UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September
30, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-41005
SIZZLE ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Delaware | | 85-3418600 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer Identification No.) |
4201 Georgia Avenue NW Washington DC | | 20011 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including
area code: (202) 846-0300
Not Applicable
(Former name, former address and former fiscal
year, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class: | | Trading Symbol(s) | | Name of Each Exchange on Which Registered: |
Units, each consisting of one share of common stock and one-half of one redeemable warrant | | SZZLU | | The Nasdaq Stock Market LLC |
Common stock, par value $0.0001 per share | | SZZL | | The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | | SZZLW | | The Nasdaq Stock Market LLC |
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. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☒ | | |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of November 17, 2023, there were 9,356,653
shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding.
SIZZLE ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30,
2023
TABLE OF CONTENTS
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)); |
| ● | “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. |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
SIZZLE ACQUISITION CORP.
CONDENSED BALANCE SHEETS
| |
September 30, 2023 | | |
December 31, 2022 | |
| |
(Unaudited) | | |
| |
Assets: | |
| | |
| |
Cash | |
$ | 1,075 | | |
$ | 823,945 | |
Prepaid expenses | |
| 19,167 | | |
| 60,417 | |
Total current assets | |
| 20,242 | | |
| 884,362 | |
Investments held in Trust Account | |
| 33,749,670 | | |
| 159,759,471 | |
Total assets | |
$ | 33,769,912 | | |
$ | 160,643,833 | |
| |
| | | |
| | |
Liabilities, Redeemable Common Stock and Stockholders’ Deficit | |
| | | |
| | |
Accrued offering costs and expenses | |
$ | 2,326,831 | | |
$ | 1,152,735 | |
Deferred tax liability | |
| — | | |
| 212,062 | |
Income tax payable | |
| 741,979 | | |
| 233,251 | |
Excise tax payable | |
| 1,288,829 | | |
| — | |
Promissory Note - Related Party | |
| 964,437 | | |
| 153,127 | |
Total current liabilities | |
| 5,322,076 | | |
| 1,751,175 | |
Deferred underwriters’ fee | |
| 8,150,000 | | |
| 8,150,000 | |
Total liabilities | |
| 13,472,076 | | |
| 9,901,175 | |
| |
| | | |
| | |
Commitments and Contingencies (Note 6) | |
| | | |
| | |
Common stock subject to possible redemption, 3,086,053 and 15,500,000 shares at redemption value of approximately $10.91 and $10.31 per share as of September 30, 2023 and December 31, 2022, respectively | |
| 33,674,267 | | |
| 159,760,746 | |
| |
| | | |
| | |
Stockholders’ Deficit: | |
| | | |
| | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
| — | | |
| — | |
Common stock, $0.0001 par value; 50,000,000 shares authorized; 6,270,600 shares issued and outstanding (excluding 3,086,053 and 15,500,000 shares subject to possible redemption), as of September 30, 2023 and December 31, 2022, respectively | |
| 627 | | |
| 627 | |
Additional paid-in capital | |
| — | | |
| — | |
Accumulated deficit | |
| (13,377,058 | ) | |
| (9,018,715 | ) |
Total stockholders’ deficit | |
| (13,376,431 | ) | |
| (9,018,088 | ) |
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit | |
$ | 33,769,912 | | |
$ | 160,643,833 | |
The accompanying notes are an integral part of
these unaudited condensed financial statements.
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 | |
$ | 609,305 | | |
$ | 594,513 | | |
$ | 1,748,605 | | |
$ | 1,000,028 | |
Franchise tax | |
| 10,100 | | |
| 55,145 | | |
| 55,500 | | |
| 279,018 | |
Loss from operations | |
| (619,405 | ) | |
| (649,658 | ) | |
| (1,804,105 | ) | |
| (1,279,046 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other expense | |
| | | |
| | | |
| | | |
| | |
Interest income on Trust Account | |
| 566,173 | | |
| 723,707 | | |
| 1,923,266 | | |
| 1,028,771 | |
| |
| | | |
| | | |
| | | |
| | |
Loss before provision for income taxes | |
| (53,232 | ) | |
| 74,049 | | |
| 119,161 | | |
| (250,275 | ) |
Provision for income taxes | |
| (116,775 | ) | |
| (137,741 | ) | |
| (392,231 | ) | |
| (141,151 | ) |
Net loss | |
$ | (170,007 | ) | |
$ | (63,692 | ) | |
$ | (273,070 | ) | |
$ | (391,426 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, redeemable common stock | |
| 3,638,393 | | |
| 15,500,000 | | |
| 5,457,155 | | |
| 15,500,000 | |
Basic and diluted net loss per common stock, redeemable common stock | |
$ | (0.02 | ) | |
$ | (0.00 | ) | |
$ | (0.02 | ) | |
$ | (0.02 | ) |
Basic and diluted weighted average shares outstanding, non-redeemable common stock, subject to redemption | |
| 6,270,600 | | |
| 6,270,600 | | |
| 6,270,600 | | |
| 6,270,600 | |
Basic and diluted loss per common stock, non-redeemable common stock | |
$ | (0.02 | ) | |
$ | (0.00 | ) | |
$ | (0.02 | ) | |
$ | (0.02 | ) |
The accompanying notes are an integral part of
these unaudited condensed financial statements.
