The accompanying notes are an integral part of the unaudited financial
statements
NOTES TO FINANCIAL STATEMENTS
NOTE 1. Description of Organization and
Business Operations
Vistas Media Acquisition Company Inc. (the “Company”)
was incorporated in Delaware on March 27, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company
intends to focus its search for an initial business combination on companies that are positioned to benefit directly from the growth of
digitally available content. While the Company’s efforts to identify a target will not be limited to any particular media and entertainment
segment or geography, it intends to focus its search on content, film, post -production and/or visual effects facilities, animation, streaming,
augmented and virtual reality, music, digital media, gaming and e-sports. The Company is an emerging growth company and, as such, the
Company is subject to all of the risks associated with emerging growth companies.
The Company’s sponsor is Vistas Media Sponsor,
LLC, a Delaware limited liability company (the “Sponsor”).
As of September 30, 2021, the Company had not
yet commenced any operations. All activity for the period from March 27, 2020 (inception) through September 30, 2021, relates to the Company’s
formation and the initial public offering (“Public Offering” or “IPO”), which is described below. The Company
will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company
anticipates it will generate income in the form of interest income from the proceeds derived from the IPO and placed in Trust Account
(as defined below) as described below.
Public Offering
The Company completed the sale of 10,000,000 units
(the “Units”) at an offering price of $10.00 per Unit in the Public Offering on August 11, 2020. Simultaneously with the closing
of the Public Offering, the Company consummated the private placement (the “Private Placement”) of an aggregate of 295,000
private placement units (the “Private Placement Units”) and 500,000 private placement warrants (the “Private Placement
Warrants”). The Sponsor purchased 220,000 Private Placement Units and I-Bankers Securities, Inc. (“I-Bankers”) purchased
75,000 Private Placement Units at a price of $10.00 per Private Placement Unit. The Sponsor also purchased 500,000 Private Placement Warrants
at a price of $1.00 per Private Warrant. The sale of the 10,000,000 Units in the Public Offering (the “Public Units”) generated
gross proceeds of $100,000,000, less underwriting commissions of $1,750,000 (1.75% of the gross proceeds of the Public Offering) and other
offering costs of $593,806. The Private Placement Units and Private Placement Warrants generated $3,450,000 of gross proceeds.
Each Unit consists of one (1) share of Class A
common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) and one (1) redeemable warrant to purchase
one share of Class A Common Stock (collectively, with the Private Placement Warrants and the warrants underlying the Private Placement
Units, the “Warrants”). One Warrant entitles the holder thereof to purchase one share of Class A common stock at a price
of $11.50 per share.
The Company also granted the underwriters a 30-day
option to purchase up to 1,500,000 additional Units at the Public Offering price less the underwriting discounts.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
The Trust Account
Upon completion of the Public Offering, $100,000,000
of proceeds were held in the Company’s trust account at UBS Financial Services Inc., with Continental Stock Transfer & Trust
Company acting as trustee (the “Trust Account”), and will be invested in permitted United States “government securities”
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having
a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company
Act that invest only in direct U.S. government treasury obligations. Unless and until the Company completes the Initial Business Combination,
it may pay its expenses only from the net proceeds of the Public Offering and the Private Placement held outside the Trust Account.
Except with respect to interest earned on the
funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering may not be
released from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption
of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate
of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not
complete the Initial Business Combination by August 11, 2021, 12 months from the closing of the Public Offering (or up to 18 months from
the closing of the Public Offering if the Company extends the period of time to consummate a business combination); or (iii) the
redemption of all of the Company’s public shares if the Company is unable to complete the Initial Business Combination by August
11, 2021, 12 months from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company
extends the period of time to consummate a business combination) (see Note 8 and Note 9) (at which such time up to $100,000 of interest
shall be available to the Company to pay dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account
could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders
of the Company’s public shares (the “public stockholders”).
Initial Business Combination
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of
the Public Offering and the Private Placement are intended to be generally applied toward consummating an Initial Business Combination.
The Initial Business Combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the
assets held in the Trust Account. There is no assurance that the Company will be able to successfully effect an Initial Business Combination.
