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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September
30, 2023
☐
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 001-40679
SEP
ACQUISITION CORP.
(Exact name of registrant as specified in
its charter)
Delaware |
|
86-2365445 |
(State or other jurisdiction of incorporation or organization) |
|
(IRS Employer Identification No.) |
3737 Buffalo Speedway, Suite 1750
Houston, TX 77098
(Address of principal executive offices
and zip code)
(713) 715-6820
(Registrant’s telephone number, including
area code)
N/A
(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 Class A common stock and one-half of one warrant |
|
SEPAU |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Class A common stock, par value $0.0001 per share |
|
SEPA |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
SEPAW |
|
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 (Section
232.405 of this chapter) during the preceding 12 months (or 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 3,719,634 shares of the registrant’s
Class A common stock, par value $0.0001 per share (including those shares held as a constituent part of the registrant’s units), and 2,095,000 shares of the registrant’s Class B common stock, par value
$0.0001 per share issued and outstanding.
SEP ACQUISITION CORP.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEP ACQUISITION CORP.
CONDENSED
CONSOLIDATED BALANCE SHEETS
| |
September 30, 2023 | | |
December 31, 2022 | |
ASSETS | |
(Unaudited) | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 518,494 | | |
$ | 1,343,809 | |
Prepaid expenses and other current assets | |
| 60,953 | | |
| 165,398 | |
Total current assets | |
| 579,447 | | |
| 1,509,207 | |
Investments held in Trust Account | |
| 13,669,258 | | |
| — | |
Restricted cash held with Trustee | |
| — | | |
| 22,468,765 | |
Total Assets | |
$ | 14,248,705 | | |
$ | 23,977,972 | |
| |
| | | |
| | |
LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 832,558 | | |
$ | 62,676 | |
Franchise tax payable | |
| 30,000 | | |
| 62,765 | |
Income tax payable | |
| 506,603 | | |
| 506,603 | |
Promissory note - related party | |
| — | | |
| 960,000 | |
Convertible promissory note – related party, net of debt discount | |
| 729,341 | | |
| — | |
Derivative liability
| |
| 142,761 | | |
| —
| |
Accrued interest on promissory note - related party | |
| 45,501 | | |
| 2,420 | |
Stockholder redemption payable | |
| — | | |
| 9,136,168 | |
Total current liabilities | |
| 2,286,764 | | |
| 10,730,632 | |
Warrant liabilities | |
| 1,606,231 | | |
| 851,661 | |
Deferred underwriting fee payable | |
| — | | |
| 6,314,525 | |
Total Liabilities | |
| 3,892,995 | | |
| 17,896,818 | |
| |
| | | |
| | |
Commitments and Contingencies (Note 6) | |
| | | |
| | |
Class A common stock, $0.0001 par value, subject to possible redemption; 1,304,259 shares at redemption value at September 30, 2023 and December 31, 2022 | |
| 13,669,258 | | |
| 13,332,597 | |
| |
| | | |
| | |
Stockholders’ Deficit | |
| | | |
| | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
| — | | |
| — | |
Class A common stock, $0.0001 par value; 150,000,000 shares authorized; no shares issued and outstanding (excluding 1,304,259 shares subject to possible redemption at September 30, 2023 and December 31, 2022) | |
| — | | |
| — | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 4,510,375 shares issued and outstanding at September 30, 2023 and December 31, 2022 | |
| 451 | | |
| 451 | |
Additional paid-in capital | |
| 115,200 | | |
| — | |
Accumulated deficit | |
| (3,429,199 | ) | |
| (7,251,894 | ) |
Total Stockholders’ Deficit | |
| (3,313,548 | ) | |
| (7,251,443 | ) |
TOTAL LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS' DEFICIT | |
$ | 14,248,705 | | |
$ | 23,977,972 | |
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
SEP ACQUISITION CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
|
|
|
|
|
| | |
|
|
|
|
|
| |
| |
Three Months Ended
September 30, | | |
Nine Months Ended
September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Formation and operating costs | |
$ | 1,149,131 | | |
$ | 223,899 | | |
$ | 1,610,282 | | |
$ | 656,811 | |
Franchise tax | |
| 70,000 | | |
| 50,000 | | |
| 154,339 | | |
| 150,598 | |
Loss from operations | |
| (1,219,131 | ) | |
| (273,899 | ) | |
| (1,764,621 | ) | |
| (807,409 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other (expense) income | |
| | | |
| | | |
| | | |
| | |
Interest expense on promissory note - related party | |
| (26,156 | ) | |
| — | | |
| (54,719 | ) | |
| — | |
Change in fair value of derivative liability
| |
| (15,664 | ) | |
| — | | |
| (15,664 | ) | |
| — | |
Earnings on trading securities | |
| 6,917 | | |
| — | | |
| 17,744 | | |
| — | |
Realized gain on investments held in Trust Account | |
| — | | |
| 410,818 | | |
| — | | |
| 521,431 | |
Unrealized gain on investments held in Trust Account | |
| 114,856 | | |
| 487,146 | | |
| 416,661 | | |
| 678,622 | |
Unrealized (loss) gain from change in fair value of warrant liabilities | |
| (924,903 | ) | |
| 2,043,984 | | |
| (754,570 | ) | |
| 6,472,616 | |
Gain on waiver of deferred underwriting commissions by underwriter | |
| — | | |
| — | | |
| 299,940 | | |
| — | |
Total other (expense) income, net | |
| (844,950 | ) | |
| 2,941,948 | | |
| (90,608 | ) | |
| 7,672,669 | |
| |
| | | |
| | | |
| | | |
| | |
Net (loss) income | |
$ | (2,064,081 | ) | |
$ | 2,668,049 | | |
$ | (1,855,229 | ) | |
$ | 6,865,260 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding, Class A common stock subject to possible redemption | |
| 1,304,259 | | |
| 18,041,500 | | |
| 1,304,259 | | |
| 18,041,500 | |
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption | |
$ | (0.33 | ) | |
$ | 0.13 | | |
$ | (3.70 | ) | |
$ | 0.32 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding, Class B common stock | |
| 4,510,375 | | |
| 4,510,375 | | |
| 4,510,375 | | |
| 4,510,375 | |
Basic and diluted net income per share, Class B common stock | |
$ | (0.36 | ) | |
$ | 0.08 | | |
$ | 0.66 | | |
$ | 0.25 | |
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
SEP ACQUISITION CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(UNAUDITED)
| |
|
|
|
|
|
| | |
|
|
|
|
|
| | |
| | |
| | |
| |
| |
Class A Common Stock | | |
Class B Common Stock | | |
Additional Paid-in | | |
Accumulated | | |
Total
Stockholders' | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance as of December 31, 2022 | |
| — | | |
$ | — | | |
| 4,510,375 | | |
$ | 451 | | |
$ | — | | |
$ | (7,251,894 | ) | |
$ | (7,251,443 | ) |
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of March 31, 2023 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (141,323 | ) | |
| (141,323 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 9,167 | | |
| 9,167 | |
Balance as of March 31, 2023 | |
| — | | |
$ | — | | |
| 4,510,375 | | |
$ | 451 | | |
$ | — | | |
$ | (7,384,050 | ) | |
$ | (7,383,599 | ) |
Waiver of deferred underwriting commissions by underwriter (see Note 6) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 6,014,585 | | |
| 6,014,585 | |
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of June 30, 2023 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (160,482 | ) | |
| (160,482 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 199,685 | | |
| 199,685 | |
Balance as of June 30, 2023 | |
| — | | |
$ | — | | |
| 4,510,375 | | |
$ | 451 | | |
$ | — | | |
$ | (1,330,262 | ) | |
$ | (1,329,811 | ) |
Deemed contribution resulting from debt extinguishment | |
| — | | |
| — | | |
| — | | |
| — | | |
| 115,200 | | |
| — | | |
| 115,200 | |
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of September 30, 2023 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (34,856 | ) | |
| (34,856 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (2,064,081 | ) | |
| (2,064,081 | ) |
Balance as of September 30, 2023 | |
| — | | |
$ | — | | |
| 4,510,375 | | |
$ | 451 | | |
$ | 115,200 | | |
$ | (3,429,199 | ) | |
$ | (3,313,548 | ) |
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
SEP ACQUISITION CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(UNAUDITED)
| |
|
|
|
|
|
| | |
|
|
|
|
|
| | |
| | |
| | |
| |
| |
Class A Common Stock | | |
Class B Common Stock | | |
Additional
Paid-in | | |
Accumulated | | |
Total Stockholders' | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance as of December 31, 2021 | |
| — | | |
$ | — | | |
| 4,510,375 | | |
$ | 451 | | |
$ | — | | |
$ | (12,786,739 | ) | |
$ | (12,786,288 | ) |
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of March 31, 2022 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (71,491 | ) | |
| (71,491 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,671,654 | | |
| 1,671,654 | |
Balance as of March 31, 2022 | |
| — | | |
$ | — | | |
| 4,510,375 | | |
$ | 451 | | |
$ | — | | |
$ | (11,186,576 | ) | |
$ | (11,186,125 | ) |
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of June 30, 2022 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (230,598 | ) | |
| (230,598 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,525,557 | | |
| 2,525,557 | |
Balance as of June 30, 2022 | |
| — | | |
$ | — | | |
| 4,510,375 | | |
$ | 451 | | |
$ | — | | |
$ | (8,891,617 | ) | |
$ | (8,891,166 | ) |
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of September 30, 2022 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (897,964 | ) | |
| (897,964 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,668,049 | | |
| 2,668,049 | |
Balance as of September 30, 2022 | |
| — | | |
$ | — | | |
| 4,510,375 | | |
$ | 451 | | |
$ | — | | |
$ | (7,121,532 | ) | |
$ | (7,121,081 | ) |
SEP ACQUISITION CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
| | |
| |
| |
For the nine
months ended
September 30,
2023 | | |
For the nine
months ended
September 30,
2022 | |
Cash Flows from Operating Activities: | |
| | | |
| | |
Net (loss) income | |
$ | (1,855,229 | ) | |
$ | 6,865,260 | |
Adjustments to reconcile net income to net cash used in operating activities: | |
| | | |
| | |
Realized gain on investments held in Trust Account | |
| — | | |
| (521,431 | ) |
Unrealized gain on investments held in Trust Account | |
| (416,661 | ) | |
| (678,622 | ) |
Accrued interest expense on promissory note - related party | |
| 54,719 | | |
| — | |
Change in fair value of derivative liability
| |
| 15,664 | | |
| — | |
Unrealized loss (gain) from change in fair value of warrant liabilities | |
| 754,570 | | |
| (6,472,616 | ) |
Gain on waiver of deferred underwriting commissions by underwriter | |
| (299,940 | ) | |
| — | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| 104,445 | | |
| 212,774 | |
Accounts payable and accrued expenses | |
| 769,882 | | |
| (100,561 | ) |
Franchise tax payable | |
| (32,765 | ) | |
| (119,265 | ) |
Net cash used in operating activities | |
| (905,315 | ) | |
| (814,461 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Purchase of U.S. government treasury obligations | |
| (40,450,597 | ) | |
| (365,098,000 | ) |
Proceeds from redemption of U.S. government treasury obligations | |
| 27,198,000 | | |
| 365,098,000 | |
Net cash used in investing activities | |
| (13,252,597 | ) | |
| — | |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Payment to redeeming stockholders | |
| (9,136,168 | ) | |
| — | |
Net cash used in financing activities | |
| (9,136,168 | ) | |
| — | |
| |
| | | |
| | |
Net Change in Cash, Cash Equivalents and Restricted Cash | |
| (23,294,080 | ) | |
| (814,461 | ) |
Cash and Cash Equivalents - Beginning of period | |
| 23,812,574 | | |
| 842,059 | |
Cash and Cash Equivalents - End of period | |
$ | 518,494 | | |
$ | 27,598 | |
| |
| | | |
| | |
Non-cash investing and financing activities: | |
| | | |
| | |
Waiver of deferred underwriting commissions by underwriter (see Note 6) | |
$ | 6,014,585 | | |
$ | — | |
Deemed contribution resulting from debt extinguishment
| |
$ | 115,200 | | |
$
| — | |
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of September 30, 2023 and 2022 | |
$ | 336,661 | | |
$ | 1,200,053 | |
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN
SEP
Acquisition Corp. and its wholly-owned and controlled subsidiary SEP Acquisition Holdings Inc. (together the
“Company”) formerly known as Mercury Ecommerce Acquisition Corp. (name of the Company changed on December 21,
2022), is a blank check company incorporated in Delaware on March 1, 2021. The Company was formed for the purpose of entering
into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses (a “Business Combination”). The Company is not limited to a particular industry or
geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth
company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies.
As
of September 30, 2023, the Company had not commenced any operations. All activity for the three and nine months ended September
30, 2023 and for the three and nine months ended September 30, 2022 relates to the Company’s formation and the initial public
offering (“Initial Public Offering”), which is described in Note 3, along with costs associated with the search for
a target to enter into the Business Combination with the Company. The Company will not generate any operating revenues until after
the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of realized
gains from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The
registration statement for the Company’s Initial Public Offering was declared effective on July 27, 2021. On July 30, 2021,
the Company consummated the Initial Public Offering of 17,500,000 units (the “Units” and, with respect to the shares
of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds
of $175,000,000 which is described in Note 3.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 7,850,000 warrants (the “Private Placement
Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Mercury Sponsor Group I LLC (the
“Sponsor”), generating gross proceeds of $7,850,000, which is described in Note 4.
The
Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units to
cover over-allotments, if any. On August 20, 2021, the underwriter partially exercised the over-allotment option and purchased
an additional 541,500 Units (the “Over-Allotment Units”), generating gross proceeds of $5,415,000, and incurred $108,300
in cash underwriting fees and $189,525 that will be payable to the underwriter for deferred underwriting commissions, which is
described in Note 3. On June 30, 2023, the underwriter agreed to waive its rights to its portion of the fee payable by the Company
for deferred underwriting commissions, which is described in Note 6.
Simultaneously
with the underwriter partially exercising the over-allotment option, the Sponsor purchased an additional 162,450 warrants (the
“Over-Allotment Private Placement Warrants”) at a price of $1.00 per Over-Allotment Private Placement Warrant ($162,450
in the aggregate), which is described in Note 4.
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
In
addition, the Sponsor agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised
in full by the underwriter. The underwriter partially exercised its over-allotment option on August 20, 2021 and forfeited the
remainder of the option; thus, 520,875 Founder Shares were forfeited by the Sponsor, which is described in Note 5.
Transaction
costs amounted to $15,401,418 consisting of $3,608,300 of underwriting fees, $6,314,525 of deferred underwriting fees, $764,193
of other offering costs, and $4,714,400 of the excess fair value of the Founder Shares sold over the purchase price of $4,150
(see Note 5).
Following
the closing of the Initial Public Offering and partial exercise of the underwriter’s over-allotment option, a total of $182,219,150
from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Private Placement Warrants, the
sale of the Over-Allotment Units, and the sale of the Over-Allotment Private Placement Warrants was placed in a Trust Account
(the “Trust Account”) and invested only in U.S. government treasury obligations with maturities of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct
U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the funds held in the Trust Account, as described below.
The
Company will provide its stockholders with the opportunity to redeem all or a portion of their 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. The stockholders will be entitled to redeem their shares for a pro rata portion
of the amount held in the Trust Account (initially $10.10 per share), calculated as of two business days prior to the completion
of a Business Combination, including 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
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation
of such Business Combination (or the Company's stockholder vote to remove the net tangible asset requirement from the Company's amended and restated certificate of incorporation (the "Amended and Restated Certificate of Incorporation")) and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder
vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder
vote for business or other reasons, the Company will, pursuant to the Amended
and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities
and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination.
If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined
in Note 5) have agreed to vote their Founder Shares and any Public Shares purchased in or after the Initial Public Offering in
favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with
a stockholder vote to approve a Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares,
without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding
the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant
to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior
written consent.
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
The
initial stockholders have agreed to waive (a) their redemption rights with respect to any Founder Shares and any Public Shares
held by them in connection with the completion of an initial Business Combination, (b) their redemption rights with respect to
any Founder Shares and Public Shares held by them in connection with a stockholder vote to approve an amendment to the Amended
and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide holders
of Class A common stock the right to have their shares redeemed or to provide for the redemption of Public Shares in connection
with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business
Combination within the Combination Period (as defined below), or with respect to any other material provision relating to stockholder
rights or pre-initial Business Combination activity and (c) their rights to liquidating distributions from the Trust Account with
respect to any Founder Shares held by them if the Company fails to complete an initial Business Combination within the Combination
Period (as defined below). However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering,
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 (as defined below).
The
Company initially had 18 months, or 24 months if the Company had signed a definitive agreement with respect to an initial Business
Combination within such 18-month period from the closing of the Initial Public Offering to complete a Business Combination. Following
approval of the Extension Proposal (defined below), the Company has until July 30, 2024 to complete a Business Combination (the
"Combination Period"). If the Company is unable to complete a Business Combination within the Combination Period, 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, subject to lawfully available funds therefor, redeem the Public Shares, at a per share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals
and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the Company’s remaining stockholders and board of directors, dissolve and liquidate, subject in each
case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will
expire worthless if the Company fails to complete an initial Business Combination within the Combination Period.
On
December 20, 2022, the Company held a special meeting of stockholders where the Company’s stockholders approved the Extension
Amendment, extending the date by which the Company must consummate a business combination from January 30, 2023 (or July 30, 2023,
if the Company had executed a definitive agreement for a business combination by January 30, 2023) to July 30, 2024 (the “Extension
Proposal”). In connection with the Extension Proposal, the Company was required to permit public stockholders to redeem
their shares of the Company’s Class A Common Stock. Of the 18,041,500 shares of the Company’s Class A common stock
outstanding, the holders of 16,737,241 shares of the Company’s Class A common stock elected to redeem their shares at a
per share redemption price of approximately $10.22. As a result, the Company transferred cash in the amount of $185,001,686 to
the Trustee, of which $171,094,003 was designated to pay such holders who had elected to redeem their shares in connection with
the Extension Proposal. As of December 31, 2022, $161,957,835 had been paid to the redeeming stockholders and $22,468,765 remained
in restricted cash, $9,136,168 of which was paid subsequent to December 31, 2022 to such holders who elected to redeem their shares.
Following the redemptions, the Company had 1,304,259 shares of the Company’s Class A Common Stock outstanding and $13,332,597
remained in the Trust Account (i.e. approximately $10.22 per share of the Company’s Class A Common Stock).
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
In
order to protect the amounts in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the
extent any claims by a third party (other than the Company’s independent registered accounting firm) for services rendered
or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction
agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) the actual amount per
Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due
to reductions in the value of the trust assets, in each case net of permitted withdrawals, except as to any claims by a third
party (including such target business) that executed a waiver of any and all rights to the monies held in the Trust Account (whether
any such waiver is enforceable) and except as to any claims under the Company’s indemnity or contribution of the underwriter
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the
Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s
independent registered 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.
Nasdaq
Notifications
On
January 22, 2023, the Company received a written notice from the listing qualifications department staff of The Nasdaq Stock Market
(“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5550(a)(4), due to the Company’s
failure to meet the minimum 500,000 publicly held shares requirement for continued listing on the Nasdaq Capital Market. On February
9, 2023, the Company submitted to Nasdaq a plan to regain compliance with Listing Rule 5550(a)(4), pursuant to which the Company’s
Chairman, Mr. Blair Garrou, agreed to sell 80,000 of the shares of Class A Common Stock he is deemed to beneficially own through
Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC by means of private sales to unaffiliated buyers. After the private
sales of 80,000 shares of Class A common stock to unaffiliated buyers, the Company has 509,259 publicly held shares as defined
in Listing Rule 5001(a)(35) of the Nasdaq Rules. Based on the Company’s submission, the Company received a letter on February
27, 2023, in which the Nasdaq staff determined to grant the Company an extension of time to regain compliance with the Listing
Rule 5550(a)(4). Under the terms of the extension, the Company was required to file with the SEC and Nasdaq a public document
containing the Company’s current total shares outstanding and a beneficial ownership table in accordance with SEC proxy
rules on or before March 31, 2023, which the Company complied with by virtue of filing the beneficial ownership table in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2022. On April 4, 2023, the Company received a written notice from
the listing qualifications department of Nasdaq stating that the Nasdaq staff had determined that the Company was in compliance
with Listing Rule 5550(a)(4) and that the matter was now closed.
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
On
March 28, 2023, the Company received a written notice from the listing qualifications department staff of Nasdaq notifying the
Company that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”)
was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule
5550(b)(2) (the “Market Value Standard”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company had
180 calendar days, or until September 25, 2023, to regain compliance with the Market Value Standard. To regain compliance with
the Market Value Standard, the MVLS for the Company’s common stock was required to be at least $35 million for a minimum of 10 consecutive
business days at any time during this 180-day period.
On
September 27, 2023, the Company received a determination letter (“the Letter”) from the Staff of Nasdaq stating
that the Company had not regained compliance with the MVLS standard, since the Company’s Class A Common Stock, was
below the $35 million minimum MVLS requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule
5550(b)(2) and had not been at least $35 million for a minimum of 10 consecutive business days at any time during the 180-day
grace period granted to the Company. Pursuant to the Letter, unless the Company requested a hearing to appeal
this determination by 4:00 p.m. Eastern Time on October 4, 2023, the Company’s Class A Common Stock would have been
delisted from The Nasdaq Capital Market, trading of the Company’s Class A Common Stock would have been suspended at the
opening of business on October 6, 2023, and a Form 25-NSE would have been filed with the SEC, which would have removed the
Company’s securities from listing and registration on Nasdaq. On October 3, 2023 the Company requested a hearing before
the Nasdaq Hearings Panel (the “Panel”) to appeal the Letter received on September 27, 2023.
On October 23, 2023, the Company received a letter from the Staff of Nasdaq notifying the Company that
it has regained compliance with Nasdaq’s $35 million minimum MVLS requirement, and the Company is therefore in compliance
with The Nasdaq Capital Market’s listing requirements. As a result, Nasdaq has cancelled the hearing requested by the Company
to appeal the Staff’s prior delisting determination and has confirmed that the Company’s Class A Common Stock will
continue to be listed and traded on The Nasdaq Capital Market under the symbol “SEPA.” In order to bring the Company
into compliance with the MVLS standard, the Sponsor elected to convert 2,415,375 of its shares of Class B Common Stock into 2,415,375
shares of Class A Common Stock (see Note 11) so that the Company's MVLS exceeded the $35 million minimum requirement.
SANUWAVE
Merger Agreement
On
August 23, 2023, the Company, a Delaware corporation (“Acquiror” or “SPAC”), entered into an Agreement and
Plan of Merger (the “Merger Agreement”) by and among the Company, SEP Acquisition Holdings Inc., a Nevada corporation
and a wholly owned subsidiary of the Company (“Merger Sub”) (Merger Sub and SEP Acquisition Corp. are collectively the “Company”), and SANUWAVE Health, Inc., a Nevada corporation (the “SANUWAVE”).
The transactions contemplated by the Merger Agreement are referred to herein as the “Merger” or the “Merger Agreement”
whereby the Merger between the Company and SANUWAVE will be effected at the effective time (the “Effective Time”). The
terms of the Merger Agreement, which contains customary representations and warranties, covenants, closing conditions and other
terms relating to the Merger and the other transactions contemplated hereby, are summarized below.
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
Pursuant
to the Merger Agreement, at the closing of the Merger, the SANUWAVE Security Holders of (i) SANUWAVE Common Stock, (ii) in-the-money
outstanding options to purchase SANUWAVE Common Stock, immediately prior to the Effective Time, (iii) in-the-money SANUWAVE Warrants
that are outstanding and unexercised and have not been exchanged for shares of SANUWAVE Common Stock immediately prior to the
Effective time, and (iv) the holders of SANUWAVE convertible promissory notes that are outstanding and unexercised and have not
been exchanged for shares of SANUWAVE Common Stock immediately prior to the Effective Time, shall be entitled to receive from
the Company, in aggregate, an amount equal to 7,793,000 shares of Class A Common Stock (the “Merger Consideration”),
paid or reserved for issuance and payable.
Conditions
to Closing
The Merger Agreement contains customary
conditions to closing, including the following mutual conditions of the parties, unless waived: (i) approval of the stockholders
of the Company and SANUWAVE, (ii) approvals of any required governmental authorities, (iii) no law or order preventing the Merger,
(iv) the filing of certain Charter Amendments pursuant to the Merger Agreement (the “Charter Amendments”), (v) the
appointment of the Company's post-closing board of directors, (vi) pursuant to the Merger Agreement, a Registration Statement
having been declared effective by the SEC, (vii) approval of the Class A Common Stock of the Company for listing on NASDAQ, (vii)
holders of 80% or more of SANUWAVE's convertible notes with a maturity date occurring after the date of the Closing (the “Closing
Date”), measured by number of shares into which such convertible notes may be converted, agreeing to convert their convertible
notes into shares of SANUWAVE Common Stock immediately prior to the Effective Time, (ix) holders of 80% or more of SANUWAVE’s
warrants that would be outstanding on the Closing Date, measured by number of shares subject to all such warrants in the aggregate,
agreeing to convert their warrants into shares of SANUWAVE Common Stock immediately prior to the Effective Time, and (x) the Company
having, at the Closing, at least $12,000,000 in cash and cash equivalents, including funds remaining in the trust account (after
giving effect to the completion and payment of any redemptions) and the proceeds of any Private Investment in Public Equity (“PIPE
Investment”).
Certain
SANUWAVE Related Agreements
Voting
Agreements
Simultaneously
with the execution and delivery of the Merger Agreement, the Company and SANUWAVE have entered into voting agreements (collectively,
the “Voting Agreements”) with certain stockholders of SANUWAVE required to approve the Transactions. Under the Voting
Agreements, each SANUWAVE stockholder party thereto has agreed to vote all of such stockholder’s shares of SANUWAVE in favor
of the Merger Agreement and the Transactions and to otherwise take (or not take, as applicable) certain other actions in support
of the Merger Agreement and the Transactions and the other matters to be submitted to the SANUWAVE stockholders for approval in
connection with the Transactions, in the manner and subject to the conditions set forth in the Voting Agreements, and provide
a proxy to the Company to vote such SANUWAVE shares accordingly (subject to the condition that the Registration Statement has
been declared effective by the SEC, provided that the covenants not to take certain actions to delay, impair or impede the Transactions
as set forth in the Voting Agreements shall take effect from the date such agreements are executed). The Voting Agreements prevent
transfers of the SANUWAVE shares held by the SANUWAVE stockholders party thereto between the date of the Voting Agreement and
the termination of such Voting Agreement, except for certain permitted transfers where the recipient also agrees to comply with
the Voting Agreement.
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
Sponsor
Voting Agreement
Simultaneously
with the execution and delivery of the Merger Agreement, the Company and SANUWAVE have entered into a voting agreement (the “Sponsor
Voting Agreement”) with Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”). Under
the Sponsor Voting Agreement, the Sponsor has agreed to vote all of the Sponsor’s shares of the Company in favor of the
Merger Agreement and the Transactions and to otherwise take (or not take, as applicable) certain other actions in support of the
Merger Agreement and the Transactions and the other matters to be submitted to the Company stockholders for approval in connection
with the Transactions, in the manner and subject to the conditions set forth in the Sponsor Voting Agreement, and provide a proxy
to SANUWAVE to vote such Company shares accordingly (subject to the condition that the Registration Statement has been declared
effective by the SEC, provided that the covenants not to take certain actions to delay, impair or impede the Transactions as set
forth in the Sponsor Voting Agreement shall take effect from the date such agreement is executed). The Sponsor Voting Agreement
prevents transfers of the Company shares held by the Sponsor between the date of the Sponsor Voting Agreement and the termination
of such Sponsor Voting Agreement, except for certain permitted transfers where the recipient also agrees to comply with the Sponsor
Voting Agreement.
Voting
and Non-Redemption Agreement
Simultaneously with the execution and delivery of the Merger Agreement, the Company has entered into voting
and non-redemption agreements (collectively, the “Voting and Non-Redemption Agreements”) with certain stockholders
of the Company required to approve the Transactions. Under the Voting and Non-Redemption Agreements, each stockholder party thereto
has agreed to vote all of such stockholder’s shares in favor of the Merger Agreement and the Transactions and to otherwise
take (or not take, as applicable) certain other actions in support of the Merger Agreement and the Transactions and the other matters
to be submitted to the Company’s stockholders for approval in connection with the Transactions, in the manner and subject
to the conditions set forth in the Voting and Non-Redemption Agreements, and provide a proxy to the Company to vote such shares
accordingly. Under the Voting and Non-Redemption Agreements, each Company stockholder party thereto agreed to not redeem certain
of such stockholder’s shares pursuant to or in connection with the Merger. In consideration for entering into and complying
with the terms of the Voting and Non-Redemption Agreements, each stockholder will receive shares of Class A Common Stock in accordance
with the formula set forth in the Voting and Non-Redemption Agreements. The formula, rounded down to the nearest whole number, is (($10 - PIPE Price) x number of Non-redeemed securities)/ PIPE price. The Voting and Non-Redemption Agreements prevent transfers of the shares
held by the stockholders party thereto between the date of the Voting and Non-Redemption Agreement and the Closing Date or
earlier termination of the Merger Agreement or such Voting and Non-Redemption Agreement, except for certain permitted transfers
where the recipient also agrees to comply with the Voting and Non-Redemption Agreement. Pursuant to the Voting and Non-Redemption
Agreements, certain stockholders agreed to vote an aggregate of 865,000
shares of Class A Common Stock in favor of the Merger Agreement and Transactions and agreed not to redeem an aggregate of 681,512
shares of Class A Common Stock (representing approximately $7.0
million (calculated based on the funds held in the trust account as of June 30, 2023) that the Company would have otherwise been required
to pay to redeem such shares in connection with the Merger).