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 | |
| 6,270,600 | | |
$ | 627 | | |
$ | — | | |
$ | (9,018,715 | ) | |
$ | (9,018,088 | ) |
Remeasurement of common stock subject to possible redemption | |
| — | | |
| — | | |
| — | | |
| (1,131,744 | ) | |
| (1,131,744 | ) |
Excise tax accrual on stock redemptions | |
| | | |
| | | |
| | | |
| (1,143,627 | ) | |
| (1,143,627 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| 108,484 | | |
| 108,484 | |
Balance as of March 31, 2023 | |
| 6,270,600 | | |
| 627 | | |
| — | | |
| (11,185,602 | ) | |
| (11,184,975 | ) |
Remeasurement of common stock subject to possible redemption | |
| — | | |
| — | | |
| — | | |
| (905,403 | ) | |
| (905,403 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| (211,546 | ) | |
| (211,546 | ) |
Balance as of June 30, 2023 | |
| 6,270,600 | | |
$ | 627 | | |
$ | — | | |
$ | (12,302,551 | ) | |
$ | (12,301,924 | ) |
Remeasurement of common stock subject to possible redemption | |
| — | | |
| — | | |
| — | | |
| (759,298 | ) | |
| (759,298 | ) |
Excise tax accrual on stock redemptions | |
| — | | |
| — | | |
| — | | |
| (145,202 | ) | |
| (145,202 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| (170,007 | ) | |
| (170,007 | ) |
Balance as of September 30, 2023 | |
| 6,270,600 | | |
$ | 627 | | |
$ | — | | |
$ | (13,377,058 | ) | |
$ | (13,376,431 | ) |
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 | |
| 6,270,600 | | |
$ | 627 | | |
$ | — | | |
$ | (7,104,137 | ) | |
$ | (7,103,510 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| (169,708 | ) | |
| (169,708 | ) |
Balance as of March 31, 2022 | |
| 6,270,600 | | |
| 627 | | |
| — | | |
| (7,273,845 | ) | |
| (7,273,218 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| (158,026 | ) | |
| (158,026 | ) |
Balance as of June 30, 2022 | |
| 6,270,600 | | |
| 627 | | |
| — | | |
| (7,431,871 | ) | |
| (7,431,244 | ) |
Remeasurement of Class A common stock subject to possible redemption | |
| — | | |
| — | | |
| — | | |
| (728,453 | ) | |
| (728,453 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| (63,692 | ) | |
| (63,692 | ) |
Balance as of September 30, 2022 | |
| 6,270,600 | | |
$ | 627 | | |
$ | — | | |
$ | (8,224,016 | ) | |
$ | (8,223,389 | ) |
The accompanying notes are an integral part of
these unaudited condensed financial statements.
