatement of accrued expenses and related general and administrative expenses and (iii) deferred offering costs, resulting in an overstatement of deferred offering costs and understatement of general and administrative expenses.
In addition, we have determined that payment to one of our financial advisors was inappropriately recorded in our Statements of Operations for the year ended December 31, 2021, instead of appropriately recording it in our Statements of Changes in Stockholders’ Deficit for the same period. The impact of the misstatement is material, and we filed an amended Form 10-K for the year ended December 31, 2021, to reflect corrected amounts and their appropriate accounting treatment. Such restatement represented a further material weakness.
During quarterly period ended September 30, 2022, we identified additional material weaknesses in internal controls related to recording of accruals, proper cut off procedures, remeasurement of redeemable shares, completeness and accuracy of disclosure of commitments and contingencies and management review of financial reporting control.
During the fourth quarter of 2022, we identified additional material weaknesses over recording of our income and franchise tax provision.
None of the above listed material weaknesses were remediated through September 30, 2023.
A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Notwithstanding the determination that our internal control over financial reporting was not effective as of September 30, 2023, and that there were material weaknesses as identified above, we believe that our financial statements contained in this Report fairly present our financial position, results of operations and cash flows for the periods covered hereby in all material respects.
In light of these material weaknesses, we have enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements including making greater use of third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. We believe our efforts will enhance our controls relating to accounting for complex financial transactions, but we can offer no assurance that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time.
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.
Changes in Internal Control over Financial Reporting
Other than as discussed above, there have been no changes to our internal control over financial reporting during the quarterly period ended September 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
To the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
Item 1A. Risk Factors.
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, as of the date of this Report, other than as set forth below, there have been no material changes with respect to those risk factors previously disclosed in our (i) Registration Statement, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2021, as filed with the SEC on June 13, 2022, (iii) Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 28, 2023, (iv) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, March 31, 2023 and June 30, 2023, as filed with the SEC on May 23, 2022, August 15, 2022, May 15, 2023 and August 11, 2023, respectively, (v) Quarterly Repot on Form 10-Q/A for the quarter ended September 30, 2022, as filed with the SEC on March 24, 2023 and (vi) Definitive Proxy Statement on Schedule 14A, as filed with the SEC on July 17, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
For risks related to EUR and the EUR Business Combination, please see the Registration Statement on Form F-4, filed by Critical Metals Corp. on December 23, 2022, as amended.
Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.
Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities or affect the operations or financial condition of potential target companies, and to other company- or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a Business Combination target and consummate an initial Business Combination on acceptable commercial terms, or at all.
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Market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability to consummate a Business Combination.
In recent years, the United States and other markets have experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain, including as a result of the COVID-19 pandemic, supply chain disruptions, the Ukraine-Russia conflict, conflict in the Middle East, instability in the U.S. and global banking systems, rising fuel prices, increasing interest rates or foreign exchange rates and high inflation and the possibility of a recession. A significant downturn in economic conditions may make it more difficult for us to consummate a Business Combination.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
Unregistered Sales of Equity Securities
None.
Use of Proceeds
For a description of the use of proceeds generated in our initial public offering and Private Placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as filed with the SEC on December 20, 2021. There has been no material change in the planned use of proceeds from our initial public offering and Private Placement as described in the Registration Statement. The specific investments in our Trust Account may change from time to time.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On August 7, 2023, we held the August Special Meeting and approved, among other things, the August Extension, which extended the date by which we must consummate a business combination from August 8, 2023 (which was 21 months from the closing of the initial public offering) to February 8, 2024 (or such earlier date as determined by the board). In connection with the August Extension, stockholders holding 1,337,244 Public Shares exercised their right to redeem such shares for a pro rata portion of the trust account. We paid cash in the aggregate amount of approximately $14.5 million, or approximately $10.85 per share to redeeming stockholders.
The following table contains monthly information about the repurchases of our equity securities for the three months ended September 30, 2023:
| Period | (a) Total number of shares (or units) purchased | (b) Average price paid per share (or unit) | (c) Total number of shares (or units) purchased as part of publicly announced plans or programs | (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs | ||||||||||||
| July 1 – July 31, 2023 | — | — | — | — | ||||||||||||
| August 1 – August 31, 2023 | 1,337,244 | $ | 10.85 | — | — | |||||||||||
| September 1 – September 30, 2023 | — | — | — | — | ||||||||||||
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Sizzle Acquisition Corp. | ||
| November 17, 2023 | By: | /s/ Steve Salis |
| Name: | Steve Salis | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
November 17, 2023 |
By: | /s/ Daniel Lee |
| Name: | Daniel Lee | |
| Title: | Chief Financial Officer | |
| (Principal Accounting and Financial Officer) | ||
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