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
Lock-Up
Agreement
Simultaneously
with the execution and delivery of the Merger Agreement, certain stockholders of SANUWAVE each entered into a Lock-Up Agreement
with the Company (collectively, the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, each SANUWAVE stockholder
party thereto agreed not to, during the period commencing from the Closing and ending 180 days after the Closing (subject to early
release if SANUWAVE consummates a liquidation, merger, share exchange or other similar transaction that results in all of the
Company stockholders having the right to exchange their shares for cash, securities or other property): (i) sell, offer to sell,
contract to sell, hypothecate, pledge, grant an option to purchase or otherwise dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidation or decrease a call equivalent position, any Company restricted securities,
(ii) enter any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any security, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in
clauses (i) or (ii) above is to be settled by delivery of the Company restricted securities, in cash or otherwise (in each case,
subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up
Agreement).
Letter
Agreement Amendment
Upon
approval of certain of the Company’s stockholders and immediately prior to the Closing, certain insider stockholders of
the Company and other Company stockholders will enter into an amendment to that certain Letter Agreement, dated July 27, 2021
(the “Letter Agreement”), among the Company, the Sponsor, insider stockholders and other Company stockholders (the “Letter
Agreement Amendment”). Pursuant to the Letter Agreement Amendment, each Company stockholder party thereto will agree not to,
until 180 days after the completion of the Company’s initial Business Combination (as defined in the Letter Agreement) (subject
to early release if the Company consummates a liquidation, merger, share exchange or other similar transaction that results in
all of the Company stockholders having the right to exchange their shares for cash, securities or other property): (i) sell, offer
to sell, contract to sell, hypothecate, pledge, grant an option to purchase or otherwise dispose of, directly or indirectly, or
establish or increase a put equivalent position or liquidation or decrease a call equivalent position, any Company restricted
securities, (ii) enter any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction
described in clauses (i) or (ii) above is to be settled by delivery of the Company restricted securities, in cash or otherwise
(in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions
in the Letter Agreement).
Warrant
Agreement Amendment
Upon
approval of the Company’s warrant holders and immediately prior to the Closing, the Company and its warrant agent, will
enter into an amendment (the “Warrant Agreement Amendment”) to that certain Warrant Agreement dated as of July 21,
2021 (the “Warrant Agreement”). Pursuant to the Warrant Agreement Amendment, (i) Public Warrants (as defined in the
Warrant Agreement) are not exercisable to purchase shares of Class A Common Stock, and instead, as of immediately prior to the
Effective Time, will be automatically converted into the right to receive 450,336 shares of Class A Common Stock of the Company
in accordance with the calculation described in the Warrant Agreement Amendment, (ii) Private Placement Warrants (as defined in
the Warrant Agreement) are not exercisable to purchase shares of Class A Common Stock and instead, as of immediately prior to
the Effective Time, will be automatically converted into the right to receive 400,000 shares of Class A Common Stock of the Company
in accordance with the calculation described in the Warrant Agreement Amendment, and (iii) until the Closing or earlier termination
of the Merger Agreement, (A) the terms of Section 3 of the Warrant Agreement regarding any exercise of a warrant or issuance of
Class A Common Stock in connection therewith will be of no force or effect and (B) the terms of Section 6 of the Warrant Agreement
will be of no force or effect.
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
Going
Concern Consideration
As
of September 30, 2023, the Company had $518,494
in cash held outside of the Trust Account and a working capital deficit of $1,707,317. The Company anticipates that the cash
held outside of the Trust Account as of September 30, 2023 will not be sufficient to allow the Company to operate for at
least the next 12 months from the issuance of the unaudited condensed consolidated financial statements, assuming that a
Business Combination is not consummated during that time. Over this time period, the Company will be using the funds held
outside of the Trust Account for paying existing accounts payable and accrued liabilities, 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 Business Combination. These conditions raise substantial doubt about the Company’s ability to continue
as a going concern for a period of time within one year after the date that the unaudited condensed consolidated financial
statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. In
addition, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are
not obligated to, loan the Company additional funds as may be required under the Working Capital Loans (as defined in Note
5). There is no assurance that the Company’s plans to consummate the Business Combination will be successful or
successful within the Combination Period or that the Sponsor or an affiliate of the Sponsor, or certain of the
Company’s officers and directors will loan the Company funds as may be required under the Working Capital
Loans.
As a result of the above, in connection with the Company’s assessment of going concern, management
has determined that the conditions described above raise substantial doubt about the Company’s ability to continue as a going
concern through approximately one year from the date the unaudited condensed consolidated financial statements are issued. The
unaudited condensed consolidated 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
The
credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and
Russia, the war in the Middle East, and other political tensions. The conflicts are expected to have further global economic consequences,
including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence,
declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition,
the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory
action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing
consequences, including those the Company cannot yet predict, may cause the Company’s business, financial condition, results
of operations and the price of the Company’s common stock to be adversely affected.
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
Principles of Consolidation and Financial Statement Presentation
The accompanying unaudited condensed consolidated financial statements of the Company are presented in
conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the
rules and regulations of the SEC. Certain information or footnote disclosures normally included in unaudited condensed consolidated
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 comprehensive
presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited
condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary
for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited
condensed consolidated financial statements should be read in conjunction with the Company’s 2022 Form 10-K as filed with
the SEC on March 31, 2023. 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 periods.
The condensed consolidated financial statements include the accounts of SEP Acquisition Corp. and its wholly-owned
and controlled subsidiary, SEP Acquisition Holdings Inc., after elimination of all intercompany transactions and balances
as of September 30, 2023 and December 31, 2022.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies.
The
JOBS Act provides that an emerging growth 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. The Company has
elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has
different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or
revised standard at the time private companies adopt the new or revised standard. This may make comparison of the
Company’s unaudited condensed consolidated financial statements with another public company which is neither an
emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The preparation of unaudited condensed consolidated 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 unaudited condensed consolidated 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 unaudited condensed consolidated
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 from those estimates. The initial valuation of
the Public Warrants (as defined in Note 3), Private Placement Warrants, and Class A common stock subject to redemption
required management to exercise significant judgement in its estimates.
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
Cash,
Cash Equivalents, and Restricted Cash
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance
sheets that sum to the total of the same amounts shown in the statements of cash flows.
Schedule Of Cash And Cash Equivalents
| |
September 30, 2023 | | |
December 31, 2022 | |
| |
(Unaudited) | | |
| | |
Cash | |
$ | 50,750 | | |
$ | 1,343,809 | |
Cash equivalents | |
| 467,744 | | |
| — | |
Restricted cash | |
| — | | |
| 22,468,765 | |
Total Cash | |
$ | 518,494 | | |
$ | 23,812,574 | |
Cash
Equivalents
The
Company invests auxiliary funds from the operating bank account into trading securities held in the brokerage account. The investments
consist of U.S. government treasury obligations with a fair value of $467,744 and $0 at September 30, 2023 and December 31,
2022, respectively.
Restricted
Cash Held with Trustee
In
connection with the Extension Amendment, the Company transferred cash in the amount of $185,001,686 to the Trustee. As of September 30,
2023 and December 31, 2022, the Company had $0 and $22,468,765 in restricted cash held with the Trustee, respectively. The Company
does not have access to these funds. The assets held with the Trustee were solely used in the payout to redeeming stockholders.
During the nine months ended September 30, 2023, of the remaining restricted cash held with the Trustee, $9,136,168 was paid
to remaining redeeming stockholders and $13,332,597 was transferred back to the Trust Account.
Investments
Held in Trust Account
As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in
U.S. government treasury obligations with maturities of 185 days or less, which were invested in U.S. Treasury securities. Trading
securities are presented on the condensed consolidated 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 are included in unrealized gains (losses) on investments
held in Trust Account and realized gains (losses) on investments held in Trust Account in the accompanying unaudited condensed
consolidated statements of operations.
Common
Stock Subject to Possible Redemption
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”). Common stock subject to mandatory redemption
are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common
stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence
of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common
stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock includes certain redemption
rights that are outside of the Company’s control and subject to the occurrence of uncertain future events and therefore
is classified as temporary equity. As of September 30, 2023 and December 31, 2022, 1,304,259 shares of Class A common stock
subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit
section of the Company’s balance sheets.
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A
common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount
of redeemable Class A common stock are recorded against additional paid-in capital and accumulated deficit. The Company recorded
an initial accretion of carrying value to redemption valuation of $25,012,764 upon consummation of the Initial Public Offering.
For the period from March 1, 2021 (inception) through December 31, 2021, the Company recorded accretion of carrying value to redemption
value of $29,687 due to the unrealized gain on the investments held in the Trust Account. For the year ended December 31, 2022,
the Company recorded accretion of carrying value to redemption value of $2,177,762 due to the $2,752,849 of realized gain on the
investments held in the Trust Account partially offset by $575,087 transferred to the operating bank account for taxes, as the
holders of the Class A common stock subject to redemption have the right to redeem their shares for a pro rata portion of the
amount held in the Trust Account including any pro rata gains earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations. For the three and nine months ended September 30, 2023, the Company subsequently
recorded accretion of carrying value to redemption value of $34,856 and $336,661 due to the unrealized gain on the investments
held in the Trust Account, respectively.
As
of September 30, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the unaudited
condensed consolidated financial statements is reconciled in the following table:
Class A Common Stock Subject to Possible Redemption
Gross proceeds | |
$ | 180,415,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (8,569,713 | ) |
Issuance costs allocated to Class A common stock | |
| (14,638,901 | ) |
Plus: | |
| | |
Initial accretion of carrying value to redemption value | |
| 25,012,764 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2021 | |
| 29,687 | |
Class A common stock subject to possible redemption as of December 31, 2021 | |
| 182,248,837 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2022 | |
| 2,177,762 | |
Stockholder redemption of 16,737,241 shares at $10.10 per share plus realized gains | |
| (171,094,002 | ) |
Class A common stock subject to possible redemption as of December 31, 2022 | |
| 13,332,597 | |
Subsequent accretion of carrying value to redemption value as of March 31, 2023 | |
| 141,323 | |
Class A common stock subject to possible redemption as of March 31, 2023 | |
| 13,473,920 | |
Subsequent accretion of carrying value to redemption value as of June 30, 2023 | |
| 160,482 | |
Class A common stock subject to possible redemption as of June 30, 2023 | |
| 13,634,402 | |
Subsequent accretion of carrying value to redemption value as of September 30, 2023 | |
| 34,856 | |
Class A common stock subject to possible redemption as of September 30, 2023 | |
$ | 13,669,258 | |
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
Warrant
Liabilities
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC
815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each
subsequent quarterly period end date while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded
as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the
criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance,
and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain
or loss on the statements of operations. See Note 10 for details regarding the valuation of the Public Warrants (as defined in
Note 3) and the Private Placement Warrants.
Offering
Costs Associated with the Initial Public Offering
The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering.
Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related
to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in
equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities
are expensed immediately. The Company incurred offering costs amounting to $15,401,418 as a result of the Initial Public Offering
(consisting of $3,608,300 of underwriting fees, $6,314,525 of deferred underwriting fees, $764,193 of other offering costs, and
$4,714,400 of the excess fair value of the Founder Shares sold over the purchase price of $4,150 (see Note 5). Offering costs
recorded to equity amounted to $14,638,901 and offering costs that were expensed amounted to $762,517.
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which
requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result
in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences
are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to
the amount expected to be realized.
ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of
tax positions 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. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits, if any, 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 is subject to income tax examinations
by major taxing authorities since inception. The Company's effective tax rate from continuing operations was 0.0% and 0.0% for
the three and nine months ended September 30, 2023 and for the three and nine months ended September 30, 2022, respectively.
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage. The Company has not experienced losses on this account
and management believes the Company is not exposed to significant risks on such account.
On
March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation,
which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 10, 2023, the Company announced
that it held all of its operating cash deposits with SVB in the amount of $1,343,809. None of the Company’s Trust Account
deposits are held at SVB. Following the joint announcement issued by the Department of the Treasury, Federal Reserve, and FDIC
on March 12, 2023, whereby the FDIC will complete its resolution of the receivership of SVB in a manner that fully protects all
depositors, the Company has access to all of their operating funds. On March 27, 2023, SVB was acquired by First Citizens Bank
and the Company’s deposits continue to be FDIC insured.
Net
Income (Loss) Per Common Share
Net
income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock
outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and
private placement to purchase an aggregate of 17,033,200 shares in the calculation of diluted income (loss) per share, since the
exercise of the warrants is contingent upon the occurrence of future events. In order to determine the net income (loss) attributable
to both the public Class A common stock and Class B common stock, the Company first considered the total income (loss) allocable
to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating
net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible
redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable
to both sets of shares, the Company split the amount to be allocated using a ratio of 22% for the Class A common stock and 78%
for the Class B common stock for the three and nine months ended September 30, 2023 and a ratio of 80% for the Class A common stock and 20% for the Class B
common stock for the three and nine months ended September 30, 2022, reflective of the respective participation rights.
The change in allocation ratios for the three and nine months ended September 30, 2023 and for the three and nine months ended
September 30, 2022 are due to the redemptions of Class A common stock (see Note 1).
SEP
ACQUISITION CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
2023
(UNAUDITED)
The
following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share
amounts):
| |
For the three months ended September 30, 2023 | | |
For the three months ended September 30, 2022 | | |
For the nine months ended September 30, 2023 | | |
For the nine months ended September 30, 2022 | |
Net (loss) income | |
$ | (2,064,081 | ) | |
$ | 2,668,049 | | |
$ | (1,855,229 | ) | |
$ | 6,865,260 | |
Accretion of Class A common stock to redemption amount | |
| (34,856 | ) | |
| (897,964 | ) | |
| (336,661 | ) | |
| (1,200,053 | ) |
Gain on waiver of deferred underwriting commissions by underwriter | |
| — | | |
| — | | |
| 6,014,585 | | |
| — | |
Net (loss) income including accretion of temporary equity to redemption value and gain on waiver of deferred underwriting commissions by underwriter | |
$ | (2,098,937 | ) | |
$ | 1,770,085 | | |
$ | 3,822,695 | | |
$ | 5,665,207 | |
| |
For the Three Months Ended September 30, | | |
For the Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Basic and diluted net (loss) income per share: | |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | |
Numerator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income including accretion of temporary equity to redemption value and gain on waiver of deferred underwriting commissions by underwriter | |
$ | (470,805 | ) | |
$ | (1,628,132 | ) | |
$ | 1,416,068 | | |
$ | 354,017 | | |
$ | 857,455 | | |
$ | 2,965,240 | | |
$ | 4,532,166 | | |
$ | 1,133,041 | |
Accretion of Class A common stock to redemption amount | |
| 34,856 | | |
| — | | |
| 897,964 | | |
| — | | |
| 336,661 | | |
| — | | |
| 1,200,053 | | |
| — | |
Gain on waiver of deferred underwriting commissions by underwriter | |
| — | | |
| — | | |
| — | | |
| — | | |
| (6,014,585 | ) | |
| — | | |
| — | | |
| — | |
Net (loss) income | |
$ | (435,949 | ) | |
$ | (1,628,132 | ) | |
$ | 2,314,032 | | |
$ | 354,017 | | |
$ | (4,820,469 | ) | |
| 2,965,240 | | |
$ | 5,732,219 | | |
$ | 1,133,041 | |
Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted Average Common Stock | |
| 1,304,259 | | |
| 4,510,375 | | |
| 18,041,500 | | |
| 4,510,375 | | |
| 1,304,259 | | |
| 4,510,375 | | |
| 18,041,500 | | |
| 4,510,375 | |
Basic and diluted net (loss) income per common share | |
$ | (0.33 | ) | |
$ | (0.36 | ) | |
$ | 0.13 | | |
$ | 0.08 | | |
$ | (3.70 | ) | |
$ | 0.66 | | |
$ | 0.32 | | |
$ | 0.25 | |
SEP ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2023
(UNAUDITED)
As of September 30, 2023 and December 31,
2022, no Founder Shares remain subject to forfeiture, as such the Company did not have any dilutive securities and other contracts
that could, potentially, be exercised or converted into common stock and share in earnings. As a result, diluted (loss) income
per share is the same as basic (loss) income per share for the periods presented.
Fair Value of Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement (“ASC 820”), approximates
the carrying amounts represented in the accompanying unaudited balance sheets, primarily due to their short-term nature.
The Company applies ASC 820, which establishes
a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value
as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s
principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value
hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in
pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity.
Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the
assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information
available in the circumstances.
The fair value of the Company’s financial
assets and liabilities, other than the investments held in the Trust Account and warrant liabilities, approximate the carrying
amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Level 1 — Assets and liabilities
with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such
as quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value
measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct
or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 — Inputs to the fair value
measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists
for the assets or liabilities.
See Note 10 for additional information
on assets and liabilities measured at fair value.
Recent Accounting Pronouncements
The Company’s management does not
believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the accompanying unaudited condensed consolidated financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering,
the Company sold 17,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock
and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one
share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).
SEP ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2023
(UNAUDITED)
The Company had granted the underwriter
in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments, if any. On
August 20, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 541,500 Over-Allotment
Units, generating gross proceeds of $5,415,000, and incurred $108,300 in cash underwriting fees and $189,525 that will be payable
to the underwriter for deferred underwriting commissions.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the
Initial Public Offering, the Sponsor purchased an aggregate of 7,850,000 Private Placement Warrants at a price of $1.00 per Private
Placement Warrant ($7,850,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one share of Class A
common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net
proceeds from the Initial Public Offering 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 Warrants will be used to fund the redemption of the
Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Upon the
purchase of the Private Placement Warrants by the Sponsor, the Company recorded the excess proceeds received over the fair value
of the Private Placement Warrants as additional paid-in capital.
Simultaneously with the underwriter partially
exercising the over-allotment option, the Sponsor purchased an additional 162,450 Over-Allotment Private Placement Warrants at
a price of $1.00 per Over-Allotment Private Placement Warrant ($162,450 in the aggregate).
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On March 4, 2021, the Sponsor paid an aggregate
of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,031,250 shares of Class B common
stock (the “Founder Shares”). The outstanding Founder Shares included an aggregate of up to 656,250 shares of Class
B common stock subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised
in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding
shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering).
The underwriter partially exercised its over-allotment option on August 20, 2021 and forfeited the remainder of the option; thus,
520,875 Founder Shares were forfeited by the Sponsor.
A total of ten anchor investors purchased
14,402,000 Units in the Initial Public Offering at the offering price of $10.00 per Unit; seven anchor investors purchased 1,732,500
Units in the Initial Public Offering at the offering price of $10.00 per Unit, and such allocations were determined by the underwriter;
one anchor investor purchased 1,400,000 Units in the Initial Public Offering at the offering price of $10.00 per unit; and two
anchor investors purchased 437,500 Units in the Initial Public Offering at the offering price of $10.00 per Unit. In connection
with the purchase of such Units, the anchor investors have not been granted any stockholder or other rights in addition to those
afforded to the Company’s other public stockholders. Further, the anchor investors are not required to (i) hold any Units,
Class A common stock or warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote
any Class A common stock they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising
their right to redeem their Public Shares at the time of the Business Combination. The anchor investors will have the same rights
to the funds held in the Trust Account with respect to the Class A common stock underlying the Units they purchased in the Initial
Public Offering as the rights afforded to the Company’s other public stockholders.
SEP ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2023
(UNAUDITED)
Each anchor investor has entered into separate
investment agreements with the Company and the Sponsor pursuant to which each anchor investor purchased a specified number of Founder
Shares, or an aggregate of 830,000 Founder Shares, from the Sponsor for $0.005 per share, or an aggregate purchase price of $4,150
at the closing of the Initial Public Offering, which was subject to such anchor investor’s acquisition of 100% of the Units
allocated to it by the underwriter in the Initial Public Offering. Pursuant to the investment agreements, the anchor investors
have agreed to (a) vote any Founder Shares held by them in favor of the Business Combination and (b) subject any Founder Shares
held by them to the same lock-up restrictions as the Founder Shares held by the Sponsor and independent directors.
The Company estimated the fair value of
the Founder Shares attributable to the anchor investors to be $4,714,400 or $5.68 per share. The excess of the fair value of the
Founder Shares sold over the purchase price of $4,150 (or $0.005 per share) was determined to be an offering cost in accordance
with Staff Accounting Bulletin Topic 5A. Accordingly, the offering costs were allocated to the separable financial instruments
issued in the Initial Public Offering in proportion to the amount allocated to the Class A common stock and Public Warrants, compared
to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed immediately in the statement
of operations. Offering costs allocated to the Public Shares were charged to temporary equity upon the completion of the Initial
Public Offering.
Promissory Note - Related Party
On March 4, 2021, the Company issued an
unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to
an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing
and was payable on the earlier of (i) August 30, 2021 or (ii) the consummation of the Initial Public Offering. As of September 30,
2023 and December 31, 2022, there was no outstanding balance under the Promissory Note. The outstanding balance under the Promissory
Note was repaid at the closing of the Initial Public Offering on July 30, 2021.
On October 11, 2022, the Company issued
an unsecured Second Promissory Note (the “Second Promissory Note”) to the Sponsor, pursuant to which the Company could
borrow up to $1,000,000 from the Second Promissory Note at a 6% interest rate on or before October 11, 2024 to cover, among other
things, expenses related to a business combination. On October 11, 2022, the Company borrowed $200,000 under the Second Promissory
Note. Between December 21, 2022 and December 27, 2022 the Company borrowed a total of $760,000 under the Second Promissory Note
bringing the total drawdowns to $960,000 as of December 31, 2022.
In connection with the Merger
Agreement (see Note 1) entered into on August 23, 2023, the Company and its Sponsor entered into an agreement (the
"Sponsor Debt Conversion Agreement" or “Convertible Promissory Note”), pursuant to which, the Sponsor has agreed to cancel and release the
outstanding indebtedness under the Second Promissory Note in exchange for and in consideration of, the issuance to the Sponsor by the Company of 100,000
shares of Class A Common Stock at the PIPE Investment Closing. The outstanding indebtedness of the Second Promissory Note
includes its original principal amount of up to $1,000,000
including accrued but unpaid interest, fees, expenses and other amounts payable to the Second Promissory Note. The Sponsor
Debt Conversion Agreement is contingent and effective upon the closing of the Merger. In accordance with ASC 470-50-40-10, a
modification or an exchange of debt that adds or eliminates a substantive conversion option as of the conversion date is considered substantial and require extinguishment accounting, noting pursuant to 470-20-40-7 that a conversion
feature must be reasonably possible to be considered substantive. The Company determined the conversion feature did meet the
criteria to be considered substantive and the Sponsor Debt Conversion Agreement was deemed to be an extinguishment under ASC
470, bringing the outstanding balance under the Second Promissory Note to zero at September 30, 2023. The Sponsor Debt Conversion Agreement was entered into with a related party and as a result, the Company recorded a deemed
contribution resulting from debt extinguishment for $115,200
in the Condensed Consolidated Statements of Changes in Stockholders’ Deficit.
The Company evaluated the embedded feature
within the Sponsor Debt Conversion Agreement in accordance with ASC 815-15 and determined the embedded feature is not clearly and
closely related to the debt host instrument and therefore will be separately measured at fair value, with subsequent changes in
fair value recognized in the Condensed Consolidated Statement of Operations.
Management used a probability-based analysis
to estimate the fair value of the derivative liability at inception. The original value of the derivative liability was recorded
as a debt discount to the Convertible Promissory Note and the debt discount is amortized as non-cash interest expense over the
life of the Convertible Promissory Note. The fair value of the derivative liability at inception of the Sponsor Debt Conversion
Agreement on August 23, 2023 was $127,097.
At September 30, 2023 and December 31, 2022, the fair value of the derivative liability was $142,761 and
$0, respectively. The Company recorded an expense of $15,664 resulting from the increase in fair value of the derivative liability
during the three and nine months ended September 30, 2023. Additionally, the Company recorded a debt discount in the amount of
$127,097 during the three months ended September 30, 2023. The debt discount is being amortized to interest expense over the life of the Convertible Promissory
Note. Amounts amortized to interest expense were $11,638 and $0 for the three and nine months ended September 30, 2023 and 2022,
respectively. The unamortized debt discount as of September 30, 2023 was $115,459.
SEP ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2023
(UNAUDITED)
Administrative Support Agreement
The Company entered into an agreement to
pay the Sponsor a total of $10,000 per month for administrative, financial and support services. Upon the completion of an initial
Business Combination, the Company will cease paying these monthly fees. As of July 1, 2022, the administrative support agreement
was terminated and no further expense was incurred. For the three and nine months ended September 30, 2023, the Company did not
incur expenses under this agreement. For the three and nine months ended September 30, 2022, the Company incurred expenses $0 and
$60,000, respectively under this agreement and is included within formation and operating costs on the accompanying unaudited condensed consolidated
statement of operations.
Related Party Loans
In addition, in order to finance transaction
costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company additional funds as may be required (“Working Capital
Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds
held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held
outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined
and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans
may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.
As of September 30, 2023, and December 31, 2022, there were no working capital loans outstanding.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration and Stockholder Rights
Agreement
Pursuant to a registration rights agreement
entered into on July 27, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon
conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants
or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration
rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into
shares of Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form
registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination
and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company
will bear the expenses incurred in connection with the filing of any such registration statements.
SEP ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2023
(UNAUDITED)
Underwriting Agreement
The Company had granted the underwriter
in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments, if any. On
August 20, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 541,500 Units (the “Over-Allotment
Units”), generating gross proceeds of $5,415,000, and incurred $108,300 in cash underwriting fees and $189,525 that will
be payable to the underwriter for deferred underwriting commissions.
The underwriter was paid a cash
underwriting discount of $0.20
per Unit, or $3,608,300
in the aggregate, upon the closing of the Initial Public Offering and partial exercise of the over-allotment option. In
addition, $0.35
per unit, or $6,314,525
in the aggregate will be payable to the underwriter for deferred underwriting commissions. On June 30, 2023, the underwriter
agreed to waive its rights to its portion of the fee payable by the Company for deferred underwriting commissions, with
respect to any potential business combination of the Company. Of the total $6,314,525
waived fee, $6,014,585
was recorded as accumulated deficit and $299,940
was recorded as a gain on the waiver of deferred underwriting commissions by underwriter in the unaudited condensed
consolidated statements of operations, following a manner consistent with the original allocation of the deferred
underwriting fees. The underwriting fees included in total offering costs at the time of the Initial Public Offering were
allocated to the separable financial instruments issued in the Initial Public Offering in proportion to the amount allocated
to the Class A common stock and Public Warrants, compared to total proceeds received. Offering costs allocated to derivative
warrant liabilities were expensed immediately. Offering costs allocated to the Public Shares were charged to temporary equity
upon the completion of the Initial Public Offering. The Company incurred offering costs amounting to $15,401,418
as a result of the Initial Public Offering (consisting of $3,608,300
of underwriting fees, $6,314,525
of deferred underwriting fees, $764,193
of other offering costs, and $4,714,400
of the excess fair value of the Founder Shares sold over the purchase price of $4,150).
Offering costs recorded to equity amounted to $14,638,901
and offering costs that were expensed amounted to $762,517. The transaction costs were allocated based on the relative fair
value basis, compared to the total offering proceeds, between the fair value of the warrant liabilities and the Class A
common stock.
NOTE 7. WARRANTS
Public Warrants may only be exercised for
a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become
exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the
Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon
redemption or liquidation.
The Company will not be obligated to deliver
any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise
unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants
is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect
to registration. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock
upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
SEP ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2023
(UNAUDITED)
The Company has agreed that as soon as
practicable, but in no event later than fifteen (15) business days after the closing of an initial Business Combination, the Company
will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities
Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable
efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.
If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective
by the sixtieth (60th) business day after the closing of an initial Business Combination, warrant holders may, until such time
as there is an effective registration statement and during any period when the Company will have failed to maintain an effective
registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any
exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their
warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event
the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event
the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption Is not available.
Redemption of warrants when the price
per Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the
outstanding warrants (except with respect to the Private Placement Warrants):
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
| ● | if, and only if, the last reported sale price of the Class A common stock for any 20 trading days
within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption
to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions,
share dividends, rights issuances, reorganizations, recapitalizations and the like). |
If and when the warrants become redeemable
by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying
securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants unless an effective
registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants
is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption
period.
Redemption of warrants when the price
per Class A common stock equals or exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the
outstanding warrants:
| ● | in whole and not in part; |
SEP ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2023
(UNAUDITED)
| ● | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided
that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares
based on the redemption date and the fair market value of the Company’s Class A common stock; |
| ● | if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share
sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like); and |
| ● | if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share
dividends, rights issuances, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently
called for redemption on the same terms as the outstanding Public Warrants, as described above. |
The fair market value of the Company’s
Class A common stock shall mean the volume weighted average price of the Class A common stock during the 10 trading days immediately
following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders
with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event
will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class
A common stock per warrant (subject to adjustment).