If the Company holds a stockholder meeting to
approve the Initial Business Combination, a public stockholder will have the right to redeem its public shares for an amount in cash equal
to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of
the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock have
been recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities
from Equity.”
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
Pursuant to the Company’s amended and restated
certificate of incorporation, if the Company is unable to complete the Initial Business Combination by August 11, 2021, 12 months from
the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the period of time
to consummate a business combination) (see Note 8 and Note 9), the Company will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the
funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further 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 the Company’s 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.
The Sponsor and the Company’s officers and
directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating
distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares (as defined below) held by them if
the Company fails to complete the Initial Business Combination within 12 months of the closing of the Public Offering (or up to 18 months
from the closing of the Public Offering if the Company extends the period of time to consummate a business combination). However, if the
Sponsor or any of the Company’s directors or officers acquires shares of Class A common stock in or after the Public Offering, they
will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete
the Initial Business Combination within the prescribed time period.
As discussed in Note 8 and Note 9, on August 10,
2021, the First Extension Payment was deposited by the Sponsor into the Company’s trust account to extend the August 11, 2021, deadline
to November 11, 2021, and on November 09, 2021, the Second Extension Payment was deposited by the Sponsor into the Company’s trust
account to extend the deadline to February 11, 2022.
In the event of a liquidation, dissolution or
winding up of the Company after an Initial Business Combination the Company’s remaining stockholders are entitled to share ratably
in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of
stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights.
The Company will provide its stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of
the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein.
NOTE 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant
to the rules and regulations of the SEC.
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 including, but not limited to, not being required to comply with the independent registered public
accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and stockholder approval of any golden parachute payments not previously approved.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 an 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.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation limit of $250,000. As of September 30, 2021, the Company has not experienced losses on these accounts and
management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates
the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Use of Estimates
The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Net Income Per Common Share
Net income per share is computed by dividing net income by the weighted
average number of Common Stock outstanding during the period. At September 30, 2021, the Company did not have any dilutive securities
and other contracts that could, potentially, be exercised or converted into Common Stock and then share in the earnings of the Company.
As a result, diluted income per share is the same as basic income per share for the period presented.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
Income Taxes
The Company follows the asset and liability method
of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed
immaterial as of September 30, 2021.
FASB 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. There were no unrecognized tax benefits as of September 30, 2021. The Company recognizes accrued interest and penalties related
to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September
30, 2021. 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.
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
financial statements.
Warrant Liability
The Company accounts for the Warrants in accordance
with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded
as derivative liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants
to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any
change in fair value is recognized in our statement of operations. The Private Warrants (and the Public Warrants for periods where no
observable traded price was available) are valued using a Modified Black Scholes Model. For periods subsequent to the detachment of the
Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A Common
Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic
480 “Distinguishing Liabilities from Equity.” 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 are classified as
shareholders’ equity. The Company’s Class A Common Stock feature certain redemption rights that are considered to be
outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and
December 31, 2020, Class A Common Stock subject to possible redemption are presented as temporary equity, outside of the
shareholders’ equity section of the Company’s condensed consolidated balance sheets.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
The Company recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting
period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption
amount value. The change in the carrying value of redeemable Class A Common Stock resulted in charges against additional paid-in capital
and accumulated deficit.
At September 30, 2021 and December 31, 2020, the
Class A Common Stock reflected in the condensed consolidated balance sheets are reconciled in the following table:
Gross proceeds
|
|
|
100,000,000
|
|
Less:
|
|
|
|
|
Proceeds allocated to Public Warrants
|
|
|
(10,400,000
|
)
|
Class A common stock issuance costs
|
|
|
(3,779,806
|
)
|
Plus:
|
|
|
|
|
Accretion of carrying value to redemption value
|
|
|
14,179,806
|
|
Class A common stock subject to possible redemption
|
|
|
100,000,000
|
|
NOTE 3. RESTAEMENT OF PREVIOUSLY ISSUED
FINANCIAL STATEMENTS
In accordance with ASC 480-10-S99, redemption
provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent
equity. The Company had previously classified a portion of the Class A common stock in permanent equity. Although the Company did not
specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount
that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all Class
A common stock as temporary equity and any related impact, as the threshold in its charter would not change the nature of the underlying
shares as redeemable and thus would be required to be disclosed outside of permanent equity.