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 | |
$ | (273,070 | ) | |
$ | (391,426 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Interest earned on investments held in Trust Account | |
| (1,923,266 | ) | |
| (1,028,771 | ) |
Changes in current assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| 41,250 | | |
| 258,012 | |
Accrued offering costs and expenses | |
| 1,174,095 | | |
| 320,612 | |
Deferred tax liability | |
| (212,062 | ) | |
| — | |
Franchise tax payable | |
| — | | |
| 192,398 | |
Income tax payable | |
| 508,728 | | |
| 141,151 | |
Net cash used in operating activities | |
| (684,325 | ) | |
| (508,024 | ) |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Cash withdrawn from Trust Account to pay taxes | |
| 370,145 | | |
| — | |
Cash withdrawn from Trust Account for redemptions | |
| 128,882,923 | | |
| — | |
Principal deposited in Trust Account | |
| (1,320,000 | ) | |
| — | |
Net cash provided by investing activities | |
| 127,933,068 | | |
| — | |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Redemption of shares | |
| (128,882,923 | ) | |
| — | |
Proceeds from the promissory notes to related parties | |
| 811,310 | | |
| — | |
Net cash used in financing activities | |
| (128,071,613 | ) | |
| — | |
| |
| | | |
| | |
Net change in cash | |
| (822,870 | ) | |
| (508,024 | ) |
Cash, beginning of the period | |
| 823,945 | | |
| 1,046,646 | |
Cash, end of the period | |
$ | 1,075 | | |
$ | 538,622 | |
| |
| | | |
| | |
Supplemental disclosure of non-cash financing activities: | |
| | | |
| | |
Excise tax payable | |
$ | 1,288,829 | | |
$ | — | |
Remeasurement of common stock subject to possible redemption | |
$ | 2,796,445 | | |
$ | 728,453 | |
The accompanying notes are an integral part of
these unaudited condensed financial statements.
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 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 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 IPO. On November 8, 2021,
the underwriter exercised 2,000,000 of the full 2,025,000 over-allotment options available to them and forfeited the
remainder.
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.
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 80% of the assets held in the Trust Account (excluding taxes payable on income
earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete
a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of
the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act. Upon the closing of the IPO, management has agreed that an amount equal to at least $10.20 per
Unit sold in the IPO, including the proceeds from the sale of the Private Placement Shares, will be held in a Trust Account, located in
the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money
market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company,
until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described
below.
Following the closing of
the IPO on November 8, 2021, $158,100,000 ($10.20 per Unit) from the net proceeds sold in the IPO, including the proceeds of
the sale of the Private Placement Shares, was deposited in the Trust Account.
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 $10.20 per Public Share, plus any pro rata interest earned on the funds
held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon
the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be
recorded at redemption value and classified as temporary equity upon the completion of the IPO in accordance with FASB ASC Topic 480 “Distinguishing
Liabilities from Equity” (“ASC 480”).
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.
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 11,076,703 Public Shares exercised their right to redeem their shares for a pro rata portion of
the funds in the Trust Account. As a result, approximately $114.3 million (approximately $10.32 per Public Share) was removed from the
Trust Account to pay such holders and approximately $45.6 million remained in the Trust Account. Following redemptions, the Company had
4,423,297 Public Shares outstanding.
The Company agreed to deposit an aggregate amount of $200,000 (the
“February Extension Payment”) in the Trust Account by February 9, 2023 and to deposit into the Trust Account the same amount
as the February Extension Payment each additional month that is needed for the Company to consummate an initial Business Combination until
August 8, 2023 (unless the Company’s board of directors decides to stop extending the time period earlier than such date).
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 1,337,244 Public Shares exercised their right to redeem their shares for a pro rata portion of the
funds in the Trust Account. As a result, approximately $14.5 million (approximately $10.85 per Public Share) was removed from the Trust
Account to pay such holders, and approximately $33.5 million remained in the Trust Account. Following redemptions, the Company had 3,086,053
Public Shares outstanding.
The Company has agreed to deposit an aggregate amount of $60,000 (the
“August Extension Payment”) in the Trust Account by August 9, 2023 and to deposit into the Trust Account the same amount as
the August Extension Payment each additional month that is needed for the Company to consummate an initial Business Combination until
February 8, 2024 (unless the Company’s board of directors decides to stop extending the time period earlier than such date).
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 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 it 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 the remaining stockholders and the board of directors, dissolve and liquidate, subject
(in the case of (ii) and (iii) above) to the obligations under Delaware law to provide for claims of creditors and the requirements of
other applicable law.
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 ($10.00).
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 $10.20 per Public Share, except as to any claims by a third party
who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have
in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of IPO
against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed
to be unenforceable against a third party, the insiders will not be responsible to the extent of any liability for such third-party claims.
The Company will seek to reduce the possibility that the insiders will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective
target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title,
interest or claim of any kind in or to monies held in the Trust Account.