In addition, if (x) the Company issues
additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing
of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A 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 Sponsors or its affiliates, without taking into account any Founder Shares held by the Sponsor
or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an
initial Business Combination on the date of the completion of an initial Business Combination (net of redemptions), and (z) the
volume-weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading
day prior to the day on which the Company completes an initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the
higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described
adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” and
“Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted
(to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
The Private Placement Warrants will be
identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon
the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion
of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable
on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If
the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private
Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
As of September 30, 2023 and December
31, 2022, there were 9,020,750 Public Warrants and 8,012,450 Private Placement Warrants outstanding.
The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in Derivatives
and Hedging–- Contracts in Entity’s Own Equity (Subtopic 815-40). Such guidance provides that because the warrants
do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.
SEP ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2023
(UNAUDITED)
The accounting treatment of derivative
financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of
the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal
to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement,
the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement
of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result
of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
NOTE 8. STOCKHOLDERS’ DEFICIT
Preferred stock — The
Company is authorized to issue 1,000,000 preferred stock with a par value of $0.0001 per share 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 were no preferred shares issued or outstanding.
Class A common stock —
The Company is authorized to issue 150,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of
Class A common stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were no
shares of Class A common stock issued and outstanding, excluding 1,304,259 Class A common stock subject to possible redemption.
In connection with the Extension Amendment holders of 16,737,241 shares of the Company’s Class A common stock elected to redeem
their shares at a per share redemption price of approximately $10.18’ following the redemptions, the Company had 1,304,259 shares
of the Company's Class A Common Stock outstanding.
Class B common stock —
The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of
Class B common stock are entitled to one vote for each share. On March 4, 2021, the Sponsor paid an aggregate of $25,000 to cover
certain expenses on behalf of the Company in exchange for the issuance of 5,031,250 Class B common stock. The underwriter partially
exercised their over-allotment option on August 20, 2021 and forfeited the remainder of the option; thus, 520,875 shares of
Class B common stock were forfeited by the Sponsor. As of September 30, 2023 and December 31, 2022, there were 4,510,375 shares
of Class B common stock issued and outstanding.
Only holders of Class B common stock will
have the right to elect all of the Company’s directors prior to the consummation of an initial Business Combination.
Prior to the Class B Charter Amendment, the shares of Class B common stock would have
automatically converted into shares of Class A common stock at the time of an initial Business Combination on a one-for-one basis,
subject to adjustment. Following the Class B Charter Amendment (see Note 11), the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial Business Combination on a 1:0.277 basis.
Prior to the Class B Charter Amendment, in the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed
issued in excess of the amounts sold in the Initial Public Offering and related to the closing of an initial Business Combination,
the ratio at which shares of Class B common stock shall convert into shares of Class A common stock would have been adjusted (unless the
holders of a majority of the outstanding shares of Class B common stock agreed to waive such anti-dilution adjustment with respect
to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares
of Class B common stock would equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common
stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities
issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock
redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be
issued, to any seller in an initial Business Combination and any warrants issued upon the conversion of Working Capital Loans made
to the Company. Following the Class B Charter Amendment, this anti-dilution provision has been removed from the Amended and Restated Certificate of Incorporation.
SEP ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2023
(UNAUDITED)
NOTE 9. INCOME TAX
In assessing the realization of deferred
tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not
be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the
periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled
reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration
of all the information available, management believes that significant uncertainty exists with respect to future realization of
the deferred tax assets and has therefore maintained a full valuation allowance. At September 30, 2023 and 2022, the valuation
allowance was $460,410 and $82,455, respectively.
The Company's effective tax rate from continuing
operations was 0.0% for the three and nine months ended September 30, 2023 and for the three and nine months ended September 30,
2022, respectively. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the change
in fair value of warrant liabilities and non-deductible transaction costs, which are not recognized for tax purposes and the need
for a valuation allowance against deferred tax assets. The Company used a discrete effective tax rate method to calculate taxes
for the three and nine months ended September 30, 2023. The Company believes that the use of the discrete method is more appropriate
than the estimated effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree
of uncertainty in estimating annual pretax earnings.
The Company files income tax returns in
the U.S. federal jurisdiction which remain open and subject to examination.
SEP ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2023
(UNAUDITED)
NOTE 10. FAIR VALUE MEASUREMENTS
The Warrants are measured at fair value
on a recurring basis. Upon initial measurement as of July 30, 2021, we utilized a binomial/lattice model to value the public warrants
and private placement warrants. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level
1 fair value measurement in September 2021 after the Public Warrants were separately listed and traded. The estimated fair value
of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement in September 2021
due to the use of an observable market quote for a similar asset in an active market. As of September 30, 2023 and December
31, 2022, since both Public Warrants and Private Placement Warrants are subject to the certain make-whole provisions, Private Placement
Warrants will have the same value as the Public Warrants and the public trading price is used.
Schedule of assets and liabilities measured at fair value on recurring basis:
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
September 30, 2023 (Unaudited) | |
| | | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investments held in Trust Account: | |
| | | |
| | | |
| | | |
| | |
U.S. government treasury obligations | |
$ | 13,669,258 | | |
$ | 13,669,258 | | |
$ | — | | |
$ | — | |
Investments held in Brokerage Account | |
| | | |
| | | |
| | | |
| | |
U.S. government treasury obligations | |
$ | 467,744 | | |
$ | 467,744 | | |
$ | — | | |
$ | — | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 850,657 | | |
$ | 850,657 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 755,574 | | |
$ | — | | |
$ | 755,574 | | |
$ | — | |
Derivative liability
| |
$
| 142,761
| | |
$ | — | | |
$ | — | | |
$
| 142,761
| |
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
December 31, 2022 | |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 451,038 | | |
$ | 451,038 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 400,623 | | |
$ | — | | |
$ | 400,623 | | |
$ | — | |
In connection with the Extension Proposal (Note 1), the
Company was required to permit public stockholders to redeem their shares of the Company’s Class A Common Stock. Prior
the redemption of shares the fair value amount of Investments held in Trust Account was $185,001,686, of which $161,957,835
was redeemed by shareholders and $575,087 was transferred to the Company’s operating bank account for payment of
taxes.
Transfers to/from Levels 1, 2 and
3 are recognized at the end of the reporting period.
The
derivative liability is accounted for as a liability in accordance with ASC 815-40 and is measured at fair value at inception
and on a recurring basis, with changes in fair value presented within change in fair value of derivative liability in the Condensed
Consolidated Statements of Operations.
The
Company established the initial fair value of the derivative liability on August 23, 2023, the date the Company entered into the
Sponsor Debt Conversion Agreement, and revalued on September 30, 2023, using a probability analysis. The Derivative Liability
is classified as Level 3 at the initial measurement date and on September 30, 2023 due to the use of unobservable inputs.
The
key inputs into the probability analysis as of September 30, 2023 and August 23, 2023 in determining total value consisted
of the Company stock price and the probability of the merger closing. The conversion value was then bifurcated utilizing a discounted
cash flow model on the existing debt and cash flows. The Company stock price at September 30, 2023 and August 23, 2023 were
$10.92 and $10.56, respectively. The probability of the merger closing used at September 30, 2023 and August 23, 2023 was 80%. The current term of the expected conversion assumed July 30, 2024 for the closing of the merger.
The
following tables presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured
at fair value:
| |
| | |
Fair value of Derivative liability at inception on August 23, 2023 | |
$ | 127,097 | |
Change in fair value of derivative liability | |
| 15,664 | |
Fair value as of September 30, 2023 | |
$ | 142,761 | |
The Company recognized a loss in connection
with changes in the fair value of warrant liabilities of $924,903 and $754,570 within the statement of operations for the three
and nine months ended September 30, 2023, respectively. The Company recognized gains in connection with changes in the fair value
of warrant liabilities of $2,043,984 and $6,472,616 within the unaudited condensed consolidated statements of operations for the three and nine
months ended September 30, 2022, respectively. The gain on the change in fair value of warrant liabilities was due in large part
to the decrease in the public traded price of the Public Warrants. The Company recorded an expense of $15,664 resulting from the increase in fair value of the derivative liability during the three and nine months ended September 30, 2023 in the unaudited condensed consolidated statements of operations.
SEP ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2023
(UNAUDITED)
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up
to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described
below, in Note 1 and Note 5, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the unaudited condensed consolidated financial statements.
Forfeiture and Redemption Agreement
On January 22, 2023, the Company received notice from the staff
of The Nasdaq Stock Market LLC that it was not in compliance with the $35 million minimum Market Value of Listed Securities (“MVLS”)
standard. In order to bring the Company into compliance with the MVLS standard, the Sponsor elected to convert 2,415,375 Founder
Shares into 2,415,375 shares of Class A Common Stock so that the Company’s MVLS is above the $35 million minimum requirement.
In order to conform with the terms and
conditions of the Merger Agreement and to maintain the same economics of the Business Combination for all Class B stockholders,
on October 2, 2023, the Sponsor, the Company and SANUWAVE entered into a Forfeiture and Redemption Agreement (the “Forfeiture
and Redemption Agreement”), pursuant which the Sponsor has agreed to forfeit 1,746,316 of its shares (the “Forfeited
Shares”) of Class A Common Stock contingent upon and effective immediately prior to the closing of the Business Combination
(the “Closing”). The Forfeiture and Redemption Agreement also provides that the Company will subsequently redeem the
Forfeited Shares in exchange for no consideration contingent upon and effective immediately prior to the Closing. The Sponsor’s
agreement to forfeit the Forfeited Shares pursuant to the Forfeiture and Redemption Agreement will result in the Sponsor having
the number of shares of Class A Common Stock at the Closing that it would have otherwise had if it had converted all of its Founder
Shares at the Closing on a 1:0.277 basis pursuant to the Class B Charter Amendment.
Class B Charter Amendment
On October 3, 2023, the Sponsor, being
the holder of a majority of the Founder Shares, acting by written consent pursuant to Section 228(a) of the General Corporation
Law of the State of Delaware and the Company’s bylaws, approved the Class B Charter Amendment. The Class B Charter Amendment
removed the anti-dilution provision applicable to certain issuances of securities by the Company and adjusted the conversion ratio
so that shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a 1:0.277 basis instead of a
1:1 basis. The Company filed the Class B Charter Amendment with the Secretary of State of the State of Delaware on October 3, 2023.
ITEM 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
References in this report (the
“Quarterly Report”) to “we,” “us” or the “Company” refer to SEP Acquisition
Corp. (the “Company”) formerly known as Mercury Ecommerce Acquisition Corp. References to our
“management” or our “management team” refer to our officers and directors, and references to the
“Sponsor” refer to Mercury Sponsor Group I LLC. The following discussion and analysis of the Company’s
financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated
financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the
discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking
Statements
This Quarterly Report includes “forward-looking
statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially
from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including,
without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management
for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,”
“intend,” “estimate,” “seek” and variations and similar words and expressions are intended
to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but
reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events,
performance or results to differ materially from the events, performance and results discussed in the forward-looking statements.
For information identifying important factors that could cause actual results to differ materially from those anticipated in the
forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the
year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023,
as well as the Company’s other filings with the SEC from time to time. The Company’s securities filings can be accessed
on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the
Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information,
future events or otherwise.
Overview
We are a blank check company incorporated
on March 1, 2021 as a Delaware corporation and formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly
Report as our “initial business combination”. On December 20, 2022, the Company changed its name from Mercury Ecommerce
Acquisition Corp. to SEP Acquisition Corp. We intend to effectuate our initial business combination using cash from the proceeds
of our initial public offering and the private placement of the private placement warrants, the proceeds of the sale of our shares
in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter
into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination
of the foregoing.
Recent Developments
On December 20, 2022, the Company held
a special meeting of stockholders where the Company’s stockholders approved the Extension Amendment, extending the date by
which the Company must consummate a business combination from January 30, 2023 (or July 30, 2023, if the Company had executed a
definitive agreement for a business combination by January 30, 2023) to July 30, 2024 (the “Extension Proposal”). In
connection with the Extension Proposal, the Company was required to permit public stockholders to redeem their shares of the Company’s
Class A Common Stock. Of the 18,041,500 shares of the company’s Class A common stock outstanding, the holders of 16,737,241
shares of the Company’s Class A common stock elected to redeem their shares at a per share redemption price of approximately
$10.22. As a result, the Company transferred cash in the amount of $185,001,686 to the Trustee, of which $171,094,003 was designated
to pay such holders who had elected to redeem their shares in connection with the Extension Proposal. As of December 31, 2022,
$161,957,835 had been paid to the redeeming stockholders and $22,468,765 remained in restricted cash, $9,136,168 of which was paid
subsequent to December 31, 2022 to such holders who elected to redeem their shares. Following the redemptions, the Company had
1,304,259 shares of the Company’s Class A Common Stock outstanding and $13,332,597 remained in the Trust Account.
On June 30, 2023, the underwriter
agreed to waive its rights to its portion of the fee payable by the Company for deferred underwriting commissions, with
respect to any potential business combination of the Company. Of the total $6,314,525 waived fee, $6,014,585 was recorded as
accumulated deficit and $299,940 was recorded as a gain on the waiver of deferred underwriting commissions by underwriter in
the unaudited condensed consolidated statements of operations, following a manner consistent with the original allocation of
the deferred underwriting fees. The underwriting fees included in total offering costs at the time of the Initial Public
Offering were allocated to the separable financial instruments issued in the Initial Public Offering in proportion to the
amount allocated to the Class A common stock and Public Warrants, compared to total proceeds received. Offering costs
allocated to derivative warrant liabilities were expensed immediately. Offering costs allocated to the Public Shares were
charged to temporary equity upon the completion of the Initial Public Offering. The Company incurred offering costs amounting
to $15,401,418 as a result of the Initial Public Offering (consisting of $3,608,300 of underwriting fees, $6,314,525 of
deferred underwriting fees, $764,193 of other offering costs, and $4,714,400 of the excess fair value of the Founder Shares
sold over the purchase price of $4,150). Offering costs recorded to equity amounted to $14,638,901 and offering costs that
were expensed amounted to $762,517. The transaction costs were allocated based on the relative fair value basis, compared to
the total offering proceeds, between the fair value of the warrant liabilities and the Class A common stock.
Nasdaq Notifications
On January 22, 2023, the Company received
a written notice from the listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”) indicating
that the Company was not in compliance with Listing Rule 5550(a)(4), due to the Company’s failure to meet the minimum 500,000
publicly held shares requirement for continued listing on the Nasdaq Capital Market. On February 9, 2023, the Company submitted
to Nasdaq a plan to regain compliance with Listing Rule 5550(a)(4), pursuant to which the Company’s Chairman, Mr. Blair Garrou,
agreed to sell 80,000 of the shares of Class A Common Stock he is deemed to beneficially own through Mercury Houston Partners,
LLC and Mercury Affiliates XI, LLC by means of private sales to unaffiliated buyers. After the private sales of 80,000 shares of
Class A common stock to unaffiliated buyers, the Company has 509,259 publicly held shares as defined in Listing Rule 5001(a)(35)
of the Nasdaq Rules. Based on the Company’s submission, the Company received a letter on February 27, 2023, in which the
Nasdaq staff determined to grant the Company an extension of time to regain compliance with the Listing Rule 5550(a)(4). Under
the terms of the extension, the Company was required to file with the SEC and Nasdaq a public document containing the Company’s
current total shares outstanding and a beneficial ownership table in accordance with SEC proxy rules on or before March 31, 2023,
which the Company complied with by virtue of filing the beneficial ownership table in the Company’s Annual Report on Form
10-K for the year ended December 31, 2022. On April 4, 2023, the Company received a written notice from the listing qualifications
department of Nasdaq stating that the Nasdaq staff had determined that the Company was in compliance with Listing Rule 5550(a)(4)
and that the matter was now closed.
On March 28, 2023, the Company received
a written notice from the listing qualifications department staff of Nasdaq notifying the Company that for the last 30 consecutive
business days, the Company’s minimum Market Value of Listed Securities (“MVLS”) was below the minimum of $35
million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “Market
Value Standard”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company had 180 calendar days, or until September
25, 2023, to regain compliance with the Market Value Standard. To regain compliance with the Market Value Standard, the MVLS for
the Company’s common stock was required to be at least $35 million for a minimum of 10 consecutive business days at any time
during this 180-day period.
On September 27, 2023, the Company received
a determination letter (the “Letter”) from the Staff of Nasdaq stating that the Company had not regained compliance
with the MVLS standard, since the Company’s Class A Common Stock, was below the $35 million minimum MVLS requirement for
continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) and had not been at least $35 million for a
minimum of 10 consecutive business days at any time during the 180-day grace period granted to the Company. Pursuant to the Letter,
unless the Company requested a hearing to appeal this determination by 4:00 p.m. Eastern Time on October 4, 2023, the Company’s
Class A Common Stock would have been delisted from The Nasdaq Capital Market, trading of the Company’s Class A Common Stock
would have been suspended at the opening of business on October 6, 2023, and a Form 25-NSE would have been filed with the SEC,
which would have removed the Company’s securities from listing and registration on Nasdaq. On October 3, 2023, the Company
submitted a request for hearing before a Nasdaq Hearings Panel to appeal the Staff’s delisting determination, which was granted
and the hearing was scheduled to occur on November 16, 2023.
On October 23, 2023, the Company received
a letter from the Staff of Nasdaq notifying the Company that it has regained compliance with Nasdaq’s $35 million minimum
MVLS requirement, and the Company is therefore in compliance with The Nasdaq Capital Market’s listing requirements. As a
result, Nasdaq has cancelled the hearing requested by the Company to appeal the Staff’s prior delisting determination and
has confirmed that the Company’s Class A common stock will continue to be listed and traded on The Nasdaq Capital Market
under the symbol “SEPA.” In order to bring the Company into compliance with the MVLS standard, the Sponsor elected
to convert 2,415,375 of its shares of Class B Common Stock into 2,415,375 shares of Class A Common Stock so that the Company’s
MVLS exceeded the $35 million minimum requirement.
In order to conform with the terms and
conditions of the Merger Agreement and to maintain the same economics of the Business Combination for all Class B stockholders,
on October 2, 2023, the Sponsor, the Company and SANUWAVE entered into a Forfeiture and Redemption Agreement (the “Forfeiture
and Redemption Agreement”), pursuant which the Sponsor has agreed to forfeit 1,746,316 of its shares (the “Forfeited
Shares”) of Class A Common Stock contingent upon and effective immediately prior to the closing of the Business Combination
(the “Closing”). The Forfeiture and Redemption Agreement also provides that the Company will subsequently redeem the
Forfeited Shares in exchange for no consideration contingent upon and effective immediately prior to the Closing. The Sponsor’s
agreement to forfeit the Forfeited Shares pursuant to the Forfeiture and Redemption Agreement will result in the Sponsor having
the number of shares of Class A Common Stock at the Closing that it would have otherwise had if it had converted all of its Founder
Shares at the Closing on a 1:0.277 basis pursuant to the Class B Charter Amendment.
SANUWAVE Merger Agreement
On August 23, 2023, the Company, a Delaware
corporation (“Acquiror” or "SPAC"), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
by and among the Company, SEP Acquisition Holdings Inc., a Nevada corporation and a wholly owned subsidiary of SEPA (“Merger
Sub”), and SANUWAVE Health, Inc., a Nevada corporation (the “SANUWAVE”). The transactions contemplated by the
Merger Agreement are referred to herein as the “Merger” or the "Merger Agreement" whereby the Merger between
the Company and SANUWAVE will be effected at the effective time (the "Effective Time"). The terms of the Merger Agreement,
which contains customary representations and warranties, covenants, closing conditions and other terms relating to the Merger and
the other transactions contemplated hereby, are summarized below. At the Effective Time:
Pursuant to the Merger Agreement, at the
closing of the Merger, the SANUWAVE Security Holders of (i) SANUWAVE Common Stock, (ii) in-the-money outstanding options to purchase
SANUWAVE Common Stock, immediately prior to the Effective Time, (iii) in-the-money SANUWAVE Warrants that are outstanding and unexercised
and have not been exchanged for shares of SANUWAVE Common Stock immediately prior to the Effective time, and (iv) the holders of
SANUWAVE convertible promissory notes that are outstanding and unexercised and have not been exchanged for shares of SANUWAVE Common
Stock immediately prior to the Effective Time, shall be entitled to receive from the Company, in aggregate, an amount equal to
7,793,000 shares of Class A Common Stock (the "Merger Consideration"), paid or reserved for issuance and payable.
Conditions to Closing
The Merger Agreement contains customary
conditions to closing, including the following mutual conditions of the parties, unless waived: (i) approval of the stockholders
of the Company and SANUWAVE, (ii) approvals of any required governmental authorities, (iii) no law or order preventing the Merger,
(iv) the filing of certain Charter Amendments pursuant to the Merger Agreement (the "Charter Amendments"), (v) the appointment
of the Company's post-closing board of directors, (vi) pursuant to the Merger Agreement, a Registration Statement having been declared
effective by the SEC, (vii) approval of the Class A Common Stock of the Company for listing on NASDAQ, (vii) holders of 80% or
more of SANUWAVE's convertible notes with a maturity date occurring after the date of the Closing (the "Closing Date"),
measured by number of shares into which such convertible notes may be converted, agreeing to convert their convertible notes into
shares of SANUWAVE Common Stock immediately prior to the Effective Time, (ix) holders of 80% or more of SANUWAVE’s warrants
that would be outstanding on the Closing Date, measured by number of shares subject to all such warrants in the aggregate, agreeing
to convert their warrants into shares of SANUWAVE Common Stock immediately prior to the Effective Time, and (x) the Company having,
at the Closing, at least $12,000,000 in cash and cash equivalents, including funds remaining in the trust account (after giving
effect to the completion and payment of any redemptions) and the proceeds of any PIPE Investment.
Certain SANUWAVE Related Agreements
Voting Agreements
Simultaneously with the execution and delivery
of the Merger Agreement, the Company and SANUWAVE have entered into voting agreements (collectively, the “Voting Agreements”)
with certain stockholders of SANUWAVE required to approve the Transactions. Under the Voting Agreements, each SANUWAVE stockholder
party thereto has agreed to vote all of such stockholder’s shares of SANUWAVE in favor of the Merger Agreement and the Transactions
and to otherwise take (or not take, as applicable) certain other actions in support of the Merger Agreement and the Transactions
and the other matters to be submitted to the SANUWAVE stockholders for approval in connection with the Transactions, in the manner
and subject to the conditions set forth in the Voting Agreements, and provide a proxy to the Company to vote such SANUWAVE shares
accordingly (subject to the condition that the Registration Statement has been declared effective by the SEC, provided that the
covenants not to take certain actions to delay, impair or impede the Transactions as set forth in the Voting Agreements shall take
effect from the date such agreements are executed). The Voting Agreements prevent transfers of the SANUWAVE shares held by the
SANUWAVE stockholders party thereto between the date of the Voting Agreement and the termination of such Voting Agreement, except
for certain permitted transfers where the recipient also agrees to comply with the Voting Agreement.
Sponsor Voting Agreement
Simultaneously with the execution and delivery
of the Merger Agreement, the Company and SANUWAVE have entered into a voting agreement (the “Sponsor Voting Agreement”)
with Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”). Under the Sponsor Voting Agreement,
the Sponsor has agreed to vote all of the Sponsor’s shares of the Company in favor of the Merger Agreement and the Transactions
and to otherwise take (or not take, as applicable) certain other actions in support of the Merger Agreement and the Transactions
and the other matters to be submitted to the Company stockholders for approval in connection with the Transactions, in the manner
and subject to the conditions set forth in the Sponsor Voting Agreement, and provide a proxy to SANUWAVE to vote such Company shares
accordingly (subject to the condition that the Registration Statement has been declared effective by the SEC, provided that the
covenants not to take certain actions to delay, impair or impede the Transactions as set forth in the Sponsor Voting Agreement
shall take effect from the date such agreement is executed). The Sponsor Voting Agreement prevents transfers of the Company shares
held by the Sponsor between the date of the Sponsor Voting Agreement and the termination of such Sponsor Voting Agreement, except
for certain permitted transfers where the recipient also agrees to comply with the Sponsor Voting Agreement.
Voting and Non-Redemption Agreement
Simultaneously with the execution and delivery
of the Merger Agreement, the Company has entered into voting and non-redemption agreements (collectively, the “Voting and
Non-Redemption Agreements”) with certain stockholders of the Company required to approve the Transactions. Under the Voting
and Non-Redemption Agreements, each Company stockholder party thereto has agreed to vote all of such stockholder’s shares
of the Company in favor of the Merger Agreement and the Transactions and to otherwise take (or not take, as applicable) certain
other actions in support of the Merger Agreement and the Transactions and the other matters to be submitted to the the Company
stockholders for approval in connection with the Transactions, in the manner and subject to the conditions set forth in the Voting
and Non-Redemption Agreements, and provide a proxy to the Company to vote such shares accordingly. Under the Voting and Non-Redemption
Agreements, each Company stockholder party thereto agreed to not redeem certain of such stockholder’s shares pursuant to
or in connection with the Merger. In consideration for entering into and complying with the terms of the Voting and Non-Redemption
Agreements, each Company stockholder will receive shares of Class A Common Stock in accordance with the formula set forth in the
Voting and Non-Redemption Agreements. The Voting and Non-Redemption Agreements prevent transfers of the Company shares held by
the stockholders party thereto between the date of the Voting and Non-Redemption Agreement and the Closing Date or earlier termination
of the Merger Agreement or such Voting and Non-Redemption Agreement, except for certain permitted transfers where the recipient
also agrees to comply with the Voting and Non-Redemption Agreement. Pursuant to the Voting and Non-Redemption Agreements, certain
Company stockholders agreed to vote an aggregate of 865,000 shares of Class A Common Stock in favor of the Merger Agreement and
Transactions and agreed not to redeem an aggregate of 681,512 shares of Class A Common Stock (representing approximately $7.0 million
(calculated based on the funds held in the trust account as of June 30, 2023) that the Company would have otherwise been required
to pay to redeem such shares in connection with the Merger).
Lock-Up Agreement
Simultaneously with the execution and delivery
of the Merger Agreement, certain stockholders of SANUWAVE each entered into a Lock-Up Agreement with the Company (collectively,
the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, each SANUWAVE stockholder party thereto agreed not to,
during the period commencing from the Closing and ending 180 days after the Closing (subject to early release if SANUWAVE consummates
a liquidation, merger, share exchange or other similar transaction that results in all of the Company stockholders having the right
to exchange their shares for cash, securities or other property): (i) sell, offer to sell, contract to sell, hypothecate, pledge,
grant an option to purchase or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position
or liquidation or decrease a call equivalent position, any Company restricted securities, (ii) enter any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, or (iii) publicly
disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be
settled by delivery of the Company restricted securities, in cash or otherwise (in each case, subject to certain limited permitted
transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement).
Letter Agreement Amendment
Upon approval of certain of the Company’s
stockholders and immediately prior to the Closing, certain insider stockholders of the Company and other Company stockholders will
enter into an amendment to that certain Letter Agreement, dated July 27, 2021 (the “Letter Agreement”), among the Company,
the Sponsor, insider stockholders and other Company stockholders (the “Letter Agreement Amendment”). Pursuant to the
Letter Agreement Amendment, each Company stockholder party thereto will agree not to, until 180 days after the completion of the
Company’s initial Business Combination (as defined in the Letter Agreement) (subject to early release if the Company consummates
a liquidation, merger, share exchange or other similar transaction that results in all of the Company stockholders having the right
to exchange their shares for cash, securities or other property): (i) sell, offer to sell, contract to sell, hypothecate, pledge,
grant an option to purchase or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position
or liquidation or decrease a call equivalent position, any Company restricted securities, (ii) enter any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, or (iii) publicly
disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be
settled by delivery of the Company restricted securities, in cash or otherwise (in each case, subject to certain limited permitted
transfers where the recipient takes the shares subject to the restrictions in the Letter Agreement).
Warrant Agreement Amendment
Upon approval of the Company’s warrant
holders and immediately prior to the Closing, the Company and its warrant agent, will enter into an amendment (the “Warrant
Agreement Amendment”) to that certain Warrant Agreement dated as of July 21, 2021 (the “Warrant Agreement”).
Pursuant to the Warrant Agreement Amendment, (i) Public Warrants (as defined in the Warrant Agreement) are not exercisable to purchase
shares of Class A Common Stock, and instead, as of immediately prior to the Effective Time, will be automatically converted into
the right to receive 450,336 shares of Class A Common Stock of the Company in accordance with the calculation described in the
Warrant Agreement Amendment, (ii) Private Placement Warrants (as defined in the Warrant Agreement) are not exercisable to purchase
shares of Class A Common Stock and instead, as of immediately prior to the Effective Time, will be automatically converted into
the right to receive 400,000 shares of Class A Common Stock of the Company in accordance with the calculation described in the
Warrant Agreement Amendment, and (iii) until the Closing or earlier termination of the Merger Agreement, (A) the terms of Section
3 of the Warrant Agreement regarding any exercise of a warrant or issuance of Class A Common Stock in connection therewith will
be of no force or effect and (B) the terms of Section 6 of the Warrant Agreement will be of no force or effect.