The reclassification of amounts from permanent
equity to temporary equity result in non-cash financial statement corrections and will have no impact on the Company’s current or
previously reported cash position, operating expenses or total operating, investing or financing cash flows.In connection with the change
in presentation for the Class A common stock subject to possible redemption, the Company has restated its earnings per share calculation
to allocate income and losses shared pro rata between Class A and Class B common stock. This presentation contemplates a Business Combination
as the most likely outcome, in which case, Class A and Class B common stock share pro rata in the income and losses of the Company.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
The impact of the revision on the Company’s
financial statements is reflected in the following table:
|
|
As Previously
|
|
|
|
|
|
|
|
Balance Sheet as of December 31, 2020
|
|
Reported
|
|
|
Adjustment
|
|
|
As Revised
|
|
Common stock subject to possible redemption
|
|
$
|
85,326,031
|
|
|
$
|
14,673,969
|
|
|
$
|
100,000,000
|
|
Class A Common stock
|
|
$
|
180
|
|
|
|
$ (147
|
)
|
|
|
33
|
|
Class B Common stock
|
|
$
|
250
|
|
|
|
-
|
|
|
$
|
250
|
|
Additional paid-in capital
|
|
$
|
4,057,934
|
|
|
$
|
(4,057,934
|
)
|
|
|
-
|
|
Accumulated deficit
|
|
$
|
941,637
|
|
|
$
|
(10,615,889
|
)
|
|
$
|
(9,674,252
|
)
|
Total Stockholders’ Equity (Deficit)
|
|
$
|
5,000,001
|
|
|
$
|
(14,673,970
|
)
|
|
$
|
(9,673,969
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Stockholders Equity (Deficit) for the Period of March 31, 2020
through December 31, 2020 (Audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock subject to possible redemption
|
|
$
|
85,326,031
|
|
|
$
|
14,673,969
|
|
|
$
|
100,000,000
|
|
NOTE 4. Related Party Transactions
Founder Shares
On April 30, 2020, the Sponsor purchased an aggregate
of 2,875,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately
$0.009 per share. On July 1, 2020, the Sponsor transferred 225,000 Founder Shares to PFVI, LLC for a purchase price of $1,500,000. On
August 6, 2020, the Sponsor transferred an aggregate of 334,000 Founder Shares to members of its management team and 172,500 Founder Shares
to certain of its affiliates.
The Founder Shares are identical to the shares
of common stock included in the Units and holders of Founder Shares have the same stockholder rights as public stockholders, except that
(i) the Founder Shares and the shares of common stock underlying the Private Placement Units are subject to certain transfer restrictions,
and (ii) the Sponsor has entered into a letter agreement, pursuant to which it has agreed (A) to waive its redemption rights with respect
to the Founder Shares, and the shares of common stock underlying the Private Placement Units and the Public Units in connection with the
completion of a
Business Combination and (B) to waive its rights
to liquidating distributions from the Trust Account with respect to the Founder Shares and the shares of common stock underlying the Private
Placement Units if the Company fails to complete a Business Combination within 12 months from the closing of the Public Offering (or up
to 18 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination) (see
Note 8 and Note 9).
With certain limited exceptions, the Founder Shares
are not transferable, assignable or saleable (except to the Company’s officers and directors and other persons or entities affiliated
with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion
of an initial Business Combination or earlier of (B) subsequent to the Company’s initial Business Combination, (i) if the last sale
price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial
Business Combination, or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction
that results in all stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Private Placements
In addition, the Sponsor purchased, pursuant
to written agreements, an aggregate of 220,000 Private Placement Units at $10.00 per Private Placement Unit and 500,000 Private
Placement Warrants at $1.00 per Private Placement Warrant for aggregate proceeds of $2,700,000. This purchase took place on a
private placement basis simultaneously with the completion of the Initial Public Offering. This issuance was made pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
Administrative Service Fee
The Company has agreed, commencing on the effective
date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination or its liquidation,
to pay the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. The total amounts
of administrative service fees expensed for the three months and nine months ended September 30, 2021, were $30,000 and $90,000,
respectively. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly
fees.