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 $0.001 per share (“Pubco Ordinary Shares”), European Lithium
shall become a wholly owned subsidiary of Pubco and European Lithium shareholders shall become shareholders of Pubco (the “Share
Exchange”); and immediately thereafter, Merger Sub will merge with and into the Company, with the Company continuing as the surviving
entity and wholly owned subsidiary of Pubco (the “EUR Business Combination”).
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 $11.50 per share (collectively, the “Company Warrants”) will be assumed by Pubco and converted into the right to receive
a warrant to purchase one Pubco Ordinary Share (in lieu of the Company’s common stock) at the same exercise price (collectively,
the “Pubco Warrants”); and
(iii) shareholders of the
Company will receive Pubco Ordinary Shares in the Share Exchange, equal to the amount of shares consisting of (i) $750,000,000, divided
by (ii) the redemption amount per share of the Company’s common stock payable to the Company’s stockholders in connection
with the Closing as provided in the Merger Agreement, and which is referred to as the “Closing Share Consideration.”
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 10% of
the Closing Share Consideration will be contingently issuable to EUR, in the form of an earnout which is subject to certain terms and
conditions relating to the price of Pubco Ordinary Shares, during the five-year period following the consummation of the Business Combination.
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 $5,000,001 (the “Net Tangible
Asset Test”), unless, at the meeting of Company’s stockholders held to approve the EUR Business Combination, the Company’s
stockholders reject a proposal to remove the Net Tangible Asset Test from the Company’s organizational documents and (iii) provide
that the Company shall, by no later than July 14, 2023, prepare and file with the SEC a proxy statement pursuant to which it shall seek
the approval of its stockholders for proposals to amend its organizational documents to extend the time period for it to consummate its
initial Business Combination. The Second Amendment extended the Outside Date to the earlier of (i) the last date for the Company
to consummate its initial Business Combination pursuant to an extension granted pursuant to the Company’s organizational documents
and (ii) September 8, 2023.
Liquidity, Capital Resources and Going Concern
As of September 30, 2023,
the Company had $1,075 of cash in its operating bank account and a working capital deficit of $4,519,576 (excluding franchise and
income taxes payable). As of December 31, 2022, the Company had $823,945 of cash in its operating bank account and a working capital deficit
of $436,721 (excluding franchise and income taxes payable).
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 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries
of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation
itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value
of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations
are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the
same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”)
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any redemption or other repurchase
that occurs after December 31, 2022 in connection with a Business Combination, extension vote 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.
As discussed above, on February
1, 2023, holders of 11,076,703 shares of common stock elected to redeem their shares in connection with the February Extension. As a result,
$114,362,703 was removed from the Company’s Trust Account to pay such holders. Management has evaluated the requirements of the
IR Act and the Company’s operations and has determined that a liability of $1,143,627 should be recorded for the excise tax in connection
with the above-mentioned redemptions. This liability will be reviewed and remeasured at each subsequent reporting period.
As discussed above, on August
7, 2023, holders of 1,337,244 shares of common stock elected to redeem their shares in connection with the August Extension. As a result,
approximately $14.5 million will be removed from the Company’s Trust Account to pay such holders. Management has evaluated the requirements
of the IR Act and the Company’s operations and has determined that a liability of $0.1 million should be recorded for the excise
tax in connection with the above-mentioned redemptions. This liability will be reviewed and remeasured at each subsequent reporting period.
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.
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 $1,075
and $823,945 in cash as of September 30, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents
as of September 30, 2023 and December 31, 2022.
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 $370,145 and $762,917, respectively,
of the interest income from the Trust Account to pay its tax obligations.
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. |
Funds in the Company’s
Trust Account were invested in money market funds as of September 30, 2023 and classified as trading securities and Level 1 in the hierarchy
of fair value measurements with carrying value approximating fair value.
| |
Carrying
Value as of
September 30,
2023 | | |
Gross
Unrealized
Gains | | |
Gross
Unrealized
Losses | | |
Fair Value
as of
September 30,
2023 | |
Money market funds | |
$ | 33,749,670 | | |
$ | — | | |
$ | — | | |
$ | 33,749,670 | |
Funds in the Company’s
Trust Account were invested in U.S. Treasury securities as of December 31, 2022 and classified as held-to-maturity and Level 1 in the
hierarchy of fair value measurements as follows:
| |
Carrying Value as of December 31, 2022 | | |
Gross Unrealized Gains | | |
Gross Unrealized Losses | | |
Fair Value as of December 31, 2022 | |
U.S. Treasury securities | |
$ | 159,750,571 | | |
$ | 77,162 | | |
$ | — | | |
$ | 159,827,733 | |
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 15,500,000
shares of common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such
Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the
Business Combination and in connection with certain amendments to the Company’s second Amended and Restated Certificate of Incorporation.