Sponsor Debt Conversion Agreement
On October 11, 2022, the Company issued
the Sponsor Note to the Sponsor in the original principal amount of up to $1,000,000 (together with all accrued but unpaid
interest, fees, expenses and other amounts payable under the Sponsor Note, the “Outstanding Indebtedness”). In accordance
with the Merger Agreement and as a part of the PIPE Investment, the Sponsor has agreed to cancel and release the Outstanding Indebtedness
in exchange for, and in consideration of, the issuance to the Sponsor by the Company of 100,000 shares of Class A Common Stock.
Class B Charter Amendment
On October 3, 2023, the Company filed the
Class B Charter Amendment to remove the anti-dilution provision applicable to certain issuances of securities by the Company and
to adjust the conversion ratio so that shares of Class B Common Stock are convertible into shares of Class A Common Stock on a
1:0.277 basis instead of a 1:1 basis.
Results of Operations
We have neither engaged in any operations
nor generated any revenues to date. Our only activities for the three and nine months ended September 30, 2023 and for the three
and nine months ended September 30, 2022 were organizational activities, those necessary to prepare for our initial public offering,
described below and activities related to searching for a potential business combination. We do not expect to generate any operating
revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest
income on cash and cash equivalents held after our initial public offering. We incur expenses as a result of being a public company
(for legal, financial reporting, accounting and auditing compliance), as well as due diligence expenses.
For the three months ended September 30,
2023, we had net loss of $2,064,081, which resulted from formation and operating costs of $1,149,131, franchise tax expense of
$70,000, accrued interest expense on promissory note due to related party of $26,156, change in fair value of derivative liability
of $15,664, and an unrealized loss from change in the fair value of warrant liabilities of $924,903; partially offset by, unrealized
gains on investments held in the Trust Account of $114,856 and earnings on trading securities of $6,917.
For the nine months ended September 30,
2023, we had net loss of $1,855,229, which resulted from formation and operating costs of $1,610,282, franchise tax expense of
$154,339, losses on the change in fair value of warrant liabilities of $754,570, and interest expense on promissory note due to
related party of $54,719, and change in fair value of derivative liability of $15,664; partially offset by a gain on waiver of
deferred underwriting commissions by underwriter of $299,940, unrealized gains on investments held in the Trust Account of $416,661,
and earnings on trading securities of $17,744. The loss on the change in fair value of warrant liabilities was due in large part
to the increase in the publicly traded price of the public warrants.
For the three months ended September 30,
2022, we had net income of $2,668,049, which resulted from gains on the change in fair value of warrant liabilities of $2,043,984,
unrealized gains on investments held in the Trust Account of $487,146, and realized gains on investments held in the Trust Account
of $410,818, partially offset by formation and operating costs of $223,899 and franchise tax expense of $50,000. The gain on the
change in fair value of warrant liabilities was due in large part to the decrease in the publicly traded price of the public warrants.
For the nine months ended September 30,
2022, we had net income of $6,865,260, which resulted from gains on the change in fair value of warrant liabilities of $6,472,616,
unrealized gains on investments held in the Trust Account of $678,622, and realized gains on investments held in the Trust Account
of $521,431, partially offset by formation and operating costs of $656,811 and franchise tax expense of $150,598. The gain on the
change in fair value of warrant liabilities was due in large part to the decrease in the publicly traded price of the public warrants.
Going Concern, Liquidity, and Capital
Resources
On July 30, 2021, we consummated our initial
public offering of 17,500,000 units generating gross proceeds to the Company of $175,000,000. Simultaneously with the consummation
of the initial public offering, we completed the private sale of 7,850,000 warrants to the Sponsor at a purchase price of $1.00
per warrant (the "private placement warrants"), generating gross proceeds of $7,850,000. The proceeds from the sale of
the private placement warrants were added to the net proceeds from our initial public offering held in a Trust Account (the “Trust
Account”). If we do not complete an initial business combination within 36 months from the closing of our initial public
offering (July 30, 2024), we will cease all operations except for the purpose of winding up, the proceeds from the sale of the
private placement warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable
law) and the private placement warrants will expire worthless.
We had granted the underwriter in our
initial public offering a 45-day option to purchase up to 2,625,000 additional units to cover over-allotments, if any. On
August 20, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 541,500 units,
generating gross proceeds of $5,415,000, and incurred $108,300 in cash underwriting fees and $189,525 that will be payable to
the underwriter for deferred underwriting commissions. Simultaneously with the underwriter partially exercising the
over-allotment option, our sponsor purchased an additional 162,450 private placement warrants (the "over-allotment
private placement warrants") at a price of $1.00 per over-allotment private placement warrant ($162,450 in the
aggregate). On June 30, 2023, the underwriter agreed to waive its rights to its portion of the fee payable by the Company for
deferred underwriting commissions, with respect to any potential business combination of the Company. Of the total $6,314,525
waived fee, $6,014,585 was recorded as accumulated deficit and $299,940 was recorded as a gain on the waiver of deferred
underwriting commissions by underwriter in the unaudited condensed consolidated statements of operations, following a manner
consistent with the original allocation of the deferred underwriting fees.
For the nine months ended September 30,
2023, net cash used in operating activities was $905,315, which was due to our net loss of $1,855,229 as adjusted for the unrealized
loss from warrant liabilities of $754,570, a gain on waiver of deferred underwriting commissions by underwriter of $299,940, unrealized
gain on investments held in Trust Account of $416,661, accrued interest expense on promissory note - related party of $54,719,
change in fair value of derivative liability of $15,664 and changes in working capital of $841,562.
For the nine months ended September 30,
2022, net cash used in operating activities was $814,461, which was due to a gain on the change in the fair value of warrant liabilities
of $6,472,616, unrealized gain on investments held in Trust Account of $678,622, realized gain on investments held in Trust Account
of $521,431, and changes in working capital of $7,052, partially offset by our net income of $6,865,260.
For the nine months ended September 30,
2023, net cash used in investing activities was $13,252,597, which was due to purchases of U.S. government treasury obligations
of $40,450,597, partially offset by proceeds from redemption of U.S. government treasury obligations of $27,198,000.
For the nine months ended September 30, 2022, net cash used in investing activities was $0, which
was due to the proceeds from the redemption of U.S. government treasury obligations of $365,098,000, fully offset by the purchase
of U.S. government treasury obligations of $365,098,000.
For the nine months ended September 30,
2023, net cash used by financing activities was $9,136,168, which was solely a result of payments made to redeeming stockholders.
There were no cash flows from financing
activities for the nine months ended September 30, 2022.
As of September 30, 2023 and December 31,
2022, we had cash and cash equivalents of $518,494 and $1,343,809, held outside the Trust Account, respectively, and a working
capital deficit of $1,707,317 and $9,221,425, respectively. On October 11, 2022, the Company issued an unsecured promissory note
to the Sponsor, pursuant to which the Company could borrow up to $1,000,000 on or before October 11, 2024 at a 6% interest rate
to cover, among other things, expenses related to a business combination. On October 11, 2022, the Company borrowed $200,000 under
the promissory note. On December 21, 2022 and December 27, 2022 the Company borrowed an aggregate of $760,000 under the promissory
note bringing the total drawdowns to $960,0000 as of December 31, 2022. The Sponsor Debt Conversion Agreement was deemed to be an extinguishment
under ASC 470, bringing the outstanding balance under the Second Promissory Note to zero as of September 30, 2023.
The Company anticipates that the cash held outside of the Trust Account as of September 30, 2023 will
not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the unaudited condensed
consolidated financial statements, assuming that a Business Combination is not consummated during that time. Over this time period,
the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities,
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 Business Combination. These conditions raise substantial doubt about the Company’s ability to continue
as a going concern for a period of time within one year after the date that the unaudited condensed consolidated financial statements
are issued. Management plans to address this uncertainty through the Business Combination as discussed above. In addition, the
Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to,
loan the Company additional funds as may be required under the Working Capital Loans (as defined in Note 5 to the unaudited condensed
consolidated financial statements). There is no assurance that the Company’s plans to consummate the Business Combination
will be successful or successful within the Combination Period or that the Sponsor or an affiliate of the Sponsor, or certain of
the Company’s officers and directors will loan the Company funds as may be required under the Working Capital Loans.
As a result of the above, in connection with the Company’s assessment of going concern, management
has determined that the conditions described above raise substantial doubt about the Company’s ability to continue as a going
concern through approximately one year from the date the unaudited condensed consolidated financial statements are issued. The
unaudited condensed consolidated 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.
Banking Arrangements
On March 10, 2023, Silicon Valley Bank
(“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal
Deposit Insurance Corporation (“FDIC”) as receiver. On March 10, 2023, the Company announced that it held all of its
operating cash deposits with SVB in the amount of $1,343,809. None of the Company’s Trust Account deposits are held at SVB.
Following the joint announcement issued by the Department of the Treasury, Federal Reserve, and FDIC on March 12, 2023, whereby
the FDIC will complete its resolution of the receivership of SVB in a manner that fully protects all depositors, the Company has
access to all of its operating funds. On March 27, 2023, SVB was acquired by First Citizens Bank and the Company’s deposits
continue to be FDIC insured up to the FDIC limit.
Contractual Obligations
Underwriting Agreement
We granted the underwriter a 45-day option
to purchase up to 2,625,000 additional units to cover over-allotments at our initial public offering price, less the underwriting
discounts and commissions. On August 20, 2021, the underwriter partially exercised the over-allotment option to purchase an additional
541,500 units at an offering price of $10.00 per unit for an aggregate purchase price of $5,415,000.
The underwriter was paid a cash
underwriting discount of $0.20 per unit, or $3,608,300 in the aggregate, upon the closing of our initial public offering and
partial exercise of the over-allotment option. In addition, $0.35 per unit, or $6,314,525 in the aggregate will be payable to
the underwriter for deferred underwriting commissions. On June 30, 2023, the underwriter agreed to waive its rights to its
portion of the fee payable by the Company for deferred underwriting commissions, with respect to any potential business
combination of the Company. Of the total $6,314,525 waived fee, $6,014,585 was recorded as accumulated deficit and $299,940
was recorded as a gain on the waiver of deferred underwriting commissions by underwriter in the unaudited condensed
consolidated statements of operations, following a manner consistent with the original allocation of the deferred
underwriting fees. The underwriting fees included in total offering costs at the time of the Initial Public Offering were
allocated to the separable financial instruments issued in the Initial Public Offering in proportion to the amount allocated
to the Class A common stock and Public Warrants, compared to total proceeds received. Offering costs allocated to derivative
warrant liabilities were expensed immediately. Offering costs allocated to the Public Shares were charged to temporary equity
upon the completion of the Initial Public Offering. The Company incurred offering costs amounting to $15,401,418 as a
result of the Initial Public Offering (consisting of $3,608,300 of underwriting fees, $6,314,525 of deferred underwriting
fees, $764,193 of other offering costs, and $4,714,400 of the excess fair value of the Founder Shares sold over the purchase
price of $4,150). Offering costs recorded to equity amounted to $14,638,901 and offering costs that were expensed amounted to
$762,517. The transaction costs were allocated based on the relative fair value basis, compared to the total offering
proceeds, between the fair value of the warrant liabilities and the Class A common stock.
Promissory Note - Related Party
On March 4, 2021, the Company issued an
unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to
an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing
and was payable on the earlier of (i) August 30, 2021 or (ii) the consummation of the Initial Public Offering. As of September
30, 2023 and December 31, 2022, there was no outstanding balance under the Promissory Note. The outstanding balance under the Promissory
Note was repaid at the closing of the Initial Public Offering on July 30, 2021.
On October 11, 2022, the Company issued
an unsecured Second Promissory Note (the “Second Promissory Note”) to the Sponsor, pursuant to which the Company could
borrow up to $1,000,000 from the Second Promissory Note at a 6% interest rate on or before October 11, 2024 to cover, among other
things, expenses related to a business combination. On October 11, 2022, the Company borrowed $200,000 under the Second Promissory
Note. Between December 21, 2022 and December 27, 2022 the Company borrowed a total of $760,000 under the Second Promissory Note
bringing the total drawdowns to $960,000 as of December 31, 2022.
In connection with the Merger Agreement
(see Note 1) entered into on August 23, 2023, the Company and its Sponsor entered into an agreement (the "Sponsor Debt Conversion
Agreement" or “Convertible Promissory Note”), pursuant to which, the Sponsor has agreed to cancel and release
the outstanding indebtedness under the Second Promissory Note in exchange for and in consideration of, the issuance to the Sponsor
by the Company of 100,000 shares of Class A Common Stock at the PIPE Investment Closing. The outstanding indebtedness of the Second
Promissory Note includes its original principal amount of up to $1,000,000 including accrued but unpaid interest, fees, expenses
and other amounts payable to the Second Promissory Note. The Sponsor Debt Conversion Agreement is contingent and effective upon
the closing of the Merger. In accordance with ASC 470-50-40-10, a modification or an exchange of debt that adds or eliminates
a substantive conversion option as of the conversion date is considered substantial and require extinguishment accounting, noting
pursuant to 470-20-40-7 that a conversion feature must be reasonably possible to be considered substantive. The Company determined
the conversion feature did meet the criteria to be considered substantive and the Sponsor Debt Conversion Agreement was deemed
to be an extinguishment under ASC 470, bringing the outstanding balance under the Second Promissory Note to zero at September
30, 2023. The Sponsor Debt Conversion Agreement was entered into with a related party and as a result, the Company recorded a
deemed contribution resulting from debt extinguishment for $115,200 in the Condensed Consolidated Statements of Changes in Stockholders’
Deficit.
The Company evaluated the embedded feature
within the Sponsor Debt Conversion Agreement in accordance with ASC 815-15 and determined the embedded feature is not clearly and
closely related to the debt host instrument and therefore will be separately measured at fair value, with subsequent changes in
fair value recognized in the Condensed Consolidated Statement of Operations.
Management used a probability-based analysis
to estimate the fair value of the derivative liability at inception. The original value of the derivative liability was recorded
as a debt discount to the Convertible Promissory Note and the debt discount is amortized as non-cash interest expense over the
life of the Convertible Promissory Note. The fair value of the derivative liability at inception of the Sponsor Debt Conversion
Agreement on August 23, 2023 was $127,097.
At September 30, 2023 and December 31,
2022, the fair value of the derivative liability was $142,761 and $0, respectively. The Company recorded an expense of $15,664
resulting from the increase in fair value of the derivative liability during the three and nine months ended September 30, 2023.
Additionally, the Company recorded a debt discount in the amount of $127,097 during the three months ended September 30, 2023.
The debt discount is being amortized to interest expense over the life of the Convertible Promissory Note. Amounts amortized to
interest expense were $11,638 and $0 for the three and nine months ended September 30, 2023 and 2022, respectively. The unamortized
debt discount as of September 30, 2023 was $115,459.
Critical Accounting Policies
The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the
unaudited condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could
materially differ from those estimates. We have identified the following critical accounting policies.
Warrant Liabilities
We account for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and Accounting Standards
Codification 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet
all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common stock,
among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted
at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
Recent Accounting Pronouncements
The Company’s management does not
believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the accompanying unaudited condensed consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.
This item is not applicable as we are a
smaller reporting company.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure controls and procedures
are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed
or submitted under the Securities Exchange Act of 1934, as amended (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 our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
Evaluation of Disclosure Controls and
Procedures
As required by Rules 13a-15 and 15d-15
under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2023,
due to material weaknesses (discussed below) in our internal control over financial reporting.
As of December 31, 2022, a material weakness
existed related to the fact that we have not yet designed and maintained effective internal controls related to accounting for
complex financial instruments. This material weakness continues to exist as of September 30, 2023. In addition, a material weakness
related to the proper classification of purchases of trading securities by the Company in its cash flow statement was identified
during the quarter ended March 31, 2023 and continues to exist as of September 30, 2023.
In light of these material weaknesses, we performed additional analysis as deemed necessary to ensure
that our unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting
principles. Management has enhanced our processes to identify and appropriately apply applicable accounting requirements to better
evaluate and apply complex accounting guidance. Our updated processes include providing enhanced access to accounting literature,
research materials and documents and increased communication among our personnel and third-party professionals with whom we consult
regarding complex accounting applications. In addition, Management has enhanced our processes to correctly interpret and classify
cash flow activity for unaudited condensed consolidated financial statement purposes. Our updated processes include enhanced access
to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals
with whom we consult regarding complex cash flow classification. 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.
Management has concluded that our
unaudited condensed consolidated financial statements included in this Report are fairly stated in all material respects in
accordance with GAAP for each of the periods presented therein.
Changes in Internal Control Over Financial
Reporting
Other than the implementation of the remediation
activities discussed above regarding the material weaknesses, during the most recently completed fiscal quarter, there has been
no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. |
LEGAL PROCEEDINGS |
None.
Factors that could cause our actual results
to differ materially from those in this Quarterly Report are any of the risks described in our 2022 Annual Report on Form 10-K
filed with the SEC on March 31, 2023 and the prospectus/proxy statement included in the Registration Statement on Form S-4 (File
No. 333-274653) filed with the SEC on September 22, 2023, as amended by Amendment No. 1 filed with the SEC on November 3, 2023.
Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.
Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results
of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our
2022 Annual Report on Form 10-K filed with the SEC on March 31, 2023 and the prospectus/proxy statement included in the Registration
Statement on Form S-4 (File No. 333-274653) filed with the SEC on September 22, 2023, as amended by Amendment No. 1 filed with
the SEC on November 3, 2023.
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, and geopolitical instability, such as the military conflict in Ukraine and the ongoing hostilities
between Israel and Hamas. 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 initial business combination.
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES |
None.
ITEM 4. |
MINE SAFETY DISCLOSURES |
Not applicable.
ITEM 5. |
OTHER INFORMATION |
None.
The following exhibits are filed as part
of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
2.1 |
|
Agreement and Plan of Merger, dated as of August 23, 2023, by and among SEP Acquisition Corp., SEP Acquisition Holdings Inc., and SANUWAVE Health, Inc. (Incorporated by reference to Exhibit 2.1 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on August 23, 2023) |
3.1 |
|
Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to Mercury Ecommerce Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on August 2, 2021) |
3.2 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on December 21, 2022) |
3.3 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on December 21, 2022) |
3.4 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on October 3, 2023) |
3.5 |
|
Bylaws (incorporated by reference to Exhibit 3.3 to Mercury Ecommerce Acquisition Corp.’s Registration Statement on Form S-1, filed on March 25, 2021 (File No. 333-254726)) |
3.6 |
|
First Amendment to the Bylaws (Incorporated by reference to Exhibit 3.3 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on December 21, 2022) |
10.1 |
|
Form of Voting Agreement, dated as of August 23, 2023, by and among SEP Acquisition Corp., SANUWAVE Health, Inc., and the stockholder of SANUWAVE Health, Inc. party thereto (Incorporated by reference to Exhibit 10.1 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on August 23, 2023) |
10.2 |
|
Sponsor Voting Agreement, dated as of August 23, 2023, by and among Mercury Sponsor Group I LLC, SEP Acquisition Corp., and SANUWAVE Health, Inc. (Incorporated by reference to Exhibit 10.2 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on August 23, 2023) |
10.3 |
|
Form of Voting and Non-Redemption Agreement, dated as of August 23, 2023, by and among SEP Acquisition Corp., SANUWAVE Health, Inc., and the stockholder of SEPA party thereto (Incorporated by reference to Exhibit 10.3 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on August 23, 2023) |
10.4 |
|
Form of Lock-Up Agreement, dated as of August 23, 2023, by and between SEP Acquisition Corp. and the stockholder of SANUWAVE Health, Inc. party thereto (Incorporated by reference to Exhibit 10.4 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on August 23, 2023) |
10.5 |
|
Form of Amendment Number One to Letter Agreement by and among SEP Acquisition Corp., Mercury Sponsor Group I LLC, and the stockholders of SEPA party thereto (Incorporated by reference to Exhibit 10.5 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on August 23, 2023) |
10.6 |
|
Form of Amendment Number One to Warrant Agreement by and between SEP Acquisition Corp. and Continental Stock Transfer & Trust Company (Incorporated by reference to Exhibit 10.5 to SEP Acquisition Corp.’s Current Report on Form 8-K (File No. 001-40679) filed on August 23, 2023) |
10.7 |
|
Sponsor Debt Conversion Agreement by and between SEP Acquisition Corp. and Mercury Sponsor Group I LLC (Incorporated by reference to Exhibit 10.14 to SEP Acquisition Corp.’s Registration Statement on Form S-4 (File No. 333-274653) filed on September 22, 2023) |
31.1* |
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a),
as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a),
as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1** |
|
Certification of 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 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* |
|
XBRL Instance Document |
101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
101.SCH* |
|
XBRL Taxonomy Extension Schema Document |
101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
|
XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
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.
|
SEP Acquisition Corp. |
|
|
|
Date: November 20, 2023 |
By: |
/s/ Andrew White |
|
|
Name: Andrew White |
|
|
Title: Chief Executive Officer |
|
SEP Acquisition Corp. |
|
|
|
Date: November 20, 2023 |
By: |
/s/ Winston Gilpin |
|
|
Name: Winston Gilpin |
|
|
Title: Chief Financial Officer |
Exhibit
31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
PURSUANT
TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS
ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
R. Andrew White, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of SEP Acquisition Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared; and
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: |
November 20, 2023 |
|
|
|
By: |
/s/ R.
Andrew White |
|
|
R. Andrew White |
|
|
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER
PURSUANT
TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS
ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Winston Gilpin, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of SEP Acquisition Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared; and
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: |
November 20, 2023 |
By: |
/s/
Winston Gilpin |
|
|
Winston Gilpin |
|
|
Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of SEP Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period
ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, R. Andrew White,
President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the
Sarbanes-Oxley Act of 2002, that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company as of and for the period covered by the Report.
Date: |
November 20, 2023 |
|
|
|
By: |
/s/ R.
Andrew White |
|
|
R. Andrew White |
|
|
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of SEP Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period
ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Winston Gilpin,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley
Act of 2002, that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company as of and for the period covered by the Report.
Date: |
November 20, 2023 |
|
|
|
By: |
/s/ Winston
Gilpin |
|
|
Winston Gilpin |
|
|
Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
v3.23.3
Cover - shares
|
9 Months Ended |
|
Sep. 30, 2023 |
Nov. 17, 2023 |
Document Type |
10-Q
|
|
Amendment Flag |
false
|
|
Document Quarterly Report |
true
|
|
Document Transition Report |
false
|
|
Document Period End Date |
Sep. 30, 2023
|
|
Document Fiscal Period Focus |
Q3
|
|
Document Fiscal Year Focus |
2023
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity File Number |
001-40679
|
|
Entity Registrant Name |
SEP
ACQUISITION CORP.
|
|
Entity Central Index Key |
0001849902
|
|
Entity Tax Identification Number |
86-2365445
|
|
Entity Incorporation, State or Country Code |
DE
|
|
Entity Address, Address Line One |
3737 Buffalo Speedway
|
|
Entity Address, Address Line Two |
Suite 1750
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Entity Address, City or Town |
Houston
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Entity Address, State or Province |
TX
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Entity Address, Postal Zip Code |
77098
|
|
City Area Code |
713
|
|
Local Phone Number |
715-6820
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Entity Current Reporting Status |
Yes
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Yes
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Entity Small Business |
true
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Entity Emerging Growth Company |
true
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Elected Not To Use the Extended Transition Period |
false
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true
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Public Shares [Member] |
|
|
Title of 12(b) Security |
Units, each consisting of one share of Class A common stock and one-half of one warrant
|
|
Trading Symbol |
SEPAU
|
|
Security Exchange Name |
NASDAQ
|
|
Common Class A [Member] |
|
|
Title of 12(b) Security |
Class A common stock, par value $0.0001 per share
|
|
Trading Symbol |
SEPA
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Security Exchange Name |
NASDAQ
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Entity Common Stock, Shares Outstanding |
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Redeemable Warrants [Member] |
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|
Title of 12(b) Security |
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
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Trading Symbol |
SEPAW
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Security Exchange Name |
NASDAQ
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v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Current assets: |
|
|
Cash and cash equivalents |
$ 518,494
|
$ 1,343,809
|
Prepaid expenses and other current assets |
60,953
|
165,398
|
Total current assets |
579,447
|
1,509,207
|
Investments held in Trust Account |
13,669,258
|
|
Restricted cash held with Trustee |
|
22,468,765
|
Total Assets |
14,248,705
|
23,977,972
|
Current liabilities: |
|
|
Accounts payable and accrued expenses |
832,558
|
62,676
|
Franchise tax payable |
30,000
|
62,765
|
Income tax payable |
506,603
|
506,603
|
Promissory note - related party |
|
960,000
|
Convertible promissory note – related party, net of debt discount |
729,341
|
|
Derivative liability |
142,761
|
|
Accrued interest on promissory note - related party |
45,501
|
2,420
|
Stockholder redemption payable |
|
9,136,168
|
Total current liabilities |
2,286,764
|
10,730,632
|
Warrant liabilities |
1,606,231
|
851,661
|
Deferred underwriting fee payable |
|
6,314,525
|
Total Liabilities |
3,892,995
|
17,896,818
|
Class A common stock, $0.0001 par value, subject to possible redemption; 1,304,259 shares at redemption value at September 30, 2023 and December 31, 2022 |
13,669,258
|
13,332,597
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
|
|
Additional paid-in capital |
115,200
|
|
Accumulated deficit |
(3,429,199)
|
(7,251,894)
|
Total Stockholders’ Deficit |
(3,313,548)
|
(7,251,443)
|
TOTAL LIABILITIES, REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS' DEFICIT |
14,248,705
|
23,977,972
|
Common Class A [Member] |
|
|
Current liabilities: |
|
|
Common Stock, Value, Issued |
|
|
Total Stockholders’ Deficit |
|
|
Common Class B [Member] |
|
|
Current liabilities: |
|
|
Common Stock, Value, Issued |
451
|
451
|
Total Stockholders’ Deficit |
$ 451
|
$ 451
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v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Preferred stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common Class A [Member] |
|
|
Class A common stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Class A common stock, shares subject to possible redemption |
1,304,259
|
1,304,259
|
Common stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
150,000,000
|
150,000,000
|
Common stock, shares issued |
0
|
0
|
Common stock, shares outstanding |
0
|
0
|
Common Class B [Member] |
|
|
Common stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
20,000,000
|
20,000,000
|
Common stock, shares issued |
4,510,375
|
4,510,375
|
Common stock, shares outstanding |
4,510,375
|
4,510,375
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Formation and operating costs |
$ 1,149,131
|
$ 223,899
|
$ 1,610,282
|
$ 656,811
|
Franchise tax |
70,000
|
50,000
|
154,339
|
150,598
|
Loss from operations |
(1,219,131)
|
(273,899)
|
(1,764,621)
|
(807,409)
|
Other (expense) income |
|
|
|
|
Interest expense on promissory note - related party |
(26,156)
|
|
(54,719)
|
|
Change in fair value of derivative liability |
(15,664)
|
|
(15,664)
|
|
Earnings on trading securities |
6,917
|
|
17,744
|
|
Realized gain on investments held in Trust Account |
|
410,818
|
|
521,431
|
Unrealized gain on investments held in Trust Account |
114,856
|
487,146
|
416,661
|
678,622
|
Unrealized (loss) gain from change in fair value of warrant liabilities |
(924,903)
|
2,043,984
|
(754,570)
|
6,472,616
|
Gain on waiver of deferred underwriting commissions by underwriter |
|
|
299,940
|
|
Total other (expense) income, net |
(844,950)
|
2,941,948
|
(90,608)
|
7,672,669
|
Net (loss) income |
(2,064,081)
|
2,668,049
|
$ (1,855,229)
|
$ 6,865,260
|
Common Class A [Member] |
|
|
|
|
Other (expense) income |
|
|
|
|
Net (loss) income |
|
|
|
|
Weighted average shares outstanding |
1,304,259
|
18,041,500
|
1,304,259
|
18,041,500
|
Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption |
$ (0.33)
|
$ 0.13
|
$ (3.70)
|
$ 0.32
|
Common Class B [Member] |
|
|
|
|
Other (expense) income |
|
|
|
|
Net (loss) income |
|
|
|
|
Weighted average shares outstanding |
4,510,375
|
4,510,375
|
4,510,375
|
4,510,375
|
Basic and diluted net income per share, Class B common stock |
$ (0.36)
|
$ 0.08
|
$ 0.66
|
$ 0.25
|
X |
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v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($)
|
Common Class A [Member] |
Common Class B [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
Beginning balance, value at Dec. 31, 2021 |
|
$ 451
|
|
$ (12,786,739)
|
$ (12,786,288)
|
Beginning balance (in shares) at Dec. 31, 2021 |
|
4,510,375
|
|
|
|
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of September 30, 2022 |
|
|
|
(71,491)
|
(71,491)
|
Net income |
|
|
|
1,671,654
|
1,671,654
|
Ending balance, value at Mar. 31, 2022 |
|
$ 451
|
|
(11,186,576)
|
(11,186,125)
|
Ending balance (in shares) at Mar. 31, 2022 |
|
4,510,375
|
|
|
|
Beginning balance, value at Dec. 31, 2021 |
|
$ 451
|
|
(12,786,739)
|
(12,786,288)
|
Beginning balance (in shares) at Dec. 31, 2021 |
|
4,510,375
|
|
|
|
Net income |
|
|
|
|
6,865,260
|
Ending balance, value at Sep. 30, 2022 |
|
$ 451
|
|
(7,121,532)
|
(7,121,081)
|
Ending balance (in shares) at Sep. 30, 2022 |
|
4,510,375
|
|
|
|
Beginning balance, value at Mar. 31, 2022 |
|
$ 451
|
|
(11,186,576)
|
(11,186,125)
|
Beginning balance (in shares) at Mar. 31, 2022 |
|
4,510,375
|
|
|
|
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of September 30, 2022 |
|
|
|
(230,598)
|
(230,598)
|
Net income |
|
|
|
2,525,557
|
2,525,557
|
Ending balance, value at Jun. 30, 2022 |
|
$ 451
|
|
(8,891,617)
|
(8,891,166)
|
Ending balance (in shares) at Jun. 30, 2022 |
|
4,510,375
|
|
|
|
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of September 30, 2022 |
|
|
|
(897,964)
|
(897,964)
|
Net income |
|
|
|
2,668,049
|
2,668,049
|
Ending balance, value at Sep. 30, 2022 |
|
$ 451
|
|
(7,121,532)
|
(7,121,081)
|
Ending balance (in shares) at Sep. 30, 2022 |
|
4,510,375
|
|
|
|
Beginning balance, value at Dec. 31, 2022 |
|
$ 451
|
|
(7,251,894)
|
(7,251,443)
|
Beginning balance (in shares) at Dec. 31, 2022 |
|
4,510,375
|
|
|
|
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of September 30, 2022 |
|
|
|
(141,323)
|
(141,323)
|
Net income |
|
|
|
9,167
|
9,167
|
Ending balance, value at Mar. 31, 2023 |
|
$ 451
|
|
(7,384,050)
|
(7,383,599)
|
Ending balance (in shares) at Mar. 31, 2023 |
|
4,510,375
|
|
|
|
Beginning balance, value at Dec. 31, 2022 |
|
$ 451
|
|
(7,251,894)
|
(7,251,443)
|
Beginning balance (in shares) at Dec. 31, 2022 |
|
4,510,375
|
|
|
|
Net income |
|
|
|
|
(1,855,229)
|
Deemed contribution resulting from debt extinguishment |
|
|
|
|
115,200
|
Ending balance, value at Sep. 30, 2023 |
|
$ 451
|
115,200
|
(3,429,199)
|
(3,313,548)
|
Ending balance (in shares) at Sep. 30, 2023 |
|
4,510,375
|
|
|
|
Beginning balance, value at Mar. 31, 2023 |
|
$ 451
|
|
(7,384,050)
|
(7,383,599)
|
Beginning balance (in shares) at Mar. 31, 2023 |
|
4,510,375
|
|
|
|
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of September 30, 2022 |
|
|
|
(160,482)
|
(160,482)
|
Net income |
|
|
|
199,685
|
199,685
|
Waiver of deferred underwriting commissions by underwriter (see Note 6) |
|
|
|
6,014,585
|
6,014,585
|
Ending balance, value at Jun. 30, 2023 |
|
$ 451
|
|
(1,330,262)
|
(1,329,811)
|
Ending balance (in shares) at Jun. 30, 2023 |
|
4,510,375
|
|
|
|
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of September 30, 2022 |
|
|
|
(34,856)
|
(34,856)
|
Net income |
|
|
|
(2,064,081)
|
(2,064,081)
|
Deemed contribution resulting from debt extinguishment |
|
|
115,200
|
|
115,200
|
Ending balance, value at Sep. 30, 2023 |
|
$ 451
|
$ 115,200
|
$ (3,429,199)
|
$ (3,313,548)
|
Ending balance (in shares) at Sep. 30, 2023 |
|
4,510,375
|
|
|
|
X |
- DefinitionThe element represents redeemable ordinary shares sub accretion to redemption value.