Related Party Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor, officers and directors or their respective affiliates may, but are not obligated to, loan the
Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company
will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds
held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the
Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender’s discretion, or converted upon consummation of a Business Combination
into additional Private Placement Units at a price of $10.00 per Unit (the “Working Capital Units”). As of September 30, 2021,
no Working Capital Loans have been issued.
Extension Loans
The Company may extend the period of time to consummate
a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination).
In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees
must deposit into the Trust Account $1,000,000 ($0.10 per Public Share), on or prior to the date of the applicable deadline, up to an
aggregate of $2,000,000. Any such payments would be made in the form of a loan. The terms of the loan in connection with the loan have
not yet been negotiated. If the Company completes a Business Combination, the Company will repay such loaned amounts out of the proceeds
of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such
loans. As of September 30, 2021, company has received an extension loan $1,000,000 from sponsors.
Registration Rights
The holders of the Founder Shares, private placement
securities (and underlying securities) and units that may be issued upon conversion of working capital loans have registration rights
to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement.
These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities
for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities
in other registration statements filed by the Company. Notwithstanding the foregoing, I-Bankers may not exercise its demand and “piggyback”
registration rights after five and seven years, respectively, after the effective date of the registration statement for the Public Offering
and may not exercise its demand rights on more than one occasion.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
Business Combination Marketing Agreement
The Company has engaged I-Bankers in connection
with its business combination to assist it in holding meetings with stockholders to discuss the potential business combination and the
target business’ attributes, introduce it to potential investors that are interested in purchasing its securities in connection
with its initial business combination, assist it in obtaining stockholder approval for the business combination and assist it with its
press releases and public filings in connection with the business combination. The scope of engagement excludes identifying and/or evaluating
possible acquisition candidates. Pursuant to the Company’s agreement with I-Bankers, the marketing fee payable to I-Bankers will
be 2.75% of the gross proceeds of the Public Offering. However, if the Company has not consummated its business combination within 12
months from the closing of the Public Offering and the Sponsor elects to extend such period to consummate a business combination by an
additional three months and, pursuant to the trust agreement, deposits $1,000,000 (or up to $1,150,000 depending on the extent to which
the underwriters’ over-allotment option is exercised) into the trust account, then the marketing fee payable to I-Bankers will be
reduced to 1.75% of the gross proceeds of the Public Offering.
Representative’s Shares
On August 11, 2020, the Company issued an aggregate
of 35,000 Representative’s Shares to the underwriters, in connection with their services as underwriters for the IPO. The underwriters
have agreed not to transfer, assign, or sell any of Representative’s Shares until the completion of the Company’s initial
Business Combination. In addition, the underwriters agreed (i) to waive their redemption rights with respect to such shares in connection
with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account
with respect to the Representative’s Shares if the Company fails to complete its initial Business Combination within the Combination
Period.
Based on the IPO price of $10.00 per Unit, the
fair value of the 35,000 Common Stock was $350,000, which was an expense of the IPO resulting in a charge directly to stockholders’
equity upon the completion of the IPO.
The shares have been deemed compensation by FINRA
and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration
statement of the Company in connection with the IPO, pursuant to FINRA Rule 5110(g)(1). Pursuant to FINRA Rule 5110(g)(1), these securities
will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition
of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may
they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the
registration statement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners.