In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption
provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent
equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are
excluded from the provisions of ASC 480. Accordingly, as of September 30, 2023 and December 31, 2022, 3,086,053 and 15,500,000 shares
of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of
the Company’s balance sheets.
The common stock subject
to possible redemption reflected on the balance sheets as of September 30, 2023 and December 31, 2022 is reconciled in the following table:
Gross Proceeds | |
$ | 155,000,000 | |
Less: | |
| | |
Fair value of public warrants | |
| (6,062,414 | ) |
Common stock issuance costs | |
| (10,936,100 | ) |
Plus: | |
| | |
Remeasurement of carrying value to redemption value | |
| 21,759,260 | |
Common stock subject to possible redemption (December 31, 2022) | |
| 159,760,746 | |
Less: | |
| | |
Redemption | |
| (128,882,923 | ) |
Plus: | |
| | |
Remeasurement of carrying value to redemption value | |
| 2,796,444 | |
Common stock subject to possible redemption (September 30, 2023) | |
$ | 33,674,267 | |
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. Accordingly, basic and diluted income (loss) per common stock
is calculated as follows:
| |
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 | |
$ | (62,423 | ) | |
$ | (45,347 | ) | |
$ | (127,065 | ) | |
$ | (278,683 | ) |
Basic and diluted weighted average shares outstanding, redeemable common stock | |
| 3,638,393 | | |
| 15,500,000 | | |
| 5,457,155 | | |
| 15,500,000 | |
Basic and diluted net loss per common stock | |
$ | (0.02 | ) | |
$ | (0.00 | ) | |
$ | (0.02 | ) | |
$ | (0.02 | ) |
Non-Redeemable Common Stock | |
| | | |
| | | |
| | | |
| | |
Net loss allocable to non-redeemable common stock | |
$ | (107,584 | ) | |
$ | (18,345 | ) | |
$ | (146,005 | ) | |
$ | (112,743 | ) |
Basic and diluted weighted average shares outstanding, non-redeemable common stock | |
| 6,270,600 | | |
| 6,270,600 | | |
| 6,270,600 | | |
| 6,270,600 | |
Basic and diluted net loss per common stock | |
$ | (0.02 | ) | |
$ | (0.00 | ) | |
$ | (0.02 | ) | |
$ | (0.02 | ) |
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 $250,000. The Company
has not experienced losses on this account.
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 219.370% and
(186.01)% for the three months ended September 30, 2023 and 2022, respectively, (329.159%) and 56.40% for the nine months ended
September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine
months ended September 30, 2023 and 2022, due to changes in fair value in warrant liability and the valuation allowance on the
deferred tax assets.
ASC 740 also clarifies the
accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold
and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and
transition.
The Company recognizes accrued
interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts
accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position.
The Company has identified
the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities
since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax
jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of
unrecognized tax benefits will materially change over the next twelve months.
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 15,500,000 Units, which included the partial exercise of 2,000,000 of the underwriters’
full 2,025,000 over-allotment option, at a price of $10.00 per Unit, generating gross proceeds of $155,000,000. Each Unit
consists of one share of common stock and one-half of one redeemable warrant. Each Public Warrant entitles the holder to purchase
one share of common stock at a price of $11.50 per share.
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 770,000 Private Placement Shares at a
price of $10.00 per Private Placement Share, for an aggregate purchase price of $7,700,000. Of the total Private Placement Shares
sold, 722,750 were purchased by the Sponsor, and 47,250 were purchased by Cantor.
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 $25,000 in consideration for 2,875,000 shares of common stock (the “Founder Shares”). On
March 2, 2021, the Company effected a stock dividend of 1.25-for-1 for each common stock held by the Sponsor, resulting in the
Sponsor holding an aggregate of 3,593,750 shares of common stock, of which up to 468,750 shares were subject to forfeiture. On
September 15, 2021, the Company effected an additional 1.4-for-1 dividend, resulting in 5,031,250 Founder Shares, of which up
to 656,250 shares were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in
full or in part, so that the Sponsor collectively owns shares equal to 35% of the shares issued in the IPO.