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v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
|
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Cash Flows from Operating Activities: |
|
|
Net (loss) income |
$ (1,855,229)
|
$ 6,865,260
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
Realized gain on investments held in Trust Account |
|
(521,431)
|
Unrealized gain on investments held in Trust Account |
(416,661)
|
(678,622)
|
Accrued interest expense on promissory note - related party |
54,719
|
|
Change in fair value of derivative liability |
15,664
|
|
Unrealized loss (gain) from change in fair value of warrant liabilities |
754,570
|
(6,472,616)
|
Gain on waiver of deferred underwriting commissions by underwriter |
(299,940)
|
|
Changes in operating assets and liabilities: |
|
|
Prepaid expenses |
104,445
|
212,774
|
Accounts payable and accrued expenses |
769,882
|
(100,561)
|
Franchise tax payable |
(32,765)
|
(119,265)
|
Net cash used in operating activities |
(905,315)
|
(814,461)
|
Cash Flows from Investing Activities: |
|
|
Purchase of U.S. government treasury obligations |
(40,450,597)
|
(365,098,000)
|
Proceeds from redemption of U.S. government treasury obligations |
27,198,000
|
365,098,000
|
Net cash used in investing activities |
(13,252,597)
|
|
Cash Flows from Financing Activities: |
|
|
Payment to redeeming stockholders |
(9,136,168)
|
|
Net cash used in financing activities |
(9,136,168)
|
|
Net Change in Cash, Cash Equivalents and Restricted Cash |
(23,294,080)
|
(814,461)
|
Cash and Cash Equivalents - Beginning of period |
23,812,574
|
842,059
|
Cash and Cash Equivalents - End of period |
518,494
|
27,598
|
Non-cash investing and financing activities: |
|
|
Waiver of deferred underwriting commissions by underwriter (see Note 6) |
6,014,585
|
|
Deemed contribution resulting from debt extinguishment |
115,200
|
|
Subsequent accretion of Class A common stock subject to redemption to redemption amount as of September 30, 2023 and 2022 |
$ 336,661
|
$ 1,200,053
|
X |
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v3.23.3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN
|
9 Months Ended |
Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN |
NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN
SEP
Acquisition Corp. and its wholly-owned and controlled subsidiary SEP Acquisition Holdings Inc. (together the
“Company”) formerly known as Mercury Ecommerce Acquisition Corp. (name of the Company changed on December 21,
2022), is a blank check company incorporated in Delaware on March 1, 2021. The Company was formed for the purpose of entering
into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses (a “Business Combination”). The Company is not limited to a particular industry or
geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth
company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies.
As
of September 30, 2023, the Company had not commenced any operations. All activity for the three and nine months ended September
30, 2023 and for the three and nine months ended September 30, 2022 relates to the Company’s formation and the initial public
offering (“Initial Public Offering”), which is described in Note 3, along with costs associated with the search for
a target to enter into the Business Combination with the Company. The Company will not generate any operating revenues until after
the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of realized
gains from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The
registration statement for the Company’s Initial Public Offering was declared effective on July 27, 2021. On July 30, 2021,
the Company consummated the Initial Public Offering of 17,500,000 units (the “Units” and, with respect to the shares
of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds
of $175,000,000 which is described in Note 3.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 7,850,000 warrants (the “Private Placement
Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Mercury Sponsor Group I LLC (the
“Sponsor”), generating gross proceeds of $7,850,000, which is described in Note 4.
The
Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units to
cover over-allotments, if any. On August 20, 2021, the underwriter partially exercised the over-allotment option and purchased
an additional 541,500 Units (the “Over-Allotment Units”), generating gross proceeds of $5,415,000, and incurred $108,300
in cash underwriting fees and $189,525 that will be payable to the underwriter for deferred underwriting commissions, which is
described in Note 3. On June 30, 2023, the underwriter agreed to waive its rights to its portion of the fee payable by the Company
for deferred underwriting commissions, which is described in Note 6.
Simultaneously
with the underwriter partially exercising the over-allotment option, the Sponsor purchased an additional 162,450 warrants (the
“Over-Allotment Private Placement Warrants”) at a price of $1.00 per Over-Allotment Private Placement Warrant ($162,450
in the aggregate), which is described in Note 4.
In
addition, the Sponsor agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised
in full by the underwriter. The underwriter partially exercised its over-allotment option on August 20, 2021 and forfeited the
remainder of the option; thus, 520,875 Founder Shares were forfeited by the Sponsor, which is described in Note 5.
Transaction
costs amounted to $15,401,418 consisting of $3,608,300 of underwriting fees, $6,314,525 of deferred underwriting fees, $764,193
of other offering costs, and $4,714,400 of the excess fair value of the Founder Shares sold over the purchase price of $4,150
(see Note 5).
Following
the closing of the Initial Public Offering and partial exercise of the underwriter’s over-allotment option, a total of $182,219,150
from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Private Placement Warrants, the
sale of the Over-Allotment Units, and the sale of the Over-Allotment Private Placement Warrants was placed in a Trust Account
(the “Trust Account”) and invested only in U.S. government treasury obligations with maturities of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct
U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the funds held in the Trust Account, as described below.
The
Company will provide its stockholders with the opportunity to redeem all or a portion of their 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. The stockholders will be entitled to redeem their shares for a pro rata portion
of the amount held in the Trust Account (initially $10.10 per share), calculated as of two business days prior to the completion
of a Business Combination, including 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
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation
of such Business Combination (or the Company's stockholder vote to remove the net tangible asset requirement from the Company's amended and restated certificate of incorporation (the "Amended and Restated Certificate of Incorporation")) and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder
vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder
vote for business or other reasons, the Company will, pursuant to the Amended
and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities
and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination.
If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined
in Note 5) have agreed to vote their Founder Shares and any Public Shares purchased in or after the Initial Public Offering in
favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with
a stockholder vote to approve a Business Combination. Additionally, each public stockholder may elect to redeem its Public Shares,
without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding
the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant
to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior
written consent.
The
initial stockholders have agreed to waive (a) their redemption rights with respect to any Founder Shares and any Public Shares
held by them in connection with the completion of an initial Business Combination, (b) their redemption rights with respect to
any Founder Shares and Public Shares held by them in connection with a stockholder vote to approve an amendment to the Amended
and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide holders
of Class A common stock the right to have their shares redeemed or to provide for the redemption of Public Shares in connection
with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business
Combination within the Combination Period (as defined below), or with respect to any other material provision relating to stockholder
rights or pre-initial Business Combination activity and (c) their rights to liquidating distributions from the Trust Account with
respect to any Founder Shares held by them if the Company fails to complete an initial Business Combination within the Combination
Period (as defined below). However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering,
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 (as defined below).
The
Company initially had 18 months, or 24 months if the Company had signed a definitive agreement with respect to an initial Business
Combination within such 18-month period from the closing of the Initial Public Offering to complete a Business Combination. Following
approval of the Extension Proposal (defined below), the Company has until July 30, 2024 to complete a Business Combination (the
"Combination Period"). If the Company is unable to complete a Business Combination within the Combination Period, 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, subject to lawfully available funds therefor, redeem the Public Shares, at a per share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals
and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the Company’s remaining stockholders and board of directors, dissolve and liquidate, subject in each
case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will
expire worthless if the Company fails to complete an initial Business Combination within the Combination Period.
On
December 20, 2022, the Company held a special meeting of stockholders where the Company’s stockholders approved the Extension
Amendment, extending the date by which the Company must consummate a business combination from January 30, 2023 (or July 30, 2023,
if the Company had executed a definitive agreement for a business combination by January 30, 2023) to July 30, 2024 (the “Extension
Proposal”). In connection with the Extension Proposal, the Company was required to permit public stockholders to redeem
their shares of the Company’s Class A Common Stock. Of the 18,041,500 shares of the Company’s Class A common stock
outstanding, the holders of 16,737,241 shares of the Company’s Class A common stock elected to redeem their shares at a
per share redemption price of approximately $10.22. As a result, the Company transferred cash in the amount of $185,001,686 to
the Trustee, of which $171,094,003 was designated to pay such holders who had elected to redeem their shares in connection with
the Extension Proposal. As of December 31, 2022, $161,957,835 had been paid to the redeeming stockholders and $22,468,765 remained
in restricted cash, $9,136,168 of which was paid subsequent to December 31, 2022 to such holders who elected to redeem their shares.
Following the redemptions, the Company had 1,304,259 shares of the Company’s Class A Common Stock outstanding and $13,332,597
remained in the Trust Account (i.e. approximately $10.22 per share of the Company’s Class A Common Stock).
In
order to protect the amounts in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the
extent any claims by a third party (other than the Company’s independent registered accounting firm) for services rendered
or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction
agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) the actual amount per
Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due
to reductions in the value of the trust assets, in each case net of permitted withdrawals, except as to any claims by a third
party (including such target business) that executed a waiver of any and all rights to the monies held in the Trust Account (whether
any such waiver is enforceable) and except as to any claims under the Company’s indemnity or contribution of the underwriter
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the
Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s
independent registered 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.
Nasdaq
Notifications
On
January 22, 2023, the Company received a written notice from the listing qualifications department staff of The Nasdaq Stock Market
(“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5550(a)(4), due to the Company’s
failure to meet the minimum 500,000 publicly held shares requirement for continued listing on the Nasdaq Capital Market. On February
9, 2023, the Company submitted to Nasdaq a plan to regain compliance with Listing Rule 5550(a)(4), pursuant to which the Company’s
Chairman, Mr. Blair Garrou, agreed to sell 80,000 of the shares of Class A Common Stock he is deemed to beneficially own through
Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC by means of private sales to unaffiliated buyers. After the private
sales of 80,000 shares of Class A common stock to unaffiliated buyers, the Company has 509,259 publicly held shares as defined
in Listing Rule 5001(a)(35) of the Nasdaq Rules. Based on the Company’s submission, the Company received a letter on February
27, 2023, in which the Nasdaq staff determined to grant the Company an extension of time to regain compliance with the Listing
Rule 5550(a)(4). Under the terms of the extension, the Company was required to file with the SEC and Nasdaq a public document
containing the Company’s current total shares outstanding and a beneficial ownership table in accordance with SEC proxy
rules on or before March 31, 2023, which the Company complied with by virtue of filing the beneficial ownership table in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2022. On April 4, 2023, the Company received a written notice from
the listing qualifications department of Nasdaq stating that the Nasdaq staff had determined that the Company was in compliance
with Listing Rule 5550(a)(4) and that the matter was now closed.
On
March 28, 2023, the Company received a written notice from the listing qualifications department staff of Nasdaq notifying the
Company that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”)
was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule
5550(b)(2) (the “Market Value Standard”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company had
180 calendar days, or until September 25, 2023, to regain compliance with the Market Value Standard. To regain compliance with
the Market Value Standard, the MVLS for the Company’s common stock was required to be at least $35 million for a minimum of 10 consecutive
business days at any time during this 180-day period.
On
September 27, 2023, the Company received a determination letter (“the Letter”) from the Staff of Nasdaq stating
that the Company had not regained compliance with the MVLS standard, since the Company’s Class A Common Stock, was
below the $35 million minimum MVLS requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule
5550(b)(2) and had not been at least $35 million for a minimum of 10 consecutive business days at any time during the 180-day
grace period granted to the Company. Pursuant to the Letter, unless the Company requested a hearing to appeal
this determination by 4:00 p.m. Eastern Time on October 4, 2023, the Company’s Class A Common Stock would have been
delisted from The Nasdaq Capital Market, trading of the Company’s Class A Common Stock would have been suspended at the
opening of business on October 6, 2023, and a Form 25-NSE would have been filed with the SEC, which would have removed the
Company’s securities from listing and registration on Nasdaq. On October 3, 2023 the Company requested a hearing before
the Nasdaq Hearings Panel (the “Panel”) to appeal the Letter received on September 27, 2023.
On October 23, 2023, the Company received a letter from the Staff of Nasdaq notifying the Company that
it has regained compliance with Nasdaq’s $35 million minimum MVLS requirement, and the Company is therefore in compliance
with The Nasdaq Capital Market’s listing requirements. As a result, Nasdaq has cancelled the hearing requested by the Company
to appeal the Staff’s prior delisting determination and has confirmed that the Company’s Class A Common Stock will
continue to be listed and traded on The Nasdaq Capital Market under the symbol “SEPA.” In order to bring the Company
into compliance with the MVLS standard, the Sponsor elected to convert 2,415,375 of its shares of Class B Common Stock into 2,415,375
shares of Class A Common Stock (see Note 11) so that the Company's MVLS exceeded the $35 million minimum requirement.
SANUWAVE
Merger Agreement
On
August 23, 2023, the Company, a Delaware corporation (“Acquiror” or “SPAC”), entered into an Agreement and
Plan of Merger (the “Merger Agreement”) by and among the Company, SEP Acquisition Holdings Inc., a Nevada corporation
and a wholly owned subsidiary of the Company (“Merger Sub”) (Merger Sub and SEP Acquisition Corp. are collectively the “Company”), and SANUWAVE Health, Inc., a Nevada corporation (the “SANUWAVE”).
The transactions contemplated by the Merger Agreement are referred to herein as the “Merger” or the “Merger Agreement”
whereby the Merger between the Company and SANUWAVE will be effected at the effective time (the “Effective Time”). The
terms of the Merger Agreement, which contains customary representations and warranties, covenants, closing conditions and other
terms relating to the Merger and the other transactions contemplated hereby, are summarized below.
Pursuant
to the Merger Agreement, at the closing of the Merger, the SANUWAVE Security Holders of (i) SANUWAVE Common Stock, (ii) in-the-money
outstanding options to purchase SANUWAVE Common Stock, immediately prior to the Effective Time, (iii) in-the-money SANUWAVE Warrants
that are outstanding and unexercised and have not been exchanged for shares of SANUWAVE Common Stock immediately prior to the
Effective time, and (iv) the holders of SANUWAVE convertible promissory notes that are outstanding and unexercised and have not
been exchanged for shares of SANUWAVE Common Stock immediately prior to the Effective Time, shall be entitled to receive from
the Company, in aggregate, an amount equal to 7,793,000 shares of Class A Common Stock (the “Merger Consideration”),
paid or reserved for issuance and payable.
Conditions
to Closing
The Merger Agreement contains customary
conditions to closing, including the following mutual conditions of the parties, unless waived: (i) approval of the stockholders
of the Company and SANUWAVE, (ii) approvals of any required governmental authorities, (iii) no law or order preventing the Merger,
(iv) the filing of certain Charter Amendments pursuant to the Merger Agreement (the “Charter Amendments”), (v) the
appointment of the Company's post-closing board of directors, (vi) pursuant to the Merger Agreement, a Registration Statement
having been declared effective by the SEC, (vii) approval of the Class A Common Stock of the Company for listing on NASDAQ, (vii)
holders of 80% or more of SANUWAVE's convertible notes with a maturity date occurring after the date of the Closing (the “Closing
Date”), measured by number of shares into which such convertible notes may be converted, agreeing to convert their convertible
notes into shares of SANUWAVE Common Stock immediately prior to the Effective Time, (ix) holders of 80% or more of SANUWAVE’s
warrants that would be outstanding on the Closing Date, measured by number of shares subject to all such warrants in the aggregate,
agreeing to convert their warrants into shares of SANUWAVE Common Stock immediately prior to the Effective Time, and (x) the Company
having, at the Closing, at least $12,000,000 in cash and cash equivalents, including funds remaining in the trust account (after
giving effect to the completion and payment of any redemptions) and the proceeds of any Private Investment in Public Equity (“PIPE
Investment”).
Certain
SANUWAVE Related Agreements
Voting
Agreements
Simultaneously
with the execution and delivery of the Merger Agreement, the Company and SANUWAVE have entered into voting agreements (collectively,
the “Voting Agreements”) with certain stockholders of SANUWAVE required to approve the Transactions. Under the Voting
Agreements, each SANUWAVE stockholder party thereto has agreed to vote all of such stockholder’s shares of SANUWAVE in favor
of the Merger Agreement and the Transactions and to otherwise take (or not take, as applicable) certain other actions in support
of the Merger Agreement and the Transactions and the other matters to be submitted to the SANUWAVE stockholders for approval in
connection with the Transactions, in the manner and subject to the conditions set forth in the Voting Agreements, and provide
a proxy to the Company to vote such SANUWAVE shares accordingly (subject to the condition that the Registration Statement has
been declared effective by the SEC, provided that the covenants not to take certain actions to delay, impair or impede the Transactions
as set forth in the Voting Agreements shall take effect from the date such agreements are executed). The Voting Agreements prevent
transfers of the SANUWAVE shares held by the SANUWAVE stockholders party thereto between the date of the Voting Agreement and
the termination of such Voting Agreement, except for certain permitted transfers where the recipient also agrees to comply with
the Voting Agreement.
Sponsor
Voting Agreement
Simultaneously
with the execution and delivery of the Merger Agreement, the Company and SANUWAVE have entered into a voting agreement (the “Sponsor
Voting Agreement”) with Mercury Sponsor Group I LLC, a Delaware limited liability company (the “Sponsor”). Under
the Sponsor Voting Agreement, the Sponsor has agreed to vote all of the Sponsor’s shares of the Company in favor of the
Merger Agreement and the Transactions and to otherwise take (or not take, as applicable) certain other actions in support of the
Merger Agreement and the Transactions and the other matters to be submitted to the Company stockholders for approval in connection
with the Transactions, in the manner and subject to the conditions set forth in the Sponsor Voting Agreement, and provide a proxy
to SANUWAVE to vote such Company shares accordingly (subject to the condition that the Registration Statement has been declared
effective by the SEC, provided that the covenants not to take certain actions to delay, impair or impede the Transactions as set
forth in the Sponsor Voting Agreement shall take effect from the date such agreement is executed). The Sponsor Voting Agreement
prevents transfers of the Company shares held by the Sponsor between the date of the Sponsor Voting Agreement and the termination
of such Sponsor Voting Agreement, except for certain permitted transfers where the recipient also agrees to comply with the Sponsor
Voting Agreement.
Voting
and Non-Redemption Agreement
Simultaneously with the execution and delivery of the Merger Agreement, the Company has entered into voting
and non-redemption agreements (collectively, the “Voting and Non-Redemption Agreements”) with certain stockholders
of the Company required to approve the Transactions. Under the Voting and Non-Redemption Agreements, each stockholder party thereto
has agreed to vote all of such stockholder’s shares in favor of the Merger Agreement and the Transactions and to otherwise
take (or not take, as applicable) certain other actions in support of the Merger Agreement and the Transactions and the other matters
to be submitted to the Company’s stockholders for approval in connection with the Transactions, in the manner and subject
to the conditions set forth in the Voting and Non-Redemption Agreements, and provide a proxy to the Company to vote such shares
accordingly. Under the Voting and Non-Redemption Agreements, each Company stockholder party thereto agreed to not redeem certain
of such stockholder’s shares pursuant to or in connection with the Merger. In consideration for entering into and complying
with the terms of the Voting and Non-Redemption Agreements, each stockholder will receive shares of Class A Common Stock in accordance
with the formula set forth in the Voting and Non-Redemption Agreements. The formula, rounded down to the nearest whole number, is (($10 - PIPE Price) x number of Non-redeemed securities)/ PIPE price. The Voting and Non-Redemption Agreements prevent transfers of the shares
held by the stockholders party thereto between the date of the Voting and Non-Redemption Agreement and the Closing Date or
earlier termination of the Merger Agreement or such Voting and Non-Redemption Agreement, except for certain permitted transfers
where the recipient also agrees to comply with the Voting and Non-Redemption Agreement. Pursuant to the Voting and Non-Redemption
Agreements, certain stockholders agreed to vote an aggregate of 865,000
shares of Class A Common Stock in favor of the Merger Agreement and Transactions and agreed not to redeem an aggregate of 681,512
shares of Class A Common Stock (representing approximately $7.0
million (calculated based on the funds held in the trust account as of June 30, 2023) that the Company would have otherwise been required
to pay to redeem such shares in connection with the Merger).
Lock-Up
Agreement
Simultaneously
with the execution and delivery of the Merger Agreement, certain stockholders of SANUWAVE each entered into a Lock-Up Agreement
with the Company (collectively, the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, each SANUWAVE stockholder
party thereto agreed not to, during the period commencing from the Closing and ending 180 days after the Closing (subject to early
release if SANUWAVE consummates a liquidation, merger, share exchange or other similar transaction that results in all of the
Company stockholders having the right to exchange their shares for cash, securities or other property): (i) sell, offer to sell,
contract to sell, hypothecate, pledge, grant an option to purchase or otherwise dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidation or decrease a call equivalent position, any Company restricted securities,
(ii) enter any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any security, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in
clauses (i) or (ii) above is to be settled by delivery of the Company restricted securities, in cash or otherwise (in each case,
subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up
Agreement).
Letter
Agreement Amendment
Upon
approval of certain of the Company’s stockholders and immediately prior to the Closing, certain insider stockholders of
the Company and other Company stockholders will enter into an amendment to that certain Letter Agreement, dated July 27, 2021
(the “Letter Agreement”), among the Company, the Sponsor, insider stockholders and other Company stockholders (the “Letter
Agreement Amendment”). Pursuant to the Letter Agreement Amendment, each Company stockholder party thereto will agree not to,
until 180 days after the completion of the Company’s initial Business Combination (as defined in the Letter Agreement) (subject
to early release if the Company consummates a liquidation, merger, share exchange or other similar transaction that results in
all of the Company stockholders having the right to exchange their shares for cash, securities or other property): (i) sell, offer
to sell, contract to sell, hypothecate, pledge, grant an option to purchase or otherwise dispose of, directly or indirectly, or
establish or increase a put equivalent position or liquidation or decrease a call equivalent position, any Company restricted
securities, (ii) enter any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction
described in clauses (i) or (ii) above is to be settled by delivery of the Company restricted securities, in cash or otherwise
(in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions
in the Letter Agreement).
Warrant
Agreement Amendment
Upon
approval of the Company’s warrant holders and immediately prior to the Closing, the Company and its warrant agent, will
enter into an amendment (the “Warrant Agreement Amendment”) to that certain Warrant Agreement dated as of July 21,
2021 (the “Warrant Agreement”). Pursuant to the Warrant Agreement Amendment, (i) Public Warrants (as defined in the
Warrant Agreement) are not exercisable to purchase shares of Class A Common Stock, and instead, as of immediately prior to the
Effective Time, will be automatically converted into the right to receive 450,336 shares of Class A Common Stock of the Company
in accordance with the calculation described in the Warrant Agreement Amendment, (ii) Private Placement Warrants (as defined in
the Warrant Agreement) are not exercisable to purchase shares of Class A Common Stock and instead, as of immediately prior to
the Effective Time, will be automatically converted into the right to receive 400,000 shares of Class A Common Stock of the Company
in accordance with the calculation described in the Warrant Agreement Amendment, and (iii) until the Closing or earlier termination
of the Merger Agreement, (A) the terms of Section 3 of the Warrant Agreement regarding any exercise of a warrant or issuance of
Class A Common Stock in connection therewith will be of no force or effect and (B) the terms of Section 6 of the Warrant Agreement
will be of no force or effect.
Going
Concern Consideration
As
of September 30, 2023, the Company had $518,494
in cash held outside of the Trust Account and a working capital deficit of $1,707,317. The Company anticipates that the cash
held outside of the Trust Account as of September 30, 2023 will not be sufficient to allow the Company to operate for at
least the next 12 months from the issuance of the unaudited condensed consolidated financial statements, assuming that a
Business Combination is not consummated during that time. Over this time period, the Company will be using the funds held
outside of the Trust Account for paying existing accounts payable and accrued liabilities, 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 Business Combination. These conditions raise substantial doubt about the Company’s ability to continue
as a going concern for a period of time within one year after the date that the unaudited condensed consolidated financial
statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. In
addition, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are
not obligated to, loan the Company additional funds as may be required under the Working Capital Loans (as defined in Note
5). There is no assurance that the Company’s plans to consummate the Business Combination will be successful or
successful within the Combination Period or that the Sponsor or an affiliate of the Sponsor, or certain of the
Company’s officers and directors will loan the Company funds as may be required under the Working Capital
Loans.
As a result of the above, in connection with the Company’s assessment of going concern, management
has determined that the conditions described above raise substantial doubt about the Company’s ability to continue as a going
concern through approximately one year from the date the unaudited condensed consolidated financial statements are issued. The
unaudited condensed consolidated 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
The
credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and
Russia, the war in the Middle East, and other political tensions. The conflicts are expected to have further global economic consequences,
including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence,
declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition,
the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory
action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing
consequences, including those the Company cannot yet predict, may cause the Company’s business, financial condition, results
of operations and the price of the Company’s common stock to be adversely affected.
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- DefinitionThe entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
Principles of Consolidation and Financial Statement Presentation
The accompanying unaudited condensed consolidated financial statements of the Company are presented in
conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the
rules and regulations of the SEC. Certain information or footnote disclosures normally included in unaudited condensed consolidated
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 comprehensive
presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited
condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary
for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited
condensed consolidated financial statements should be read in conjunction with the Company’s 2022 Form 10-K as filed with
the SEC on March 31, 2023. 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 periods.
The condensed consolidated financial statements include the accounts of SEP Acquisition Corp. and its wholly-owned
and controlled subsidiary, SEP Acquisition Holdings Inc., after elimination of all intercompany transactions and balances
as of September 30, 2023 and December 31, 2022.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies.