Representative’s Warrants
On August 11, 2020, the Company issued an
aggregate of 500,000 Representative’s Warrants, exercisable at $12.00 per share, to the underwriters in connection with their
services as underwriters for the IPO. The Representative’s Warrants may be exercised for cash or on a cashless basis, at
the holder’s option, at any time during the period commencing on the later of the first anniversary of the effective date of
the registration statement of the Company and the closing of the Company’s initial Business Combination and terminating on the
fifth anniversary of such effectiveness date. The underwriters have each agreed that neither it nor its designees will be permitted
to exercise the warrants after the five-year anniversary of the effective date of the registration statement. The Company
accounted for the 500,000 warrants as an expense of the IPO resulting in a charge directly to stockholders’ equity. The fair
value of Representative’s Warrants was estimated to be approximately $1,086,000 (or $2.172 per warrant) using the
Black-Scholes option-pricing model. The fair value of the Representative’s Warrants granted to the underwriters was estimated
as of the date of grant using the following assumptions: (1) expected volatility of 31.5%, (2) risk-free interest rate of 0.29%,
share price at $10.00 with a strike price at $12.00 and (3) expected life of five years.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
The Representative’s Warrants and such shares
purchased pursuant to the Representative’s Warrants have been deemed compensation by FINRA and are therefore subject to a lock-up for
a period of 180 days immediately following the date of the effectiveness of the registration statement pursuant to FINRA Rule 5110(g)(1).
Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective
date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately
following the effective date of the registration statement except to any underwriter and selected dealer participating in the IPO and
their bona fide officers or partners. The Representative’s Warrants grant to holder’s demand and “piggyback” rights
for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration
under the Securities Act of the Common Stock issuable upon exercise of the Representative’s Warrants. The Company will bear all
fees and expenses attendant to registering the securities, other than underwriting commissions, which will be paid for by the holders
themselves. The exercise price and number of Common Stock issuable upon exercise of the Representative’s Warrants may be adjusted
in certain circumstances including in the event of a share dividend, or the Company’s recapitalization, reorganization, merger or
consolidation. However, the Representative’s Warrants will not be adjusted for issuances of Common Stock at a price below its exercise
price.
NOTE 5. Stockholder’s Equity
Class A Common Stock—The Company
is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share.
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.
On April 30, 2020, the Company issued 2,875,000
shares of Class B common stock, including an aggregate of up to 375,000 shares of Class B common stock that were subject to forfeiture,
to the Company by the initial stockholders for no consideration to the extent that the underwriters’ over-allotment option is not
exercised in full, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock
after the Public Offering (excluding the Private Placement Units).
Stockholders of record are entitled to one vote
for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock
will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law.
The Class B common stock will automatically
convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for
stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided
herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in
connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all
Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock
outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders
and excluding the Private Placement Units), including the total number of shares of Class A common stock issued, or deemed issued or
issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection
with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or
equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to
any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon
conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one
basis.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
Preferred Stock—The Company is authorized
to issue 1,000,000 shares of preferred stock, par value $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, 2021, there were no shares of preferred
stock issued or outstanding.
Warrants—Public Warrants may
only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only
whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a
Business Combination or (b) 12 months from the closing of the Proposed Public Offering; provided in each case that the Company has
an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of
the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public
Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has
agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the
Company will use its best 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 Public Warrants. The Company will use its best efforts to cause the
same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the
above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such
that it satisfies 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, and, in
the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the
Company will be required to use its best efforts to register or qualify the shares under applicable blue-sky laws to the extent an
exemption is not available.
The Public Warrants will expire five years after
the completion of a Business Combination or earlier upon redemption or liquidation.
The Private Placement Warrants are identical to
the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private
Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject
to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor,
I-Bankers or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, I- Bankers 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.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
The Company may call the Public Warrants for redemption:
A. in
whole and not in part;
B. at
a price of $0.01 per warrant;
C. upon
a minimum of 30 days’ prior written notice of redemption; and
D. if,
and only if, the last sales price of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the
30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant
holders.
If the Company calls the Public Warrants for redemption,
management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,”
as described in the warrant agreement.
If the Company issues additional shares of Class
A common stock or equity-linked securities for capital raising purposes in connection with the closing of its 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 initial stockholders
or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable,
prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and
interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average
trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company
consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price
of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price,
and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher
of the Market Value and the Newly Issued Price.
In no event will the Company be required to net
cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates
the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they
receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly,
the warrants may expire worthless.