On November 3, 2021, the
Company effected an additional 1.08-for-1 dividend, and as a result, the Company’s initial stockholders held 5,433,750 Founder Shares,
which included an aggregate of up to 708,750 shares subject to forfeiture. On November 8, 2021, the underwriter partially
exercised its over-allotment option and purchased an additional 2,000,000 Units out of the 2,025,000 available to them and forfeited the
remainder. As a result, 8,750 Founder Shares were forfeited resulting in an aggregate of 5,425,000 Founder Shares outstanding.
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 $150,000. The Promissory Note is non-interest bearing and expired upon the consummation
of the IPO. As of September 30, 2023, and December 31, 2022, the Company had $129,437 and $153,127 outstanding under the Promissory
Note, respectively, which is now without fixed terms and due on demand. The Sponsor acknowledged that the Company is not in default.
On February 6, 2023, the Company
issued a promissory note in the principal amount of $200,000 to the Sponsor in connection with payments to be made into the Trust Account
for the Extension (the “Extension Note”). The Extension Note bears no interest and is due and payable upon the consummation
of the Company’s initial Business Combination. As of September 30, 2023, the Company had borrowed an additional principal amount
of $400,000 on the same terms as the Extension Note.
On February 6, 2023, the Sponsor
raised $400,000 from existing Company investors, and on April 17, 2023, the Sponsor loaned to the Company $400,000 to partially fund the
February Extension and to provide working capital to the Company.
On July 6, 2023, the Sponsor
raised $200,000 from existing Company investors and loaned to the Company $200,000 to partially fund the February Extension and to provide
working capital to the Company.
On July 31, 2023, the Sponsor
raised $175,000 from existing Company investors and loaned to the Company $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 the Company $60,000 to cover working capital expenses and certain extension
payments.
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 $10,000 per month for office space, utilities and secretarial support.
For the three and nine months ended September 30, 2023, $30,000 and $90,000 had been incurred and paid, respectively. For the three and
nine months ended September 30, 2022, $30,000 and $90,000 had been incurred and paid, respectively.
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 $1,500,000 of
notes may be converted upon completion of a Business Combination into Units at a price of $10.00 per Unit. In the event that a Business
Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans,
but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2023 and December 31,
2022, no such Working Capital Loans were outstanding.
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 2,025,000 additional Units to cover over-allotments,
if any, at the IPO price less the underwriting discounts and commissions. On November 8, 2021, the underwriters partially exercised this
option and purchased an additional 2,000,000 Units and forfeited the remaining 25,000 available.
The underwriters received
a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $2,700,000 (which is capped at $2,700,000 with
the remaining $400,000 deferred to the close of the 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 IPO, or $6,750,000 (or up to $8,150,000, inclusive
of the $400,000 deferral noted above, if the underwriters’ over-allotment is exercised in full) upon consummation of the
Business Combination.
The underwriters agreed to
reimburse the Company a portion of expenses related to the IPO. A total of $543,450 was reimbursed to the Company by the underwriters
in pursuant of this agreement.
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 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 the transaction expenses and other liabilities of the
Company.
Consulting and Advisory Services Fees
The Company engaged Cohen &
Company Capital Markets (“CCM”), an affiliate of a passive member of the Sponsor, to provide consulting and advisory services
in connection with the IPO, for which it received an advisory fee equal to 0.6% of the aggregate proceeds of the IPO, net of underwriter’s
expenses. This fee was deducted from the underwriting fees paid to Cantor as described above. Affiliates of CCM have and manage investment
vehicles with a passive investment in the Sponsor. CCM agreed to defer the portion of its fee resulting from exercise of the underwriters’
over-allotment option until the consummation of the Company’s initial Business Combination. The Company has also engaged CCM
as an advisor in connection with the Company’s initial Business Combination for which it will earn an advisory fee of 1.5% of the
proceeds of the IPO payable at the Closing, which will be deducted from the deferred underwriting fee paid to Cantor as described above. CCM’s
fees will be offset from the underwriting fees described above and will not result in any incremental fees to the Company.
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.
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 $1,500,000, plus an additional fee of up to $3,750,000 depending on the amount of funds remaining in the Trust Account. The advisory
fee is to be paid upon completion of the Business Combination.
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 $5,000,000 to be paid upon successful completion of the Business Combination.