The
JOBS Act provides that an emerging growth 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. The Company has
elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has
different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or
revised standard at the time private companies adopt the new or revised standard. This may make comparison of the
Company’s unaudited condensed consolidated financial statements with another public company which is neither an
emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The preparation of unaudited condensed consolidated 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 unaudited condensed consolidated 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 unaudited condensed consolidated
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 from those estimates. The initial valuation of
the Public Warrants (as defined in Note 3), Private Placement Warrants, and Class A common stock subject to redemption
required management to exercise significant judgement in its estimates.
Cash,
Cash Equivalents, and Restricted Cash
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance
sheets that sum to the total of the same amounts shown in the statements of cash flows.
Schedule Of Cash And Cash Equivalents
| |
September 30, 2023 | | |
December 31, 2022 | |
| |
(Unaudited) | | |
| | |
Cash | |
$ | 50,750 | | |
$ | 1,343,809 | |
Cash equivalents | |
| 467,744 | | |
| — | |
Restricted cash | |
| — | | |
| 22,468,765 | |
Total Cash | |
$ | 518,494 | | |
$ | 23,812,574 | |
Cash
Equivalents
The
Company invests auxiliary funds from the operating bank account into trading securities held in the brokerage account. The investments
consist of U.S. government treasury obligations with a fair value of $467,744 and $0 at September 30, 2023 and December 31,
2022, respectively.
Restricted
Cash Held with Trustee
In
connection with the Extension Amendment, the Company transferred cash in the amount of $185,001,686 to the Trustee. As of September 30,
2023 and December 31, 2022, the Company had $0 and $22,468,765 in restricted cash held with the Trustee, respectively. The Company
does not have access to these funds. The assets held with the Trustee were solely used in the payout to redeeming stockholders.
During the nine months ended September 30, 2023, of the remaining restricted cash held with the Trustee, $9,136,168 was paid
to remaining redeeming stockholders and $13,332,597 was transferred back to the Trust Account.
Investments
Held in Trust Account
As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in
U.S. government treasury obligations with maturities of 185 days or less, which were invested in U.S. Treasury securities. Trading
securities are presented on the condensed consolidated 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 are included in unrealized gains (losses) on investments
held in Trust Account and realized gains (losses) on investments held in Trust Account in the accompanying unaudited condensed
consolidated statements of operations.
Common
Stock Subject to Possible Redemption
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”). Common stock subject to mandatory redemption
are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common
stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence
of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common
stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock includes certain redemption
rights that are outside of the Company’s control and subject to the occurrence of uncertain future events and therefore
is classified as temporary equity. As of September 30, 2023 and December 31, 2022, 1,304,259 shares of Class A common stock
subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit
section of the Company’s balance sheets.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A
common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount
of redeemable Class A common stock are recorded against additional paid-in capital and accumulated deficit. The Company recorded
an initial accretion of carrying value to redemption valuation of $25,012,764 upon consummation of the Initial Public Offering.
For the period from March 1, 2021 (inception) through December 31, 2021, the Company recorded accretion of carrying value to redemption
value of $29,687 due to the unrealized gain on the investments held in the Trust Account. For the year ended December 31, 2022,
the Company recorded accretion of carrying value to redemption value of $2,177,762 due to the $2,752,849 of realized gain on the
investments held in the Trust Account partially offset by $575,087 transferred to the operating bank account for taxes, as the
holders of the Class A common stock subject to redemption have the right to redeem their shares for a pro rata portion of the
amount held in the Trust Account including any pro rata gains earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations. For the three and nine months ended September 30, 2023, the Company subsequently
recorded accretion of carrying value to redemption value of $34,856 and $336,661 due to the unrealized gain on the investments
held in the Trust Account, respectively.
As
of September 30, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the unaudited
condensed consolidated financial statements is reconciled in the following table:
Class A Common Stock Subject to Possible Redemption
Gross proceeds | |
$ | 180,415,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (8,569,713 | ) |
Issuance costs allocated to Class A common stock | |
| (14,638,901 | ) |
Plus: | |
| | |
Initial accretion of carrying value to redemption value | |
| 25,012,764 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2021 | |
| 29,687 | |
Class A common stock subject to possible redemption as of December 31, 2021 | |
| 182,248,837 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2022 | |
| 2,177,762 | |
Stockholder redemption of 16,737,241 shares at $10.10 per share plus realized gains | |
| (171,094,002 | ) |
Class A common stock subject to possible redemption as of December 31, 2022 | |
| 13,332,597 | |
Subsequent accretion of carrying value to redemption value as of March 31, 2023 | |
| 141,323 | |
Class A common stock subject to possible redemption as of March 31, 2023 | |
| 13,473,920 | |
Subsequent accretion of carrying value to redemption value as of June 30, 2023 | |
| 160,482 | |
Class A common stock subject to possible redemption as of June 30, 2023 | |
| 13,634,402 | |
Subsequent accretion of carrying value to redemption value as of September 30, 2023 | |
| 34,856 | |
Class A common stock subject to possible redemption as of September 30, 2023 | |
$ | 13,669,258 | |
Warrant
Liabilities
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC
815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each
subsequent quarterly period end date while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded
as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the
criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance,
and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain
or loss on the statements of operations. See Note 10 for details regarding the valuation of the Public Warrants (as defined in
Note 3) and the Private Placement Warrants.
Offering
Costs Associated with the Initial Public Offering
The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering.
Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related
to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in
equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities
are expensed immediately. The Company incurred offering costs amounting to $15,401,418 as a result of the Initial Public Offering
(consisting of $3,608,300 of underwriting fees, $6,314,525 of deferred underwriting fees, $764,193 of other offering costs, and
$4,714,400 of the excess fair value of the Founder Shares sold over the purchase price of $4,150 (see Note 5). Offering costs
recorded to equity amounted to $14,638,901 and offering costs that were expensed amounted to $762,517.
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which
requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result
in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences
are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to
the amount expected to be realized.
ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of
tax positions 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. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits, if any, 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 is subject to income tax examinations
by major taxing authorities since inception. The Company's effective tax rate from continuing operations was 0.0% and 0.0% for
the three and nine months ended September 30, 2023 and for the three and nine months ended September 30, 2022, respectively.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage. The Company has not experienced losses on this account
and management believes the Company is not exposed to significant risks on such account.
On
March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation,
which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 10, 2023, the Company announced
that it held all of its operating cash deposits with SVB in the amount of $1,343,809. None of the Company’s Trust Account
deposits are held at SVB. Following the joint announcement issued by the Department of the Treasury, Federal Reserve, and FDIC
on March 12, 2023, whereby the FDIC will complete its resolution of the receivership of SVB in a manner that fully protects all
depositors, the Company has access to all of their operating funds. On March 27, 2023, SVB was acquired by First Citizens Bank
and the Company’s deposits continue to be FDIC insured.
Net
Income (Loss) Per Common Share
Net
income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock
outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and
private placement to purchase an aggregate of 17,033,200 shares in the calculation of diluted income (loss) per share, since the
exercise of the warrants is contingent upon the occurrence of future events. In order to determine the net income (loss) attributable
to both the public Class A common stock and Class B common stock, the Company first considered the total income (loss) allocable
to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating
net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible
redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable
to both sets of shares, the Company split the amount to be allocated using a ratio of 22% for the Class A common stock and 78%
for the Class B common stock for the three and nine months ended September 30, 2023 and a ratio of 80% for the Class A common stock and 20% for the Class B
common stock for the three and nine months ended September 30, 2022, reflective of the respective participation rights.
The change in allocation ratios for the three and nine months ended September 30, 2023 and for the three and nine months ended
September 30, 2022 are due to the redemptions of Class A common stock (see Note 1).
The
following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share
amounts):
| |
For the three months ended September 30, 2023 | | |
For the three months ended September 30, 2022 | | |
For the nine months ended September 30, 2023 | | |
For the nine months ended September 30, 2022 | |
Net (loss) income | |
$ | (2,064,081 | ) | |
$ | 2,668,049 | | |
$ | (1,855,229 | ) | |
$ | 6,865,260 | |
Accretion of Class A common stock to redemption amount | |
| (34,856 | ) | |
| (897,964 | ) | |
| (336,661 | ) | |
| (1,200,053 | ) |
Gain on waiver of deferred underwriting commissions by underwriter | |
| — | | |
| — | | |
| 6,014,585 | | |
| — | |
Net (loss) income including accretion of temporary equity to redemption value and gain on waiver of deferred underwriting commissions by underwriter | |
$ | (2,098,937 | ) | |
$ | 1,770,085 | | |
$ | 3,822,695 | | |
$ | 5,665,207 | |
| |
For the Three Months Ended September 30, | | |
For the Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Basic and diluted net (loss) income per share: | |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | |
Numerator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income including accretion of temporary equity to redemption value and gain on waiver of deferred underwriting commissions by underwriter | |
$ | (470,805 | ) | |
$ | (1,628,132 | ) | |
$ | 1,416,068 | | |
$ | 354,017 | | |
$ | 857,455 | | |
$ | 2,965,240 | | |
$ | 4,532,166 | | |
$ | 1,133,041 | |
Accretion of Class A common stock to redemption amount | |
| 34,856 | | |
| — | | |
| 897,964 | | |
| — | | |
| 336,661 | | |
| — | | |
| 1,200,053 | | |
| — | |
Gain on waiver of deferred underwriting commissions by underwriter | |
| — | | |
| — | | |
| — | | |
| — | | |
| (6,014,585 | ) | |
| — | | |
| — | | |
| — | |
Net (loss) income | |
$ | (435,949 | ) | |
$ | (1,628,132 | ) | |
$ | 2,314,032 | | |
$ | 354,017 | | |
$ | (4,820,469 | ) | |
| 2,965,240 | | |
$ | 5,732,219 | | |
$ | 1,133,041 | |
Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted Average Common Stock | |
| 1,304,259 | | |
| 4,510,375 | | |
| 18,041,500 | | |
| 4,510,375 | | |
| 1,304,259 | | |
| 4,510,375 | | |
| 18,041,500 | | |
| 4,510,375 | |
Basic and diluted net (loss) income per common share | |
$ | (0.33 | ) | |
$ | (0.36 | ) | |
$ | 0.13 | | |
$ | 0.08 | | |
$ | (3.70 | ) | |
$ | 0.66 | | |
$ | 0.32 | | |
$ | 0.25 | |
As of September 30, 2023 and December 31,
2022, no Founder Shares remain subject to forfeiture, as such the Company did not have any dilutive securities and other contracts
that could, potentially, be exercised or converted into common stock and share in earnings. As a result, diluted (loss) income
per share is the same as basic (loss) income per share for the periods presented.
Fair Value of Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement (“ASC 820”), approximates
the carrying amounts represented in the accompanying unaudited balance sheets, primarily due to their short-term nature.
The Company applies ASC 820, which establishes
a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value
as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s
principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value
hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in
pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity.
Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the
assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information
available in the circumstances.
The fair value of the Company’s financial
assets and liabilities, other than the investments held in the Trust Account and warrant liabilities, approximate the carrying
amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Level 1 — Assets and liabilities
with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such
as quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value
measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct
or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 — Inputs to the fair value
measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists
for the assets or liabilities.
See Note 10 for additional information
on assets and liabilities measured at fair value.
Recent Accounting Pronouncements
The Company’s management does not
believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the accompanying unaudited condensed consolidated financial statements.
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v3.23.3
INITIAL PUBLIC OFFERING
|
9 Months Ended |
Sep. 30, 2023 |
Initial Public Offering |
|
INITIAL PUBLIC OFFERING |
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering,
the Company sold 17,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock
and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one
share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7).
The Company had granted the underwriter
in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments, if any. On
August 20, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 541,500 Over-Allotment
Units, generating gross proceeds of $5,415,000, and incurred $108,300 in cash underwriting fees and $189,525 that will be payable
to the underwriter for deferred underwriting commissions.
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v3.23.3
PRIVATE PLACEMENT
|
9 Months Ended |
Sep. 30, 2023 |
Private Placement |
|
PRIVATE PLACEMENT |
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the
Initial Public Offering, the Sponsor purchased an aggregate of 7,850,000 Private Placement Warrants at a price of $1.00 per Private
Placement Warrant ($7,850,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one share of Class A
common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net
proceeds from the Initial Public Offering 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 Warrants will be used to fund the redemption of the
Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. Upon the
purchase of the Private Placement Warrants by the Sponsor, the Company recorded the excess proceeds received over the fair value
of the Private Placement Warrants as additional paid-in capital.
Simultaneously with the underwriter partially
exercising the over-allotment option, the Sponsor purchased an additional 162,450 Over-Allotment Private Placement Warrants at
a price of $1.00 per Over-Allotment Private Placement Warrant ($162,450 in the aggregate).
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v3.23.3
RELATED PARTY TRANSACTIONS
|
9 Months Ended |
Sep. 30, 2023 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On March 4, 2021, the Sponsor paid an aggregate
of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,031,250 shares of Class B common
stock (the “Founder Shares”). The outstanding Founder Shares included an aggregate of up to 656,250 shares of Class
B common stock subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option was not exercised
in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding
shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering).
The underwriter partially exercised its over-allotment option on August 20, 2021 and forfeited the remainder of the option; thus,
520,875 Founder Shares were forfeited by the Sponsor.
A total of ten anchor investors purchased
14,402,000 Units in the Initial Public Offering at the offering price of $10.00 per Unit; seven anchor investors purchased 1,732,500
Units in the Initial Public Offering at the offering price of $10.00 per Unit, and such allocations were determined by the underwriter;
one anchor investor purchased 1,400,000 Units in the Initial Public Offering at the offering price of $10.00 per unit; and two
anchor investors purchased 437,500 Units in the Initial Public Offering at the offering price of $10.00 per Unit. In connection
with the purchase of such Units, the anchor investors have not been granted any stockholder or other rights in addition to those
afforded to the Company’s other public stockholders. Further, the anchor investors are not required to (i) hold any Units,
Class A common stock or warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote
any Class A common stock they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising
their right to redeem their Public Shares at the time of the Business Combination. The anchor investors will have the same rights
to the funds held in the Trust Account with respect to the Class A common stock underlying the Units they purchased in the Initial
Public Offering as the rights afforded to the Company’s other public stockholders.
Each anchor investor has entered into separate
investment agreements with the Company and the Sponsor pursuant to which each anchor investor purchased a specified number of Founder
Shares, or an aggregate of 830,000 Founder Shares, from the Sponsor for $0.005 per share, or an aggregate purchase price of $4,150
at the closing of the Initial Public Offering, which was subject to such anchor investor’s acquisition of 100% of the Units
allocated to it by the underwriter in the Initial Public Offering. Pursuant to the investment agreements, the anchor investors
have agreed to (a) vote any Founder Shares held by them in favor of the Business Combination and (b) subject any Founder Shares
held by them to the same lock-up restrictions as the Founder Shares held by the Sponsor and independent directors.
The Company estimated the fair value of
the Founder Shares attributable to the anchor investors to be $4,714,400 or $5.68 per share. The excess of the fair value of the
Founder Shares sold over the purchase price of $4,150 (or $0.005 per share) was determined to be an offering cost in accordance
with Staff Accounting Bulletin Topic 5A. Accordingly, the offering costs were allocated to the separable financial instruments
issued in the Initial Public Offering in proportion to the amount allocated to the Class A common stock and Public Warrants, compared
to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed immediately in the statement
of operations. Offering costs allocated to the Public Shares were charged to temporary equity upon the completion of the Initial
Public Offering.
Promissory Note - Related Party
On March 4, 2021, the Company issued an
unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to
an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing
and was payable on the earlier of (i) August 30, 2021 or (ii) the consummation of the Initial Public Offering. As of September 30,
2023 and December 31, 2022, there was no outstanding balance under the Promissory Note. The outstanding balance under the Promissory
Note was repaid at the closing of the Initial Public Offering on July 30, 2021.
On October 11, 2022, the Company issued
an unsecured Second Promissory Note (the “Second Promissory Note”) to the Sponsor, pursuant to which the Company could
borrow up to $1,000,000 from the Second Promissory Note at a 6% interest rate on or before October 11, 2024 to cover, among other
things, expenses related to a business combination. On October 11, 2022, the Company borrowed $200,000 under the Second Promissory
Note. Between December 21, 2022 and December 27, 2022 the Company borrowed a total of $760,000 under the Second Promissory Note
bringing the total drawdowns to $960,000 as of December 31, 2022.
In connection with the Merger
Agreement (see Note 1) entered into on August 23, 2023, the Company and its Sponsor entered into an agreement (the
"Sponsor Debt Conversion Agreement" or “Convertible Promissory Note”), pursuant to which, the Sponsor has agreed to cancel and release the
outstanding indebtedness under the Second Promissory Note in exchange for and in consideration of, the issuance to the Sponsor by the Company of 100,000
shares of Class A Common Stock at the PIPE Investment Closing. The outstanding indebtedness of the Second Promissory Note
includes its original principal amount of up to $1,000,000
including accrued but unpaid interest, fees, expenses and other amounts payable to the Second Promissory Note. The Sponsor
Debt Conversion Agreement is contingent and effective upon the closing of the Merger. In accordance with ASC 470-50-40-10, a
modification or an exchange of debt that adds or eliminates a substantive conversion option as of the conversion date is considered substantial and require extinguishment accounting, noting pursuant to 470-20-40-7 that a conversion
feature must be reasonably possible to be considered substantive. The Company determined the conversion feature did meet the
criteria to be considered substantive and the Sponsor Debt Conversion Agreement was deemed to be an extinguishment under ASC
470, bringing the outstanding balance under the Second Promissory Note to zero at September 30, 2023. The Sponsor Debt Conversion Agreement was entered into with a related party and as a result, the Company recorded a deemed
contribution resulting from debt extinguishment for $115,200
in the Condensed Consolidated Statements of Changes in Stockholders’ Deficit.
The Company evaluated the embedded feature
within the Sponsor Debt Conversion Agreement in accordance with ASC 815-15 and determined the embedded feature is not clearly and
closely related to the debt host instrument and therefore will be separately measured at fair value, with subsequent changes in
fair value recognized in the Condensed Consolidated Statement of Operations.
Management used a probability-based analysis
to estimate the fair value of the derivative liability at inception. The original value of the derivative liability was recorded
as a debt discount to the Convertible Promissory Note and the debt discount is amortized as non-cash interest expense over the
life of the Convertible Promissory Note. The fair value of the derivative liability at inception of the Sponsor Debt Conversion
Agreement on August 23, 2023 was $127,097.
At September 30, 2023 and December 31, 2022, the fair value of the derivative liability was $142,761 and
$0, respectively. The Company recorded an expense of $15,664 resulting from the increase in fair value of the derivative liability
during the three and nine months ended September 30, 2023. Additionally, the Company recorded a debt discount in the amount of
$127,097 during the three months ended September 30, 2023. The debt discount is being amortized to interest expense over the life of the Convertible Promissory
Note. Amounts amortized to interest expense were $11,638 and $0 for the three and nine months ended September 30, 2023 and 2022,
respectively. The unamortized debt discount as of September 30, 2023 was $115,459.
Administrative Support Agreement
The Company entered into an agreement to
pay the Sponsor a total of $10,000 per month for administrative, financial and support services. Upon the completion of an initial
Business Combination, the Company will cease paying these monthly fees. As of July 1, 2022, the administrative support agreement
was terminated and no further expense was incurred. For the three and nine months ended September 30, 2023, the Company did not
incur expenses under this agreement. For the three and nine months ended September 30, 2022, the Company incurred expenses $0 and
$60,000, respectively under this agreement and is included within formation and operating costs on the accompanying unaudited condensed consolidated
statement of operations.
Related Party Loans
In addition, in order to finance transaction
costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company additional funds as may be required (“Working Capital
Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds
held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held
outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined
and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans
may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.
As of September 30, 2023, and December 31, 2022, there were no working capital loans outstanding.
|
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v3.23.3
COMMITMENTS AND CONTINGENCIES
|
9 Months Ended |
Sep. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration and Stockholder Rights
Agreement
Pursuant to a registration rights agreement
entered into on July 27, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon
conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants
or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration
rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into
shares of Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form
registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination
and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company
will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company had granted the underwriter
in the Initial Public Offering a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments, if any. On
August 20, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 541,500 Units (the “Over-Allotment
Units”), generating gross proceeds of $5,415,000, and incurred $108,300 in cash underwriting fees and $189,525 that will
be payable to the underwriter for deferred underwriting commissions.
The underwriter was paid a cash
underwriting discount of $0.20
per Unit, or $3,608,300
in the aggregate, upon the closing of the Initial Public Offering and partial exercise of the over-allotment option. In
addition, $0.35
per unit, or $6,314,525
in the aggregate will be payable to the underwriter for deferred underwriting commissions. On June 30, 2023, the underwriter
agreed to waive its rights to its portion of the fee payable by the Company for deferred underwriting commissions, with
respect to any potential business combination of the Company. Of the total $6,314,525
waived fee, $6,014,585
was recorded as accumulated deficit and $299,940
was recorded as a gain on the waiver of deferred underwriting commissions by underwriter in the unaudited condensed
consolidated statements of operations, following a manner consistent with the original allocation of the deferred
underwriting fees. The underwriting fees included in total offering costs at the time of the Initial Public Offering were
allocated to the separable financial instruments issued in the Initial Public Offering in proportion to the amount allocated
to the Class A common stock and Public Warrants, compared to total proceeds received. Offering costs allocated to derivative
warrant liabilities were expensed immediately. Offering costs allocated to the Public Shares were charged to temporary equity
upon the completion of the Initial Public Offering. The Company incurred offering costs amounting to $15,401,418
as a result of the Initial Public Offering (consisting of $3,608,300
of underwriting fees, $6,314,525
of deferred underwriting fees, $764,193
of other offering costs, and $4,714,400
of the excess fair value of the Founder Shares sold over the purchase price of $4,150).
Offering costs recorded to equity amounted to $14,638,901
and offering costs that were expensed amounted to $762,517. The transaction costs were allocated based on the relative fair
value basis, compared to the total offering proceeds, between the fair value of the warrant liabilities and the Class A
common stock.
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v3.23.3
WARRANTS
|
9 Months Ended |
Sep. 30, 2023 |
Warrants |
|
WARRANTS |
NOTE 7. WARRANTS
Public Warrants may only be exercised for
a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become
exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year from the closing of the
Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon
redemption or liquidation.
The Company will not be obligated to deliver
any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise
unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants
is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect
to registration. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock
upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company has agreed that as soon as
practicable, but in no event later than fifteen (15) business days after the closing of an initial Business Combination, the Company
will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities
Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable
efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.
If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective
by the sixtieth (60th) business day after the closing of an initial Business Combination, warrant holders may, until such time
as there is an effective registration statement and during any period when the Company will have failed to maintain an effective
registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any
exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their
warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event
the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event
the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption Is not available.
Redemption of warrants when the price
per Class A common stock equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the
outstanding warrants (except with respect to the Private Placement Warrants):
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
| ● | if, and only if, the last reported sale price of the Class A common stock for any 20 trading days
within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption
to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions,
share dividends, rights issuances, reorganizations, recapitalizations and the like). |
If and when the warrants become redeemable
by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying
securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants unless an effective
registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants
is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption
period.
Redemption of warrants when the price
per Class A common stock equals or exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the
outstanding warrants:
| ● | in whole and not in part; |
| ● | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided
that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares
based on the redemption date and the fair market value of the Company’s Class A common stock; |
| ● | if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share
sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like); and |
| ● | if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share
dividends, rights issuances, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently
called for redemption on the same terms as the outstanding Public Warrants, as described above. |
The fair market value of the Company’s
Class A common stock shall mean the volume weighted average price of the Class A common stock during the 10 trading days immediately
following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders
with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event
will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class
A common stock per warrant (subject to adjustment).
In addition, if (x) the Company issues
additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing
of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A 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 Sponsors or its affiliates, without taking into account any Founder Shares held by the Sponsor
or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an
initial Business Combination on the date of the completion of an initial Business Combination (net of redemptions), and (z) the
volume-weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading
day prior to the day on which the Company completes an initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the
higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described
adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” and
“Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted
(to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
The Private Placement Warrants will be
identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon
the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion
of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable
on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If
the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private
Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
As of September 30, 2023 and December
31, 2022, there were 9,020,750 Public Warrants and 8,012,450 Private Placement Warrants outstanding.
The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in Derivatives
and Hedging–- Contracts in Entity’s Own Equity (Subtopic 815-40). Such guidance provides that because the warrants
do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.
The accounting treatment of derivative
financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of
the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal
to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement,
the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement
of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result
of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
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v3.23.3
STOCKHOLDERS’ DEFICIT
|
9 Months Ended |
Sep. 30, 2023 |
Equity [Abstract] |
|
STOCKHOLDERS’ DEFICIT |
NOTE 8. STOCKHOLDERS’ DEFICIT
Preferred stock — The
Company is authorized to issue 1,000,000 preferred stock with a par value of $0.0001 per share 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 were no preferred shares issued or outstanding.
Class A common stock —
The Company is authorized to issue 150,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of
Class A common stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were no
shares of Class A common stock issued and outstanding, excluding 1,304,259 Class A common stock subject to possible redemption.
In connection with the Extension Amendment holders of 16,737,241 shares of the Company’s Class A common stock elected to redeem
their shares at a per share redemption price of approximately $10.18’ following the redemptions, the Company had 1,304,259 shares
of the Company's Class A Common Stock outstanding.
Class B common stock —
The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of
Class B common stock are entitled to one vote for each share. On March 4, 2021, the Sponsor paid an aggregate of $25,000 to cover
certain expenses on behalf of the Company in exchange for the issuance of 5,031,250 Class B common stock. The underwriter partially
exercised their over-allotment option on August 20, 2021 and forfeited the remainder of the option; thus, 520,875 shares of
Class B common stock were forfeited by the Sponsor. As of September 30, 2023 and December 31, 2022, there were 4,510,375 shares
of Class B common stock issued and outstanding.
Only holders of Class B common stock will
have the right to elect all of the Company’s directors prior to the consummation of an initial Business Combination.
Prior to the Class B Charter Amendment, the shares of Class B common stock would have
automatically converted into shares of Class A common stock at the time of an initial Business Combination on a one-for-one basis,
subject to adjustment. Following the Class B Charter Amendment (see Note 11), the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial Business Combination on a 1:0.277 basis.
Prior to the Class B Charter Amendment, in the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed
issued in excess of the amounts sold in the Initial Public Offering and related to the closing of an initial Business Combination,
the ratio at which shares of Class B common stock shall convert into shares of Class A common stock would have been adjusted (unless the
holders of a majority of the outstanding shares of Class B common stock agreed to waive such anti-dilution adjustment with respect
to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares
of Class B common stock would equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common
stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities
issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock
redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be
issued, to any seller in an initial Business Combination and any warrants issued upon the conversion of Working Capital Loans made
to the Company. Following the Class B Charter Amendment, this anti-dilution provision has been removed from the Amended and Restated Certificate of Incorporation.
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v3.23.3
INCOME TAX
|
9 Months Ended |
Sep. 30, 2023 |
Income Tax Disclosure [Abstract] |
|
INCOME TAX |
NOTE 9. INCOME TAX
In assessing the realization of deferred
tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not
be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the
periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled
reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration
of all the information available, management believes that significant uncertainty exists with respect to future realization of
the deferred tax assets and has therefore maintained a full valuation allowance. At September 30, 2023 and 2022, the valuation
allowance was $460,410 and $82,455, respectively.
The Company's effective tax rate from continuing
operations was 0.0% for the three and nine months ended September 30, 2023 and for the three and nine months ended September 30,
2022, respectively. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the change
in fair value of warrant liabilities and non-deductible transaction costs, which are not recognized for tax purposes and the need
for a valuation allowance against deferred tax assets. The Company used a discrete effective tax rate method to calculate taxes
for the three and nine months ended September 30, 2023. The Company believes that the use of the discrete method is more appropriate
than the estimated effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree
of uncertainty in estimating annual pretax earnings.
The Company files income tax returns in
the U.S. federal jurisdiction which remain open and subject to examination.
|
X |
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v3.23.3
FAIR VALUE MEASUREMENTS
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
FAIR VALUE MEASUREMENTS |
NOTE 10. FAIR VALUE MEASUREMENTS
The Warrants are measured at fair value
on a recurring basis. Upon initial measurement as of July 30, 2021, we utilized a binomial/lattice model to value the public warrants
and private placement warrants. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level
1 fair value measurement in September 2021 after the Public Warrants were separately listed and traded. The estimated fair value
of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement in September 2021
due to the use of an observable market quote for a similar asset in an active market. As of September 30, 2023 and December
31, 2022, since both Public Warrants and Private Placement Warrants are subject to the certain make-whole provisions, Private Placement
Warrants will have the same value as the Public Warrants and the public trading price is used.