NOTE 6. Fair Value Instruments
The Company follows the guidance in ASC 820 for
its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets
and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices in active markets for identical
assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with
sufficient frequency and volume to provide pricing information on an ongoing basis.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
Level 2: Observable inputs other than Level 1
inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical
assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based on the Company’s
assessment of the assumptions that market participants would use in pricing the asset or liability.
The following table presents information about
the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021 and indicates
the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
U. S. Money Market funds
|
|
|
101,072,860
|
|
|
|
|
|
|
|
|
|
Public Warrants
|
|
|
7,000,000
|
|
|
|
|
|
|
|
|
|
Private Warrants
|
|
|
|
|
|
|
|
|
|
|
1,171,975
|
|
Derivative Warrant Liability
The Warrants are accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liability on the Company’s balance sheet. The warrant liability is
measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair
value of warrant liability in the Company’s statement of operations.
Initial Measurement and Subsequent Measurement
The Company established the initial fair value
for the Warrants on August 11, 2020, the date of the closing of the Initial Public Offering. The company used a Monte Carlo simulation
model to value the Public Warrants and a Black-Scholes model to value the Private Warrants.
On September 30, 2021, the Company used NASDAQ
trading price of warrants for valuing the Public Warrants and used Black-Scholes model to value the Private Warrants.
The key inputs used into the Monte Carlo simulation
and the Black-Scholes models used for warrant valuation from initial valuation till September 30, 2021, are detailed below:
|
|
August 11,
2020
|
|
|
December 31,
2020
|
|
|
March 31,
2021
|
|
|
June 30,
2021
|
|
|
September 30,
2021
|
|
|
|
(Initial Measurement)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
0.39
|
%
|
|
|
0.41
|
%
|
|
|
0.99
|
%
|
|
|
1.10
|
%
|
|
|
0.94
|
%
|
Expected term (years)
|
|
|
5
|
|
|
|
5
|
|
|
|
5
|
|
|
|
5
|
|
|
|
5
|
|
Expected volatility
|
|
|
20
|
%
|
|
|
15
|
%
|
|
|
12
|
%
|
|
|
16
|
%
|
|
|
14
|
%
|
Exercise price
|
|
$
|
11.50
|
|
|
$
|
11.50
|
|
|
$
|
11.50
|
|
|
$
|
11.50
|
|
|
$
|
11.50
|
|
Stock price
|
|
$
|
9.48
|
|
|
$
|
10.09
|
|
|
$
|
9.90
|
|
|
$
|
9.99
|
|
|
$
|
10.07
|
|
Dividend yield
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
The following table presents the changes in the fair value of derivative
warrant liability:
|
|
Private
Warrants
|
|
|
Public
Warrants
|
|
|
Derivative
Warrant
Liability
|
|
Fair Value of Warrants as of December 31, 2020
|
|
|
1,178,450
|
|
|
|
9,100,000
|
|
|
|
10,278,450
|
|
Change in warrant valuation
|
|
|
(310,800
|
)
|
|
|
(2,400,000
|
)
|
|
|
(2,710,800
|
)
|
Fair Value of Warrants as of March 31, 2021
|
|
|
867,650
|
|
|
|
6,700,000
|
|
|
|
7,567,650
|
|
Change in warrant valuation
|
|
|
525,770
|
|
|
|
4,733,000
|
|
|
|
5,258,770
|
|
Fair Value of Warrants as of June 30, 2021
|
|
|
1,393,420
|
|
|
|
11,433,000
|
|
|
|
12,826,420
|
|
Change in warrant valuation
|
|
|
(221,445
|
)
|
|
|
(4,433,000
|
)
|
|
|
(4,654,445
|
)
|
Fair Value of Warrants as of September 30, 2021
|
|
|
1,171,975
|
|
|
|
7,000,000
|
|
|
|
8,171,975
|
|
NOTE 7. Merger Agreement
On March 3, 2021, Vistas Media Acquisition Company
Inc. (“VMAC” or the “Company”) entered into a Business Combination Agreement (the “Business Combination
Agreement”) with Anghami, a Cayman Islands exempted company (“Anghami”), Anghami Inc., a Cayman Islands exempted company
and wholly-owned subsidiary of Anghami (“Pubco”), Anghami Vista 1, a Cayman Islands exempted company and wholly-owned subsidiary
of Pubco (“Vistas Merger Sub”), and Anghami Vista 2, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco
(“Anghami Merger Sub”), pursuant to which (i) the Company will merge with and into Vistas Merger Sub, with the Company surviving
the merger and continuing as a subsidiary of Pubco, with each outstanding share of the Company converting into the right to receive one
share of Pubco and each outstanding warrant of the Company converting into warrants to purchase shares of Pubco on the same terms (the
“Vistas Merger”), and (ii) Anghami will merge with and into Anghami Merger Sub, with Anghami surviving the merger and continuing
as a subsidiary of Pubco and Anghami’s shareholders receiving shares of Pubco (the “Anghami Merger”). Upon consummation
of the transactions contemplated by the Business Combination Agreement (the “Business Combination”), Anghami and the Company
will continue to exist as wholly owned subsidiaries of Pubco.