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 5% of the PIPE financing proceeds, to be shared equally between CCM and
Jett Capital.
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:
| ● | $20,000
per month until the three (3) month anniversary of the announcement date of the Business Combination, pro-rated for any partial
month, which is expensed by the Company as incurred; |
| ● | a
transaction fee of $250,000, payable immediately upon completion of the Business Combination (and which shall be waived if the Business
Combination is not completed for any reason) and |
| ● | a
performance-based fee of $250,000, payable immediately upon completion of the Business Combination, based on certain performance
indicators related to market capitalization of the combined company. |
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 1,000,000 shares of preferred stock with a par value of $0.0001 and with such designations,
voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September
30, 2023 and December 31, 2022, there was no preferred stock issued or outstanding.
Common Stock — The
Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. As of September
30, 2023, there were 9,356,653 shares of common stock issued and outstanding, which includes 5,425,000 Founder Shares, 75,600 EBC
Shares, 770,000 Private Placement Shares and 3,086,053 Public Shares. As of December 31, 2022, there were 21,770,600 shares
of common stock issued and outstanding, which includes 5,425,000 Founder Shares, 75,600 EBC Shares, 770,000 Private
Placement Shares and 15,500,000 Public Shares.
EBC Shares — On
October 12, 2020, the Company issued to the designees of EBC 100,000 EBC Shares for nominal consideration. On March 2,
2021, the Company effected a 1.25-for-1 dividend resulting in 125,000 EBC Shares, 25,000 of which EBC returned to
the Company, at no cost, resulting in 100,000 EBC shares. On March 9, 2021, the Company issued to EBC and its designees
an additional 100,000 EBC Shares at a price of $0.0001 per share, resulting in 200,000 EBC Shares being outstanding.
On July 12, 2021, EBC
returned 150,000 EBC Shares to the Company, at no cost, which were subsequently canceled. This return resulted in pre-dividend
EBC Shares outstanding of 50,000. The number of EBC Shares outstanding increased to 70,000 after giving effect to the stock
dividend of 1.4-for-1 on September 15, 2021, which is what was outstanding as of September 30, 2021. On November 3, 2021, the Company
issued a stock dividend of 1.08-for-1, which resulted in 75,600 EBC Shares outstanding.
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
$870.
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 7,750,000 Public Warrants issued or outstanding. The Public Warrants
will become exercisable 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company
has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current
prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of
common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a
Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when
the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption
provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption,
is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years
after the completion of a Business Combination or earlier upon redemption or liquidation.
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,
and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. |
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.
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 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 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 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 amount funded under the Prepayment Amount (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).
A termination fee (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 the Company 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 the Trust Account of the Company and payment of the Termination Fee described in the provisions of
the Term Sheet relating the Termination Fee, the Company 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 deadline for redemptions of shares of the Company’s
common stock under the Company’s Amended and Restated Certificate of Incorporation (the “Redemption Deadline”). The
Company 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 the Trust Account of the Company).
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 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 the transaction expenses and other liabilities of the
Company.
On October 10, 2023, the Sponsor
raised $75,000 from existing Company investors and loaned to the Company $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 agreed to loan to the Company up to $120,000 to cover working capital expenses
and certain extension payments.
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.
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).
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.
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.
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.
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.
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.
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.
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.
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 | |
| — | | |
| — | | |
| — | | |
| — | |
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.
Exhibit
Number |
|
Description |
1.1 |
|
Amendment to Underwriting Agreement, dated October 26, 2023, between the Company and Cantor (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 1, 2023). |
2.1 |
|
Second Amendment to Agreement and Plan of Merger, dated by and among the Company, EUR, European Lithium, Pubco and the other parties thereto (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on July 7, 2023). |
3.1 |
|
Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on August 10, 2023). |
10.1 |
|
Term Sheet, dated October 25, 2023, by and among Investor, the Company and Pubco (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 27, 2023). |
31.1 |
|
Certification of the Principal Executive Officer pursuant to Rule 13a-14(A) and Rule 15d-14(A) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.* |
31.2 |
|
Certification of the Principal Financial Officer pursuant to Rule 13a-14(A) and Rule 15d-14(A) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.* |
32.1 |
|
Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
32.2 |
|
Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
101.INS |
|
Inline
XBRL Instance Document.* |
101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document.* |
101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.* |
101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document.* |
101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document.* |
101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.* |
104 |
|
Cover
Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* |
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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