Schedule of assets and liabilities measured at fair value on recurring basis:
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
September 30, 2023 (Unaudited) | |
| | | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investments held in Trust Account: | |
| | | |
| | | |
| | | |
| | |
U.S. government treasury obligations | |
$ | 13,669,258 | | |
$ | 13,669,258 | | |
$ | — | | |
$ | — | |
Investments held in Brokerage Account | |
| | | |
| | | |
| | | |
| | |
U.S. government treasury obligations | |
$ | 467,744 | | |
$ | 467,744 | | |
$ | — | | |
$ | — | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 850,657 | | |
$ | 850,657 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 755,574 | | |
$ | — | | |
$ | 755,574 | | |
$ | — | |
Derivative liability
| |
$
| 142,761
| | |
$ | — | | |
$ | — | | |
$
| 142,761
| |
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
December 31, 2022 | |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 451,038 | | |
$ | 451,038 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 400,623 | | |
$ | — | | |
$ | 400,623 | | |
$ | — | |
In connection with the Extension Proposal (Note 1), the
Company was required to permit public stockholders to redeem their shares of the Company’s Class A Common Stock. Prior
the redemption of shares the fair value amount of Investments held in Trust Account was $185,001,686, of which $161,957,835
was redeemed by shareholders and $575,087 was transferred to the Company’s operating bank account for payment of
taxes.
Transfers to/from Levels 1, 2 and
3 are recognized at the end of the reporting period.
The
derivative liability is accounted for as a liability in accordance with ASC 815-40 and is measured at fair value at inception
and on a recurring basis, with changes in fair value presented within change in fair value of derivative liability in the Condensed
Consolidated Statements of Operations.
The
Company established the initial fair value of the derivative liability on August 23, 2023, the date the Company entered into the
Sponsor Debt Conversion Agreement, and revalued on September 30, 2023, using a probability analysis. The Derivative Liability
is classified as Level 3 at the initial measurement date and on September 30, 2023 due to the use of unobservable inputs.
The
key inputs into the probability analysis as of September 30, 2023 and August 23, 2023 in determining total value consisted
of the Company stock price and the probability of the merger closing. The conversion value was then bifurcated utilizing a discounted
cash flow model on the existing debt and cash flows. The Company stock price at September 30, 2023 and August 23, 2023 were
$10.92 and $10.56, respectively. The probability of the merger closing used at September 30, 2023 and August 23, 2023 was 80%. The current term of the expected conversion assumed July 30, 2024 for the closing of the merger.
The
following tables presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured
at fair value:
| |
| | |
Fair value of Derivative liability at inception on August 23, 2023 | |
$ | 127,097 | |
Change in fair value of derivative liability | |
| 15,664 | |
Fair value as of September 30, 2023 | |
$ | 142,761 | |
The Company recognized a loss in connection
with changes in the fair value of warrant liabilities of $924,903 and $754,570 within the statement of operations for the three
and nine months ended September 30, 2023, respectively. The Company recognized gains in connection with changes in the fair value
of warrant liabilities of $2,043,984 and $6,472,616 within the unaudited condensed consolidated statements of operations for the three and nine
months ended September 30, 2022, respectively. The gain on the change in fair value of warrant liabilities was due in large part
to the decrease in the public traded price of the Public Warrants. The Company recorded an expense of $15,664 resulting from the increase in fair value of the derivative liability during the three and nine months ended September 30, 2023 in the unaudited condensed consolidated statements of operations.
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- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
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v3.23.3
SUBSEQUENT EVENTS
|
9 Months Ended |
Sep. 30, 2023 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up
to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described
below, in Note 1 and Note 5, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the unaudited condensed consolidated financial statements.
Forfeiture and Redemption Agreement
On January 22, 2023, the Company received notice from the staff
of The Nasdaq Stock Market LLC that it was not in compliance with the $35 million minimum Market Value of Listed Securities (“MVLS”)
standard. In order to bring the Company into compliance with the MVLS standard, the Sponsor elected to convert 2,415,375 Founder
Shares into 2,415,375 shares of Class A Common Stock so that the Company’s MVLS is above the $35 million minimum requirement.
In order to conform with the terms and
conditions of the Merger Agreement and to maintain the same economics of the Business Combination for all Class B stockholders,
on October 2, 2023, the Sponsor, the Company and SANUWAVE entered into a Forfeiture and Redemption Agreement (the “Forfeiture
and Redemption Agreement”), pursuant which the Sponsor has agreed to forfeit 1,746,316 of its shares (the “Forfeited
Shares”) of Class A Common Stock contingent upon and effective immediately prior to the closing of the Business Combination
(the “Closing”). The Forfeiture and Redemption Agreement also provides that the Company will subsequently redeem the
Forfeited Shares in exchange for no consideration contingent upon and effective immediately prior to the Closing. The Sponsor’s
agreement to forfeit the Forfeited Shares pursuant to the Forfeiture and Redemption Agreement will result in the Sponsor having
the number of shares of Class A Common Stock at the Closing that it would have otherwise had if it had converted all of its Founder
Shares at the Closing on a 1:0.277 basis pursuant to the Class B Charter Amendment.
Class B Charter Amendment
On October 3, 2023, the Sponsor, being
the holder of a majority of the Founder Shares, acting by written consent pursuant to Section 228(a) of the General Corporation
Law of the State of Delaware and the Company’s bylaws, approved the Class B Charter Amendment. The Class B Charter Amendment
removed the anti-dilution provision applicable to certain issuances of securities by the Company and adjusted the conversion ratio
so that shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a 1:0.277 basis instead of a
1:1 basis. The Company filed the Class B Charter Amendment with the Secretary of State of the State of Delaware on October 3, 2023.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis
of Presentation
Principles of Consolidation and Financial Statement Presentation
The accompanying unaudited condensed consolidated financial statements of the Company are presented in
conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the
rules and regulations of the SEC. Certain information or footnote disclosures normally included in unaudited condensed consolidated
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 comprehensive
presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited
condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary
for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited
condensed consolidated financial statements should be read in conjunction with the Company’s 2022 Form 10-K as filed with
the SEC on March 31, 2023. 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 periods.
The condensed consolidated financial statements include the accounts of SEP Acquisition Corp. and its wholly-owned
and controlled subsidiary, SEP Acquisition Holdings Inc., after elimination of all intercompany transactions and balances
as of September 30, 2023 and December 31, 2022.
|
Emerging Growth Company |
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies.
The
JOBS Act provides that an emerging growth 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. The Company has
elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has
different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or
revised standard at the time private companies adopt the new or revised standard. This may make comparison of the
Company’s unaudited condensed consolidated financial statements with another public company which is neither an
emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
|
Use of Estimates |
Use
of Estimates
The preparation of unaudited condensed consolidated 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 unaudited condensed consolidated 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 unaudited condensed consolidated
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 from those estimates. The initial valuation of
the Public Warrants (as defined in Note 3), Private Placement Warrants, and Class A common stock subject to redemption
required management to exercise significant judgement in its estimates.
|
Cash, Cash Equivalents, and Restricted Cash |
Cash,
Cash Equivalents, and Restricted Cash
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance
sheets that sum to the total of the same amounts shown in the statements of cash flows.
Schedule Of Cash And Cash Equivalents
| |
September 30, 2023 | | |
December 31, 2022 | |
| |
(Unaudited) | | |
| | |
Cash | |
$ | 50,750 | | |
$ | 1,343,809 | |
Cash equivalents | |
| 467,744 | | |
| — | |
Restricted cash | |
| — | | |
| 22,468,765 | |
Total Cash | |
$ | 518,494 | | |
$ | 23,812,574 | |
|
Cash Equivalents |
Cash
Equivalents
The
Company invests auxiliary funds from the operating bank account into trading securities held in the brokerage account. The investments
consist of U.S. government treasury obligations with a fair value of $467,744 and $0 at September 30, 2023 and December 31,
2022, respectively.
|
Restricted Cash Held with Trustee |
Restricted
Cash Held with Trustee
In
connection with the Extension Amendment, the Company transferred cash in the amount of $185,001,686 to the Trustee. As of September 30,
2023 and December 31, 2022, the Company had $0 and $22,468,765 in restricted cash held with the Trustee, respectively. The Company
does not have access to these funds. The assets held with the Trustee were solely used in the payout to redeeming stockholders.
During the nine months ended September 30, 2023, of the remaining restricted cash held with the Trustee, $9,136,168 was paid
to remaining redeeming stockholders and $13,332,597 was transferred back to the Trust Account.
|
Investments Held in Trust Account |
Investments
Held in Trust Account
As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in
U.S. government treasury obligations with maturities of 185 days or less, which were invested in U.S. Treasury securities. Trading
securities are presented on the condensed consolidated 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 are included in unrealized gains (losses) on investments
held in Trust Account and realized gains (losses) on investments held in Trust Account in the accompanying unaudited condensed
consolidated statements of operations.
|
Common Stock Subject to Possible Redemption |
Common
Stock Subject to Possible Redemption
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”). Common stock subject to mandatory redemption
are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common
stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence
of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common
stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock includes certain redemption
rights that are outside of the Company’s control and subject to the occurrence of uncertain future events and therefore
is classified as temporary equity. As of September 30, 2023 and December 31, 2022, 1,304,259 shares of Class A common stock
subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit
section of the Company’s balance sheets.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A
common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount
of redeemable Class A common stock are recorded against additional paid-in capital and accumulated deficit. The Company recorded
an initial accretion of carrying value to redemption valuation of $25,012,764 upon consummation of the Initial Public Offering.
For the period from March 1, 2021 (inception) through December 31, 2021, the Company recorded accretion of carrying value to redemption
value of $29,687 due to the unrealized gain on the investments held in the Trust Account. For the year ended December 31, 2022,
the Company recorded accretion of carrying value to redemption value of $2,177,762 due to the $2,752,849 of realized gain on the
investments held in the Trust Account partially offset by $575,087 transferred to the operating bank account for taxes, as the
holders of the Class A common stock subject to redemption have the right to redeem their shares for a pro rata portion of the
amount held in the Trust Account including any pro rata gains earned on the funds held in the Trust Account and not previously
released to the Company to pay its tax obligations. For the three and nine months ended September 30, 2023, the Company subsequently
recorded accretion of carrying value to redemption value of $34,856 and $336,661 due to the unrealized gain on the investments
held in the Trust Account, respectively.
As
of September 30, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the unaudited
condensed consolidated financial statements is reconciled in the following table:
Class A Common Stock Subject to Possible Redemption
Gross proceeds | |
$ | 180,415,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (8,569,713 | ) |
Issuance costs allocated to Class A common stock | |
| (14,638,901 | ) |
Plus: | |
| | |
Initial accretion of carrying value to redemption value | |
| 25,012,764 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2021 | |
| 29,687 | |
Class A common stock subject to possible redemption as of December 31, 2021 | |
| 182,248,837 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2022 | |
| 2,177,762 | |
Stockholder redemption of 16,737,241 shares at $10.10 per share plus realized gains | |
| (171,094,002 | ) |
Class A common stock subject to possible redemption as of December 31, 2022 | |
| 13,332,597 | |
Subsequent accretion of carrying value to redemption value as of March 31, 2023 | |
| 141,323 | |
Class A common stock subject to possible redemption as of March 31, 2023 | |
| 13,473,920 | |
Subsequent accretion of carrying value to redemption value as of June 30, 2023 | |
| 160,482 | |
Class A common stock subject to possible redemption as of June 30, 2023 | |
| 13,634,402 | |
Subsequent accretion of carrying value to redemption value as of September 30, 2023 | |
| 34,856 | |
Class A common stock subject to possible redemption as of September 30, 2023 | |
$ | 13,669,258 | |
|
Warrant Liabilities |
Warrant
Liabilities
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC
815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each
subsequent quarterly period end date while the warrants are outstanding.
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded
as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the
criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance,
and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain
or loss on the statements of operations. See Note 10 for details regarding the valuation of the Public Warrants (as defined in
Note 3) and the Private Placement Warrants.
|
Offering Costs Associated with the Initial Public Offering |
Offering
Costs Associated with the Initial Public Offering
The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering.
Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related
to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in
equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities
are expensed immediately. The Company incurred offering costs amounting to $15,401,418 as a result of the Initial Public Offering
(consisting of $3,608,300 of underwriting fees, $6,314,525 of deferred underwriting fees, $764,193 of other offering costs, and
$4,714,400 of the excess fair value of the Founder Shares sold over the purchase price of $4,150 (see Note 5). Offering costs
recorded to equity amounted to $14,638,901 and offering costs that were expensed amounted to $762,517.
|
Income Taxes |
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which
requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result
in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences
are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to
the amount expected to be realized.
ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of
tax positions 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. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits, if any, 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 is subject to income tax examinations
by major taxing authorities since inception. The Company's effective tax rate from continuing operations was 0.0% and 0.0% for
the three and nine months ended September 30, 2023 and for the three and nine months ended September 30, 2022, respectively.
|
Concentration of Credit Risk |
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage. The Company has not experienced losses on this account
and management believes the Company is not exposed to significant risks on such account.
On
March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation,
which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 10, 2023, the Company announced
that it held all of its operating cash deposits with SVB in the amount of $1,343,809. None of the Company’s Trust Account
deposits are held at SVB. Following the joint announcement issued by the Department of the Treasury, Federal Reserve, and FDIC
on March 12, 2023, whereby the FDIC will complete its resolution of the receivership of SVB in a manner that fully protects all
depositors, the Company has access to all of their operating funds. On March 27, 2023, SVB was acquired by First Citizens Bank
and the Company’s deposits continue to be FDIC insured.
|
Net Income (Loss) Per Common Share |
Net
Income (Loss) Per Common Share
Net
income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock
outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and
private placement to purchase an aggregate of 17,033,200 shares in the calculation of diluted income (loss) per share, since the
exercise of the warrants is contingent upon the occurrence of future events. In order to determine the net income (loss) attributable
to both the public Class A common stock and Class B common stock, the Company first considered the total income (loss) allocable
to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating
net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A common stock subject to possible
redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable
to both sets of shares, the Company split the amount to be allocated using a ratio of 22% for the Class A common stock and 78%
for the Class B common stock for the three and nine months ended September 30, 2023 and a ratio of 80% for the Class A common stock and 20% for the Class B
common stock for the three and nine months ended September 30, 2022, reflective of the respective participation rights.
The change in allocation ratios for the three and nine months ended September 30, 2023 and for the three and nine months ended
September 30, 2022 are due to the redemptions of Class A common stock (see Note 1).
The
following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share
amounts):
| |
For the three months ended September 30, 2023 | | |
For the three months ended September 30, 2022 | | |
For the nine months ended September 30, 2023 | | |
For the nine months ended September 30, 2022 | |
Net (loss) income | |
$ | (2,064,081 | ) | |
$ | 2,668,049 | | |
$ | (1,855,229 | ) | |
$ | 6,865,260 | |
Accretion of Class A common stock to redemption amount | |
| (34,856 | ) | |
| (897,964 | ) | |
| (336,661 | ) | |
| (1,200,053 | ) |
Gain on waiver of deferred underwriting commissions by underwriter | |
| — | | |
| — | | |
| 6,014,585 | | |
| — | |
Net (loss) income including accretion of temporary equity to redemption value and gain on waiver of deferred underwriting commissions by underwriter | |
$ | (2,098,937 | ) | |
$ | 1,770,085 | | |
$ | 3,822,695 | | |
$ | 5,665,207 | |
| |
For the Three Months Ended September 30, | | |
For the Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Basic and diluted net (loss) income per share: | |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | |
Numerator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income including accretion of temporary equity to redemption value and gain on waiver of deferred underwriting commissions by underwriter | |
$ | (470,805 | ) | |
$ | (1,628,132 | ) | |
$ | 1,416,068 | | |
$ | 354,017 | | |
$ | 857,455 | | |
$ | 2,965,240 | | |
$ | 4,532,166 | | |
$ | 1,133,041 | |
Accretion of Class A common stock to redemption amount | |
| 34,856 | | |
| — | | |
| 897,964 | | |
| — | | |
| 336,661 | | |
| — | | |
| 1,200,053 | | |
| — | |
Gain on waiver of deferred underwriting commissions by underwriter | |
| — | | |
| — | | |
| — | | |
| — | | |
| (6,014,585 | ) | |
| — | | |
| — | | |
| — | |
Net (loss) income | |
$ | (435,949 | ) | |
$ | (1,628,132 | ) | |
$ | 2,314,032 | | |
$ | 354,017 | | |
$ | (4,820,469 | ) | |
| 2,965,240 | | |
$ | 5,732,219 | | |
$ | 1,133,041 | |
Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted Average Common Stock | |
| 1,304,259 | | |
| 4,510,375 | | |
| 18,041,500 | | |
| 4,510,375 | | |
| 1,304,259 | | |
| 4,510,375 | | |
| 18,041,500 | | |
| 4,510,375 | |
Basic and diluted net (loss) income per common share | |
$ | (0.33 | ) | |
$ | (0.36 | ) | |
$ | 0.13 | | |
$ | 0.08 | | |
$ | (3.70 | ) | |
$ | 0.66 | | |
$ | 0.32 | | |
$ | 0.25 | |
As of September 30, 2023 and December 31,
2022, no Founder Shares remain subject to forfeiture, as such the Company did not have any dilutive securities and other contracts
that could, potentially, be exercised or converted into common stock and share in earnings. As a result, diluted (loss) income
per share is the same as basic (loss) income per share for the periods presented.
|
Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement (“ASC 820”), approximates
the carrying amounts represented in the accompanying unaudited balance sheets, primarily due to their short-term nature.
The Company applies ASC 820, which establishes
a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value
as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s
principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value
hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in
pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity.
Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the
assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information
available in the circumstances.
The fair value of the Company’s financial
assets and liabilities, other than the investments held in the Trust Account and warrant liabilities, approximate the carrying
amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Level 1 — Assets and liabilities
with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such
as quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value
measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct
or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 — Inputs to the fair value
measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists
for the assets or liabilities.
See Note 10 for additional information
on assets and liabilities measured at fair value.
|
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
The Company’s management does not
believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the accompanying unaudited condensed consolidated financial statements.
|
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Schedule Of 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 following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance
sheets that sum to the total of the same amounts shown in the statements of cash flows.
Schedule Of Cash And Cash Equivalents
| |
September 30, 2023 | | |
December 31, 2022 | |
| |
(Unaudited) | | |
| | |
Cash | |
$ | 50,750 | | |
$ | 1,343,809 | |
Cash equivalents | |
| 467,744 | | |
| — | |
Restricted cash | |
| — | | |
| 22,468,765 | |
Total Cash | |
$ | 518,494 | | |
$ | 23,812,574 | |
|
Class A Common Stock Subject to Possible Redemption |
As
of September 30, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the unaudited
condensed consolidated financial statements is reconciled in the following table:
Class A Common Stock Subject to Possible Redemption
Gross proceeds | |
$ | 180,415,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (8,569,713 | ) |
Issuance costs allocated to Class A common stock | |
| (14,638,901 | ) |
Plus: | |
| | |
Initial accretion of carrying value to redemption value | |
| 25,012,764 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2021 | |
| 29,687 | |
Class A common stock subject to possible redemption as of December 31, 2021 | |
| 182,248,837 | |
Subsequent accretion of carrying value to redemption value as of December 31, 2022 | |
| 2,177,762 | |
Stockholder redemption of 16,737,241 shares at $10.10 per share plus realized gains | |
| (171,094,002 | ) |
Class A common stock subject to possible redemption as of December 31, 2022 | |
| 13,332,597 | |
Subsequent accretion of carrying value to redemption value as of March 31, 2023 | |
| 141,323 | |
Class A common stock subject to possible redemption as of March 31, 2023 | |
| 13,473,920 | |
Subsequent accretion of carrying value to redemption value as of June 30, 2023 | |
| 160,482 | |
Class A common stock subject to possible redemption as of June 30, 2023 | |
| 13,634,402 | |
Subsequent accretion of carrying value to redemption value as of September 30, 2023 | |
| 34,856 | |
Class A common stock subject to possible redemption as of September 30, 2023 | |
$ | 13,669,258 | |
|
The following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): |
The
following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share
amounts):
| |
For the three months ended September 30, 2023 | | |
For the three months ended September 30, 2022 | | |
For the nine months ended September 30, 2023 | | |
For the nine months ended September 30, 2022 | |
Net (loss) income | |
$ | (2,064,081 | ) | |
$ | 2,668,049 | | |
$ | (1,855,229 | ) | |
$ | 6,865,260 | |
Accretion of Class A common stock to redemption amount | |
| (34,856 | ) | |
| (897,964 | ) | |
| (336,661 | ) | |
| (1,200,053 | ) |
Gain on waiver of deferred underwriting commissions by underwriter | |
| — | | |
| — | | |
| 6,014,585 | | |
| — | |
Net (loss) income including accretion of temporary equity to redemption value and gain on waiver of deferred underwriting commissions by underwriter | |
$ | (2,098,937 | ) | |
$ | 1,770,085 | | |
$ | 3,822,695 | | |
$ | 5,665,207 | |
| |
For the Three Months Ended September 30, | | |
For the Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Basic and diluted net (loss) income per share: | |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | |
Numerator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income including accretion of temporary equity to redemption value and gain on waiver of deferred underwriting commissions by underwriter | |
$ | (470,805 | ) | |
$ | (1,628,132 | ) | |
$ | 1,416,068 | | |
$ | 354,017 | | |
$ | 857,455 | | |
$ | 2,965,240 | | |
$ | 4,532,166 | | |
$ | 1,133,041 | |
Accretion of Class A common stock to redemption amount | |
| 34,856 | | |
| — | | |
| 897,964 | | |
| — | | |
| 336,661 | | |
| — | | |
| 1,200,053 | | |
| — | |
Gain on waiver of deferred underwriting commissions by underwriter | |
| — | | |
| — | | |
| — | | |
| — | | |
| (6,014,585 | ) | |
| — | | |
| — | | |
| — | |
Net (loss) income | |
$ | (435,949 | ) | |
$ | (1,628,132 | ) | |
$ | 2,314,032 | | |
$ | 354,017 | | |
$ | (4,820,469 | ) | |
| 2,965,240 | | |
$ | 5,732,219 | | |
$ | 1,133,041 | |
Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted Average Common Stock | |
| 1,304,259 | | |
| 4,510,375 | | |
| 18,041,500 | | |
| 4,510,375 | | |
| 1,304,259 | | |
| 4,510,375 | | |
| 18,041,500 | | |
| 4,510,375 | |
Basic and diluted net (loss) income per common share | |
$ | (0.33 | ) | |
$ | (0.36 | ) | |
$ | 0.13 | | |
$ | 0.08 | | |
$ | (3.70 | ) | |
$ | 0.66 | | |
$ | 0.32 | | |
$ | 0.25 | |
|
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v3.23.3
FAIR VALUE MEASUREMENTS (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
Schedule of assets and liabilities measured at fair value on recurring basis: |
Schedule of assets and liabilities measured at fair value on recurring basis:
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
September 30, 2023 (Unaudited) | |
| | | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investments held in Trust Account: | |
| | | |
| | | |
| | | |
| | |
U.S. government treasury obligations | |
$ | 13,669,258 | | |
$ | 13,669,258 | | |
$ | — | | |
$ | — | |
Investments held in Brokerage Account | |
| | | |
| | | |
| | | |
| | |
U.S. government treasury obligations | |
$ | 467,744 | | |
$ | 467,744 | | |
$ | — | | |
$ | — | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 850,657 | | |
$ | 850,657 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 755,574 | | |
$ | — | | |
$ | 755,574 | | |
$ | — | |
Derivative liability
| |
$
| 142,761
| | |
$ | — | | |
$ | — | | |
$
| 142,761
| |
Description | |
Amount at Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
December 31, 2022 | |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
$ | 451,038 | | |
$ | 451,038 | | |
$ | — | | |
$ | — | |
Warrant liability – Private Placement Warrants | |
$ | 400,623 | | |
$ | — | | |
$ | 400,623 | | |
$ | — | |
|
The following tables presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: |
The
following tables presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured
at fair value:
| |
| | |
Fair value of Derivative liability at inception on August 23, 2023 | |
$ | 127,097 | |
Change in fair value of derivative liability | |
| 15,664 | |
Fair value as of September 30, 2023 | |
$ | 142,761 | |
|
X |
- DefinitionTabular disclosure of assets, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).
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v3.23.3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($)
|
|
|
|
|
|
|
|
9 Months Ended |
10 Months Ended |
|
|
Oct. 23, 2023 |
Sep. 27, 2023 |
Mar. 28, 2023 |
Jan. 22, 2023 |
Dec. 20, 2022 |
Aug. 20, 2021 |
Jul. 30, 2021 |
Sep. 30, 2023 |
Dec. 31, 2021 |
Dec. 31, 2022 |
Mar. 04, 2021 |
Underwriting fees |
|
|
|
|
|
|
$ 3,608,300
|
|
|
|
|
Deferred underwriting fees |
|
|
|
|
|
|
6,314,525
|
|
|
|
|
Transaction costs |
|
|
|
|
|
|
15,401,418
|
$ 14,638,901
|
|
|
|
Other offering costs |
|
|
|
|
|
|
764,193
|
|
|
|
|
Excess fair value of the founder shares sold |
|
|
|
|
|
|
4,714,400
|
|
|
|
|
Purchase price |
|
|
|
|
|
|
$ 4,150
|
|
|
|
|
Cash deposited in trust account per unit (in dollars per share) |
|
|
|
|
|
|
$ 10.10
|
|
|
|
|
Term of option for underwriters to purchase additional Units to cover over-allotments |
|
|
|
|
|
|
|
2 days
|
|
|
|
Net tangible asset threshold for redeeming public shares |
|
|
|
|
|
|
|
$ 5,000,001
|
|
|
|
Percentage of public shares that can be redeemed without prior consent |
|
|
|
|
|
|
|
15.00%
|
|
|
|
Public shares (in percent) |
|
|
|
|
|
|
|
100.00%
|
|
|
|
Period to redeem public shares if business combination is not completed within initial combination period |
|
|
|
|
|
|
|
10 days
|
|
|
|
Other Description |
|
|
|
On
January 22, 2023, the Company received a written notice from the listing qualifications department staff of The Nasdaq Stock Market
(“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5550(a)(4), due to the Company’s
failure to meet the minimum 500,000 publicly held shares requirement for continued listing on the Nasdaq Capital Market. On February
9, 2023, the Company submitted to Nasdaq a plan to regain compliance with Listing Rule 5550(a)(4), pursuant to which the Company’s
Chairman, Mr. Blair Garrou, agreed to sell 80,000 of the shares of Class A Common Stock he is deemed to beneficially own through
Mercury Houston Partners, LLC and Mercury Affiliates XI, LLC by means of private sales to unaffiliated buyers. After the private
sales of 80,000 shares of Class A common stock to unaffiliated buyers, the Company has 509,259 publicly held shares as defined
in Listing Rule 5001(a)(35) of the Nasdaq Rules.
|
|
|
|
|
|
|
|
Additional Description |
On October 23, 2023, the Company received a letter from the Staff of Nasdaq notifying the Company that
it has regained compliance with Nasdaq’s $35 million minimum MVLS requirement, and the Company is therefore in compliance
with The Nasdaq Capital Market’s listing requirements. As a result, Nasdaq has cancelled the hearing requested by the Company
to appeal the Staff’s prior delisting determination and has confirmed that the Company’s Class A Common Stock will
continue to be listed and traded on The Nasdaq Capital Market under the symbol “SEPA.” In order to bring the Company
into compliance with the MVLS standard, the Sponsor elected to convert 2,415,375 of its shares of Class B Common Stock into 2,415,375
shares of Class A Common Stock (see Note 11) so that the Company's MVLS exceeded the $35 million minimum requirement.
|
On
September 27, 2023, the Company received a determination letter (“the Letter”) from the Staff of Nasdaq stating
that the Company had not regained compliance with the MVLS standard, since the Company’s Class A Common Stock, was
below the $35 million minimum MVLS requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule
5550(b)(2) and had not been at least $35 million for a minimum of 10 consecutive business days at any time during the 180-day
grace period granted to the Company. Pursuant to the Letter, unless the Company requested a hearing to appeal
this determination by 4:00 p.m. Eastern Time on October 4, 2023, the Company’s Class A Common Stock would have been
delisted from The Nasdaq Capital Market, trading of the Company’s Class A Common Stock would have been suspended at the
opening of business on October 6, 2023, and a Form 25-NSE would have been filed with the SEC, which would have removed the
Company’s securities from listing and registration on Nasdaq. On October 3, 2023 the Company requested a hearing before
the Nasdaq Hearings Panel (the “Panel”) to appeal the Letter received on September 27, 2023.
|
On
March 28, 2023, the Company received a written notice from the listing qualifications department staff of Nasdaq notifying the
Company that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”)
was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule
5550(b)(2) (the “Market Value Standard”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company had
180 calendar days, or until September 25, 2023, to regain compliance with the Market Value Standard. To regain compliance with
the Market Value Standard, the MVLS for the Company’s common stock was required to be at least $35 million for a minimum of 10 consecutive
business days at any time during this 180-day period.
|
|
|
|
|
|
|
|
|
Cash at bank |
|
|
|
|
|
|
|
$ 518,494
|
|
$ 1,343,809
|
|
Working capital surplus |
|
|
|
|
|
|
|
$ 1,707,317
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares, outstanding |
|
|
|
|
|
|
|
4,510,375
|
|
4,510,375
|
|
Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
Share price (in dollars per share) |
|
|
|
|
|
|
|
$ 10.18
|
|
|
|
Common stock, shares, outstanding |
|
|
|
|
18,041,500
|
|
|
0
|
|
0
|
|
Redemption settlement of shares |
|
|
|
|
the holders of 16,737,241 shares of the Company’s Class A common stock elected to redeem their shares at a
per share redemption price of approximately $10.22. As a result, the Company transferred cash in the amount of $185,001,686 to
the Trustee, of which $171,094,003 was designated to pay such holders who had elected to redeem their shares in connection with
the Extension Proposal. As of December 31, 2022, $161,957,835 had been paid to the redeeming stockholders and $22,468,765 remained
in restricted cash, $9,136,168 of which was paid subsequent to December 31, 2022 to such holders who elected to redeem their shares.