The Business Combination implies an initial pro-forma
enterprise valuation of the combined company of approximately $220 million. Upon the closing of the Business Combination (the “Closing”),
Anghami’s shareholders will be entitled to receive either all stock consideration or a combination of cash and stock consideration
with an aggregate value of $180 million.
The stock consideration payable to Anghami’s
shareholders will be an amount of shares of Pubco equal to (a) $180 million in enterprise value minus the cash consideration paid to such
shareholders (if any), divided by (b) $10.00.
Anghami shareholders will receive cash consideration
only if the available cash (as further described below) exceeds $50,000,000, in which case the cash consideration will be calculated
as the lesser of (i)(A) such available cash minus the outstanding indebtedness of Pubco for borrowed money with a maturity date of more
than one year as of the Closing multiplied by (B) 0.3, or (ii) the available cash minus such indebtedness referred to in clause (i)(A)
above minus $50,000,000. The available cash at Closing will be calculated by (i) adding the amount available to be released from the
Company’s trust account, after taking into account redemptions by the Company’s stockholders, in addition to any cash or
cash equivalents of the Company and the net proceeds of private placements of shares of the Company’s common stock to occur immediately
prior to the Closing, for which the Company currently has commitments of $40 million, and (ii) subtracting transaction expenses of the
Company and Anghami related to the Business Combination. Notwithstanding the foregoing, the cash consideration payable to Anghami
shareholders will be reduced, and shareholders will receive a proportional increase in stock consideration at a price of $10.00 per share,
by the minimum amount necessary for Pubco to satisfy the “substantiality” test of Treasury Regulation 1.367(a)-3(c)(3)(iii),
but if such “substantiality” test cannot be met if the cash consideration is reduced to zero (with the proportional increase
in stock consideration) then no such reduction in cash consideration will be made.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
Pubco’s board of directors will consist
of eleven individuals allocated among three classes, and a majority of those directors will qualify as independent directors under applicable
rules of the Nasdaq Capital Market (“Nasdaq”). Immediately after the Closing, the following individuals will be designated
and appointed to the Pubco board of directors: (i) three directors designated by the Company prior to the Closing, including at least
two who qualify as independent directors under Nasdaq rules, with none appointed to the first class, two appointed to the second class
and one appointed to the third class; (ii) six directors designated by Anghami prior to the Closing, including at least three who qualify
as independent directors under Nasdaq rules, with one appointed to the first class, two appointed to the second class, and three appointed
to the third class; and (iii) two directors designated by Shuaa Capital psc (“Shuaa”), both appointed to the first class and
at least one of whom will qualify as an independent director under Nasdaq rules. In the event the number of directors on the board
changes prior to the Closing, the rights to designate directors will be adjusted such that Anghami will retain the ability to designate
a majority of the directors.
The parties to the Business Combination Agreement
have made customary representations, warranties and covenants in the Business Combination Agreement, including, among others, covenants
with respect to the conduct of the Company and Anghami and its subsidiaries prior to the closing of the Business Combination.