Following the redemptions, the Company had 1,304,259 shares of the Company’s Class A Common Stock outstanding and $13,332,597
remained in the Trust Account (i.e. approximately $10.22 per share of the Company’s Class A Common Stock).
|
|
|
|
|
|
|
Aggregate shares |
|
|
|
|
|
|
|
865,000
|
|
|
|
Transactions and agreed not to redeem shares |
|
|
|
|
|
|
|
681,512
|
|
|
|
Transactions and agreed not to redeem value |
|
|
|
|
|
|
|
$ 7.0
|
|
|
|
Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
Period to complete business combination from closing of initial public offering |
|
|
|
|
|
|
|
24 months
|
|
|
|
Interest from trust account that can be held to pay dissolution expenses |
|
|
|
|
|
|
|
$ 100,000
|
|
|
|
Net proceeds from Initial Public Offering and Private Placement (in dollars per share) |
|
|
|
|
|
|
|
$ 10.10
|
|
|
|
Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
Period to complete business combination from closing of initial public offering |
|
|
|
|
|
|
|
18 months
|
|
|
|
Investor [Member] | Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
Number of shares forfeited (in shares) |
|
|
|
|
|
520,875
|
|
|
|
|
|
Investor [Member] | Maximum [Member] | Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares, subject to forfeiture |
|
|
|
|
|
|
|
|
|
|
656,250
|
IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
Option for underwriters to purchase additional units, term |
|
|
|
|
|
|
45 days
|
|
|
|
|
Additional Units that can be purchased to cover over-allotments |
|
|
|
|
|
|
2,625,000
|
|
|
|
|
Underwriting fees |
|
|
|
|
|
|
$ 3,608,300
|
|
|
|
|
Deferred underwriting fees |
|
|
|
|
|
|
6,314,525
|
|
|
|
|
Transaction costs |
|
|
|
|
|
|
15,401,418
|
|
|
|
|
Other offering costs |
|
|
|
|
|
|
$ 764,193
|
|
|
|
|
IPO [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds |
|
|
|
|
|
|
|
|
$ 180,415,000
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
Units issued (in shares) |
|
|
|
|
|
541,500
|
|
|
|
|
|
Gross proceeds |
|
|
|
|
|
$ 5,415,000
|
|
|
|
|
|
Option for underwriters to purchase additional units, term |
|
|
|
|
|
|
45 days
|
|
|
|
|
Additional Units that can be purchased to cover over-allotments |
|
|
|
|
|
2,625,000
|
2,625,000
|
|
|
|
|
Underwriting fees |
|
|
|
|
|
$ 108,300
|
|
|
|
|
|
Deferred underwriting fees |
|
|
|
|
|
$ 189,525
|
|
|
|
|
|
Public Shares [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
Units issued (in shares) |
|
|
|
|
|
|
17,500,000
|
|
|
|
|
Share price (in dollars per share) |
|
|
|
|
|
|
$ 10.00
|
|
|
|
|
Gross proceeds |
|
|
|
|
|
|
$ 175,000,000
|
|
|
|
|
Private Placement Warrants [Member] | Private Placement [Member] |
|
|
|
|
|
|
|
|
|
|
|
Share price (in dollars per share) |
|
|
|
|
|
|
$ 1.00
|
|
|
|
|
Class of warrant or right, issued |
|
|
|
|
|
|
7,850,000
|
|
|
|
|
Gross proceeds from private placement |
|
|
|
|
|
|
$ 7,850,000
|
|
|
|
|
Private Placement Warrants [Member] | Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
Share price (in dollars per share) |
|
|
|
|
|
$ 1.00
|
|
|
|
|
|
Class of warrant or right, issued |
|
|
|
|
|
162,450
|
|
|
|
|
|
Gross proceeds from private placement |
|
|
|
|
|
$ 162,450
|
|
|
|
|
|
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v3.23.3
Schedule Of Cash And Cash Equivalents (Details) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Accounting Policies [Abstract] |
|
|
Cash |
$ 50,750
|
$ 1,343,809
|
Cash equivalents |
467,744
|
|
Restricted cash |
|
22,468,765
|
Total Cash |
$ 518,494
|
$ 23,812,574
|
X |
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v3.23.3
Class A Common Stock Subject to Possible Redemption (Details) - USD ($)
|
3 Months Ended |
10 Months Ended |
12 Months Ended |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2021 |
Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
Class A common stock subject to possible redemption |
$ 13,669,258
|
|
|
|
$ 13,332,597
|
IPO [Member] | Common Class A [Member] |
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
Gross proceeds |
|
|
|
$ 180,415,000
|
|
Issuance costs allocated to Class A common stock |
|
|
|
(14,638,901)
|
|
Initial accretion of carrying value to redemption value |
|
|
|
25,012,764
|
|
Subsequent accretion of carrying value to redemption value |
34,856
|
$ 160,482
|
$ 141,323
|
29,687
|
2,177,762
|
Class A common stock subject to possible redemption |
$ 13,669,258
|
$ 13,634,402
|
$ 13,473,920
|
182,248,837
|
13,332,597
|
Stockholder redemption realized gains |
|
|
|
|
$ (171,094,002)
|
IPO [Member] | Common Class A [Member] | Redeemable Warrants [Member] |
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
Proceeds allocated to Public Warrants |
|
|
|
$ (8,569,713)
|
|
X |
- DefinitionThe element represents common stock redemption amount.
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v3.23.3
The following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): (Details) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Net income (loss) |
$ (2,064,081)
|
$ 2,668,049
|
$ (1,855,229)
|
$ 6,865,260
|
Accretion of Class A common stock to redemption amount |
(34,856)
|
(897,964)
|
(336,661)
|
(1,200,053)
|
Gain on waiver of deferred underwriting commissions by underwriter |
|
|
6,014,585
|
|
Net (loss) income including accretion of temporary equity to redemption value and gain on waiver of deferred underwriting commissions by underwriter |
(2,098,937)
|
1,770,085
|
3,822,695
|
5,665,207
|
Common Class A [Member] |
|
|
|
|
Net income (loss) |
(435,949)
|
2,314,032
|
(4,820,469)
|
5,732,219
|
Accretion of Class A common stock to redemption amount |
34,856
|
897,964
|
336,661
|
1,200,053
|
Gain on waiver of deferred underwriting commissions by underwriter |
|
|
(6,014,585)
|
|
Net income (loss) including accretion of temporary equity to redemption value and gain on waiver of deferred underwriting commissions by underwriter |
$ (470,805)
|
$ 1,416,068
|
$ 857,455
|
$ 4,532,166
|
Weighted Average Common Shares (in shares) |
1,304,259
|
18,041,500
|
1,304,259
|
18,041,500
|
Basic and diluted net income (loss) per common share (in dollars per share) |
$ (0.33)
|
$ 0.13
|
$ (3.70)
|
$ 0.32
|
Common Class B [Member] |
|
|
|
|
Net income (loss) |
$ (1,628,132)
|
$ 354,017
|
$ 2,965,240
|
$ 1,133,041
|
Accretion of Class A common stock to redemption amount |
|
|
|
|
Net income (loss) including accretion of temporary equity to redemption value and gain on waiver of deferred underwriting commissions by underwriter |
$ (1,628,132)
|
$ 354,017
|
$ 2,965,240
|
$ 1,133,041
|
Weighted Average Common Shares (in shares) |
4,510,375
|
4,510,375
|
4,510,375
|
4,510,375
|
Basic and diluted net income (loss) per common share (in dollars per share) |
$ (0.36)
|
$ 0.08
|
$ 0.66
|
$ 0.25
|
X |
- DefinitionThe element represnt gain on waiver of deferred underwriting commissions by underwriter other.
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v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
|
|
3 Months Ended |
9 Months Ended |
10 Months Ended |
12 Months Ended |
|
|
Jul. 30, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2021 |
Dec. 31, 2022 |
Mar. 10, 2023 |
Mar. 04, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
|
|
|
Investments held in brokerage account |
|
$ 467,744
|
|
$ 467,744
|
|
|
$ 0
|
|
|
Transferred cash |
|
|
|
185,001,686
|
|
|
|
|
|
Restricted cash held |
|
|
|
|
|
|
22,468,765
|
|
|
Remaining restricted cash held |
|
|
|
|
|
|
9,136,168
|
|
|
Restricted cash held transferred back to the trust account |
|
(34,856)
|
$ (897,964)
|
$ (336,661)
|
$ (1,200,053)
|
|
|
|
|
Debt instrument redemption, description |
|
|
|
For the period from March 1, 2021 (inception) through December 31, 2021, the Company recorded accretion of carrying value to redemption
value of $29,687 due to the unrealized gain on the investments held in the Trust Account. For the year ended December 31, 2022,
the Company recorded accretion of carrying value to redemption value of $2,177,762 due to the $2,752,849 of realized gain on the
investments held in the Trust Account partially offset by $575,087 transferred to the operating bank account for taxes
|
|
|
|
|
|
Transaction costs |
$ 15,401,418
|
14,638,901
|
|
$ 14,638,901
|
|
|
|
|
|
Underwriting fees |
3,608,300
|
|
|
|
|
|
|
|
|
Deferred underwriting fees |
6,314,525
|
|
|
|
|
|
|
|
|
Other offering costs |
764,193
|
|
|
|
|
|
|
|
|
Purchase price |
4,150
|
|
|
|
|
|
|
|
|
Unrecognized tax benefits |
|
0
|
|
0
|
|
|
0
|
|
|
Accrued interest and penalties |
|
$ 0
|
|
$ 0
|
|
|
$ 0
|
|
|
Effective tax rate |
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
|
|
|
|
Operating cash deposits |
|
|
|
|
|
|
|
$ 1,343,809
|
|
Number of securities called by warrants (in shares) |
|
17,033,200
|
|
17,033,200
|
|
|
|
|
|
Anchor Investors [Member] |
|
|
|
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
|
|
|
Fair value of common stock subscription |
|
$ 4,714,400
|
|
$ 4,714,400
|
|
|
|
|
$ 4,714,400
|
Purchase price |
|
|
|
|
|
|
|
|
$ 4,150
|
IPO [Member] |
|
|
|
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
|
|
|
Transaction costs |
15,401,418
|
|
|
|
|
|
|
|
|
Underwriting fees |
3,608,300
|
|
|
|
|
|
|
|
|
Deferred underwriting fees |
6,314,525
|
|
|
|
|
|
|
|
|
Other offering costs |
764,193
|
|
|
|
|
|
|
|
|
Offering cost recorded to equity amount |
14,638,901
|
|
|
|
|
|
|
|
|
Amount of offering costs that were expensed |
$ 762,517
|
|
|
|
|
|
|
|
|
Common Class A [Member] |
|
|
|
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
|
|
|
Restricted cash held transferred back to the trust account |
|
$ 34,856
|
$ 897,964
|
$ 336,661
|
$ 1,200,053
|
|
|
|
|
Class A common stock, shares subject to possible redemption (in shares) |
|
1,304,259
|
|
1,304,259
|
|
|
1,304,259
|
|
|
Percentage of total net income (loss) allocated to shares |
|
|
|
22.00%
|
|
80.00%
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
|
|
|
Restricted cash held transferred back to the trust account |
|
|
|
|
|
|
|
|
|
Percentage of total net income (loss) allocated to shares |
|
|
|
78.00%
|
|
20.00%
|
|
|
|
Restricted Stock [Member] |
|
|
|
|
|
|
|
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
|
|
|
|
|
|
|
Restricted cash held |
|
0
|
|
$ 0
|
|
|
$ 22,468,765
|
|
|
Remaining restricted cash held |
|
$ 9,136,168
|
|
$ 9,136,168
|
|
|
|
|
|
Restricted cash held transferred back to the trust account |
|
|
|
|
|
|
$ 13,332,597
|
|
|
X |
- DefinitionThe element represents allocation of net income loss participation rights percentage.
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v3.23.3
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)
|
|
|
10 Months Ended |
|
Aug. 20, 2021 |
Jul. 30, 2021 |
Dec. 31, 2021 |
Sep. 30, 2023 |
Class of Warrant or Right [Line Items] |
|
|
|
|
Underwriting fees |
|
$ 3,608,300
|
|
|
Underwriting fees deferred |
|
$ 6,314,525
|
|
|
Common Class A [Member] |
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
Shares issued, price per share |
|
|
|
$ 10.18
|
IPO [Member] |
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
Option for underwriters to purchase additional units, term |
|
45 days
|
|
|
Additional units that can be purchased to cover over-allotments |
|
2,625,000
|
|
|
Underwriting fees |
|
$ 3,608,300
|
|
|
Underwriting fees deferred |
|
$ 6,314,525
|
|
|
IPO [Member] | Common Class A [Member] |
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
Units, number of securities called by units |
|
1
|
|
|
Number of securities called by each warrant (in shares) |
|
1
|
|
|
Proceeds from initial public offering, net of underwriting fees |
|
|
$ 180,415,000
|
|
Over-Allotment Option [Member] |
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
Units issued during period, shares, new issues |
541,500
|
|
|
|
Option for underwriters to purchase additional units, term |
|
45 days
|
|
|
Additional units that can be purchased to cover over-allotments |
2,625,000
|
2,625,000
|
|
|
Proceeds from initial public offering, net of underwriting fees |
$ 5,415,000
|
|
|
|
Underwriting fees |
108,300
|
|
|
|
Underwriting fees deferred |
$ 189,525
|
|
|
|
Public Shares [Member] | IPO [Member] |
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
Units issued during period, shares, new issues |
|
17,500,000
|
|
|
Shares issued, price per share |
|
$ 10.00
|
|
|
Proceeds from initial public offering, net of underwriting fees |
|
$ 175,000,000
|
|
|
Redeemable Warrants [Member] | IPO [Member] |
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
Units, number of securities called by units |
|
0.50
|
|
|
Warrants exercise price (In dollars per share) |
|
$ 11.50
|
|
|
X |
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v3.23.3
PRIVATE PLACEMENT (Details Narrative) - USD ($)
|
Aug. 20, 2021 |
Jul. 30, 2021 |
Sep. 30, 2023 |
Common Class A [Member] |
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
Shares issued, price per share |
|
|
$ 10.18
|
Private Placement Warrants [Member] | Private Placement [Member] |
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
Class of warrant or right, issued |
|
7,850,000
|
|
Shares issued, price per share |
|
$ 1.00
|
|
Gross proceeds from issuance of warrants |
|
$ 7,850,000
|
|
Private Placement Warrants [Member] | Private Placement [Member] | Common Class A [Member] |
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
Number of securities called by each warrant (in shares) |
|
1
|
|
Warrants exercise price (In dollars per share) |
|
$ 11.50
|
|
Private Placement Warrants [Member] | Over-Allotment Option [Member] |
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
Class of warrant or right, issued |
162,450
|
|
|
Shares issued, price per share |
$ 1.00
|
|
|
Gross proceeds from issuance of warrants |
$ 162,450
|
|
|
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- DefinitionThe element represents class of warrant or right issued.
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v3.23.3
RELATED PARTY TRANSACTIONS (Details Narrative)
|
|
|
|
|
|
3 Months Ended |
9 Months Ended |
|
|
Aug. 23, 2023
USD ($)
|
Oct. 27, 2022
USD ($)
|
Oct. 11, 2022
USD ($)
|
Jul. 30, 2021
USD ($)
N
$ / shares
shares
|
Mar. 04, 2021
USD ($)
shares
|
Sep. 30, 2023
USD ($)
$ / shares
shares
|
Sep. 30, 2022
USD ($)
|
Sep. 30, 2023
USD ($)
$ / shares
shares
|
Sep. 30, 2022
USD ($)
|
Dec. 31, 2022
USD ($)
shares
|
Aug. 20, 2021
shares
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Percentage of acquisition of units allocated |
|
|
|
|
|
1
|
|
1
|
|
|
|
Preferred Stock, Shares Authorized | shares |
|
|
|
|
|
1,000,000
|
|
1,000,000
|
|
1,000,000
|
|
Debt extinguishment |
|
|
|
|
|
$ 115,200
|
|
$ 115,200
|
|
|
|
Sponsor debt conversion agreement |
|
|
|
|
|
|
|
127,097
|
|
|
|
Fair value of the derivative liability |
|
|
|
|
|
142,761
|
|
142,761
|
|
$ 0
|
|
Fair value recorded expense |
|
|
|
|
|
15,664
|
|
15,664
|
|
|
|
Debt discount |
|
|
|
|
|
127,097
|
|
127,097
|
|
|
|
Interest expense |
|
|
|
|
|
0
|
0
|
11,638
|
11,638
|
|
|
Unamortized debt discount |
|
|
|
|
|
115,459
|
|
115,459
|
|
|
|
Convertible Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Sponsor debt conversion agreement |
$ 127,097
|
|
|
|
|
|
|
|
|
|
|
Administrative Support Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Related party transaction, expenses from transactions with related party |
|
|
|
|
|
0
|
$ 0
|
0
|
$ 60,000
|
|
|
Investor [Member] | Second Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from draw on promissory note |
|
$ 760,000
|
$ 200,000
|
|
|
|
|
|
|
|
|
Investor [Member] | Administrative Support Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Related party transaction amount |
|
|
|
|
|
|
|
10,000
|
|
|
|
Investor [Member] | Maximum [Member] | Second Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from draw on promissory note |
|
|
$ 1,000,000
|
|
|
|
|
|
|
|
|
Related party transaction, rate |
|
|
6.00%
|
|
|
|
|
|
|
|
|
Investor [Member] | Maximum [Member] | Second Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Total drawdowns |
|
|
|
|
|
$ 960,000
|
|
$ 960,000
|
|
$ 960,000
|
|
Investor [Member] | Maximum [Member] | IPO [Member] | Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from draw on promissory note |
|
|
|
|
$ 300,000
|
|
|
|
|
|
|
Anchor Investor1 [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Number of institutional investors | N |
|
|
|
10
|
|
|
|
|
|
|
|
Units issued during period, shares, new issues | shares |
|
|
|
14,402,000
|
|
|
|
|
|
|
|
Shares issued, price per share | $ / shares |
|
|
|
$ 10.00
|
|
|
|
|
|
|
|
Anchor Investor2 [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Number of institutional investors | N |
|
|
|
7
|
|
|
|
|
|
|
|
Units issued during period, shares, new issues | shares |
|
|
|
1,732,500
|
|
|
|
|
|
|
|
Shares issued, price per share | $ / shares |
|
|
|
$ 10.00
|
|
|
|
|
|
|
|
Anchor Investor3 [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Number of institutional investors | N |
|
|
|
1
|
|
|
|
|
|
|
|
Units issued during period, shares, new issues | shares |
|
|
|
1,400,000
|
|
|
|
|
|
|
|
Shares issued, price per share | $ / shares |
|
|
|
$ 10.00
|
|
|
|
|
|
|
|
Anchor Investor4 [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Number of institutional investors | N |
|
|
|
2
|
|
|
|
|
|
|
|
Units issued during period, shares, new issues | shares |
|
|
|
437,500
|
|
|
|
|
|
|
|
Shares issued, price per share | $ / shares |
|
|
|
$ 10.00
|
|
|
|
|
|
|
|
Anchor Investors [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Shares issued, price per share | $ / shares |
|
|
|
|
|
$ 0.005
|
|
$ 0.005
|
|
|
|
Aggregate number of shares subscribed (in shares) | shares |
|
|
|
|
|
830,000
|
|
830,000
|
|
|
|
Fair value of common stock subscription |
|
|
|
|
4,714,400
|
$ 4,714,400
|
|
$ 4,714,400
|
|
|
|
Share price | $ / shares |
|
|
|
|
|
$ 5.68
|
|
$ 5.68
|
|
|
|
Stock issuance expense |
|
|
|
|
|
|
|
$ 4,150
|
|
|
|
Offering cost per share | $ / shares |
|
|
|
|
|
|
|
$ 0.005
|
|
|
|
Anchor Investors [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Common stock shares subscribed but unissued, value |
|
|
|
$ 4,150
|
|
|
|
|
|
|
|
Sponsor Affiliate of Sponsor or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Convertible debt, maximum borrowing capacity |
|
|
|
|
|
$ 1,500,000
|
|
$ 1,500,000
|
|
|
|
Debt instrument, convertible, conversion price | $ / shares |
|
|
|
|
|
$ 1.00
|
|
$ 1.00
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Debt extinguishment |
|
|
|
|
|
|
|
|
|
|
|
Common Class B [Member] | Investor [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
|
|
|
$ 25,000
|
|
|
|
|
|
|
Issuance of class b ordinary shares to sponsor (in shares) | shares |
|
|
|
|
5,031,250
|
|
|
|
|
|
|
Percentage of issued and outstanding shares after Initial Public Offering |
|
|
|
|
20.00%
|
|
|
|
|
|
|
Common stock shares subject to forfeiture, forfeited | shares |
|
|
|
|
|
|
|
|
|
|
520,875
|
Common Class B [Member] | Investor [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares, subject to forfeiture | shares |
|
|
|
|
656,250
|
|
|
|
|
|
|
X |
- DefinitionThe element represents common stock shares subject to forfeiture.
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|
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Balance Type: |
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Period Type: |
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|
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- DefinitionThe element represents offering cost per share.
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Balance Type: |
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|
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- DefinitionThe element represents percentage of acquisition of units allocated.
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Period Type: |
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|
X |
- DefinitionThe element represents percentage of issued and outstanding shares after initial public offering.
+ References
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Period Type: |
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|
X |
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+ References
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Period Type: |
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- DefinitionThe element represents totaldrawdowns.
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+ References
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v3.23.3
COMMITMENTS AND CONTINGENCIES (Details Narrative)
|
Aug. 20, 2021
USD ($)
shares
|
Jul. 30, 2021
USD ($)
$ / shares
shares
|
Jul. 27, 2021
USD ($)
N
$ / shares
|
Sep. 30, 2023
USD ($)
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
Number of demands eligible security holder can make | N |
|
|
3
|
|
Underwriting fees deferred |
|
$ 6,314,525
|
|
|
Underwriting discount fee | $ / shares |
|
$ 0.20
|
|
|
Underwriting discount |
|
$ 3,608,300
|
|
|
Deferred underwriting commissions per unit | $ / shares |
|
|
$ 0.35
|
|
Deferred underwriting fee payable |
|
|
$ 6,314,525
|
$ 6,314,525
|
Accumulated deficit |
|
|
|
6,014,585
|
Gain on underwriting commissions |
|
|
|
299,940
|
Offering costs |
|
15,401,418
|
|
$ 14,638,901
|
Other offering costs |
|
764,193
|
|
|
Excess fair value of the founder shares sold |
|
4,714,400
|
|
|
Purchase price |
|
$ 4,150
|
|
|
IPO [Member] |
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
Option for underwriters to purchase additional units, term |
|
45 days
|
|
|
Additional Units that can be purchased to cover over-allotments | shares |
|
2,625,000
|
|
|
Underwriting fees deferred |
|
$ 6,314,525
|
|
|
Offering costs |
|
15,401,418
|
|
|
Other offering costs |
|
$ 764,193
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
Option for underwriters to purchase additional units, term |
|
45 days
|
|
|
Additional Units that can be purchased to cover over-allotments | shares |
2,625,000
|
2,625,000
|
|
|
Units issued during period, shares, new issues | shares |
541,500
|
|
|
|
Proceeds from initial public offering, net of underwriting fees |
$ 5,415,000
|
|
|
|
Underwriting fees deferred |
$ 189,525
|
|
|
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v3.23.3
STOCKHOLDERS’ DEFICIT (Details Narrative)
|
|
9 Months Ended |
|
|
|
Mar. 04, 2021
USD ($)
shares
|
Sep. 30, 2023
N
$ / shares
shares
|
Dec. 31, 2022
$ / shares
shares
|
Dec. 20, 2022
shares
|
Aug. 20, 2021
shares
|
Class of Stock [Line Items] |
|
|
|
|
|
Preferred stock, shares authorized |
|
1,000,000
|
1,000,000
|
|
|
Preferred stock, par value (in dollars per share) | $ / shares |
|
$ 0.0001
|
$ 0.0001
|
|
|
Preferred stock, shares issued |
|
0
|
0
|
|
|
Preferred Stock, Shares Outstanding |
|
0
|
0
|
|
|
Stock conversion, as-converted percentage |
|
20.00%
|
|
|
|
Common Class A [Member] |
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
Common stock, shares authorized (in shares) |
|
150,000,000
|
150,000,000
|
|
|
Common stock, par value (in dollars per share) | $ / shares |
|
$ 0.0001
|
$ 0.0001
|
|
|
Common stock, shares issue |
|
0
|
0
|
|
|
Common stock, shares outstanding |
|
0
|
0
|
18,041,500
|
|
Number of shares subject to possible redemption |
|
1,304,259
|
1,304,259
|
|
|
Stockholder redemption realized gains ( in shares) |
|
16,737,241
|
|
|
|
Per share redemption price | $ / shares |
|
$ 10.18
|
|
|
|
Common stock, votes per share | N |
|
1
|
|
|
|
Stock conversion ratio |
|
one
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
Common stock, shares authorized (in shares) |
|
20,000,000
|
20,000,000
|
|
|
Common stock, par value (in dollars per share) | $ / shares |
|
$ 0.0001
|
$ 0.0001
|
|
|
Common stock, shares issue |
|
4,510,375
|
4,510,375
|
|
|
Common stock, shares outstanding |
|
4,510,375
|
4,510,375
|
|
|
Common Class B [Member] | Investor [Member] |
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
Proceeds from issuance of common stock | $ |
$ 25,000
|
|
|
|
|
Issuance of class B ordinary shares to sponsor (in shares) |
5,031,250
|
|
|
|
|
Common stock shares subject to forfeiture, forfeited |
|
|
|
|
520,875
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v3.23.3
Schedule of assets and liabilities measured at fair value on recurring basis: (Details) - Fair Value, Recurring [Member] - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Public Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
$ 850,657
|
$ 451,038
|
Private Placement Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
755,574
|
400,623
|
Derivative Liability [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
142,761
|
|
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
850,657
|
451,038
|
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
|
|
Fair Value, Inputs, Level 1 [Member] | Derivative Liability [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
|
|
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
|
|
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
755,574
|
400,623
|
Fair Value, Inputs, Level 2 [Member] | Derivative Liability [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
|
|
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
|
|
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
|
|
Fair Value, Inputs, Level 3 [Member] | Derivative Liability [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Warrant liability |
142,761
|
|
US Treasury Securities [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
13,669,258
|
|
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
13,669,258
|
|
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
|
|
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
|
|
Long Term US Government Treasury Obligations [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
467,744
|
|
Long Term US Government Treasury Obligations [Member] | Fair Value, Inputs, Level 1 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
467,744
|
|
Long Term US Government Treasury Obligations [Member] | Fair Value, Inputs, Level 2 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
|
|
Long Term US Government Treasury Obligations [Member] | Fair Value, Inputs, Level 3 [Member] |
|
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
Investments, fair value disclosure |
|
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.
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- DefinitionThe element represents change in fair value of derivative liability.
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v3.23.3
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Fair Value Disclosures [Abstract] |
|
|
|
|
Investments held in trust account |
|
|
$ 185,001,686
|
|
Redeemable by shareholders |
$ 161,957,835
|
|
161,957,835
|
|
Account for payment of taxes |
|
|
$ 575,087
|
|
Description of closing of the merger |
|
|
The Company stock price at September 30, 2023 and August 23, 2023 were
$10.92 and $10.56, respectively. The probability of the merger closing used at September 30, 2023 and August 23, 2023 was 80%. The current term of the expected conversion assumed July 30, 2024 for the closing of the merger.
|
|
Gain from change in fair value of warrant liabilities |
$ (924,903)
|
$ 2,043,984
|
$ (754,570)
|
$ 6,472,616
|
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v3.23.3
SUBSEQUENT EVENTS (Details Narrative) - shares
|
|
9 Months Ended |
Oct. 02, 2023 |
Sep. 30, 2023 |
Subsequent Event [Line Items] |
|
|
Founder shares (in shares) |
|
2,415,375
|
Subsequent Event [Member] |
|
|
Subsequent Event [Line Items] |
|
|
Subsequent event description |
In order to conform with the terms and
conditions of the Merger Agreement and to maintain the same economics of the Business Combination for all Class B stockholders,
on October 2, 2023, the Sponsor, the Company and SANUWAVE entered into a Forfeiture and Redemption Agreement (the “Forfeiture
and Redemption Agreement”), pursuant which the Sponsor has agreed to forfeit 1,746,316 of its shares (the “Forfeited
Shares”) of Class A Common Stock contingent upon and effective immediately prior to the closing of the Business Combination
(the “Closing”).
|
|
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|
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|
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|
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