The closing of the Business Combination is subject
to certain customary conditions, including, among other things: (i) the approval by VMAC’s stockholders of the Business Combination
Agreement, the Business Combination, and certain other actions related thereto; (ii) Anghami and the Company each receiving evidence
that Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as of the Closing; (iii) VMAC having at least $40 million of cash at the closing of the Business Combination, consisting
of cash held in its trust account and the aggregate amount of cash actually invested in (or contributed to) the Company pursuant to the
Subscription Agreements (as defined below), after giving effect to redemptions of public shares, if any, but before giving effect
to the consummation of the closing of the Business Combination and the payment of Anghami’s and VMAC’s outstanding transaction
expenses as contemplated by the Business Combination Agreement; (iv) the shares of Class A common stock of Pubco to be issued in
connection with the Business Combination having been approved for listing on Nasdaq subject only to official notice of issuance thereof
and (v) the execution of the Sponsor Agreement Amendment and the Registration Rights Agreement.
The Business Combination Agreement may be terminated
by VMAC or Anghami under certain circumstances, including, among others, (i) by written consent of VMAC and Anghami, (ii) by either VMAC
or Anghami if the closing of the Business Combination has not occurred on or before December 31, 2021, and (iii) by VMAC or Anghami if
VMAC has not obtained the required approval of its stockholders.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
The Business
Combination Agreement contains representations, warranties and covenants that the parties to the Business Combination Agreement made to
each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations,
warranties and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations
agreed to by the parties in connection with negotiating the Business
Combination Agreement. The Business Combination
Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual
information about VMAC, Anghami or any other party to the Business Combination Agreement. In particular, the representations, warranties,
covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination
Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to
limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be
subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and
documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors should not rely on the representations,
warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any
party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of
the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter
of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent
information may or may not be fully reflected in the Company’s public disclosures.
Sponsor Agreement
In connection with the Company’s entrance
into the Business Combination Agreement, it will also enter into a Sponsor Agreement (the “Sponsor Agreement”) with Anghami,
Vistas Media Sponsor, LLC (the “Sponsor”) and certain of the Company’s officers, the members of the Company’s
board of directors and other holders of the Company’s common stock (the “SPAC Insiders”), pursuant to which, among other
things, the SPAC Insiders will agree to vote any of the Company’s shares of common stock held by them in favor of the Business Combination
and to not redeem any such shares at the special meeting of stockholders to be held in connection with the Business Combination. In addition,
the SPAC Insiders will agree to not transfer (i) any of the Company’s shares of Class B common stock, par value $0.0001 per share
(the “Founder Shares”), held by them for one year after the Closing, subject to certain permitted transfers and a potential
early release of such restrictions as set forth therein, and (ii) any private placement warrants or any shares of Class A common stock
issued or issuable upon exercise thereof until 30 days after the Closing. The Sponsor Agreement will amend and restate that certain letter
agreement, dated as of August 6, 2020, between the Company and the SPAC Insiders that was entered into in connection with the Company’s
initial public offering.
Restrictive Covenant Agreements
In connection with the Company’s entrance
into the Business Combination Agreement, it also entered into Restrictive Covenant Agreements (the “Restrictive Covenant Agreements”)
pursuant to which, among other things, certain executive officers of Anghami (the “Anghami Executives”) agreed that, for a
period of two years, the Anghami Executives will not (i) work for or with, own, invest in, render any service or advice to or otherwise
assist (in each case, whether or not for compensation) or act as an officer, director, employee, partner or independent contractor, directly
or indirectly, for any competing music streaming business in several countries in the Middle East and North Africa region and (ii) solicit,
hire, induce, encourage or attempt to solicit, hire, induce or encourage any employee of Pubco, Vistas, the Company or its subsidiaries
to leave the employ of such entity.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
Subscription Agreements
The Company and Pubco entered into subscription
agreements (the “Subscription Agreements”), each dated as of March 3, 2021, with (i) Shuaa and (ii) Vistas Media Capital Pte.
Ltd. (“Vistas Media Capital”), the parent of the Sponsor, pursuant to which, among other things, the Company agreed to issue
and sell, in private placements to close immediately prior to the closing of the Business Combination, an aggregate of 4,000,000 shares
of the Company’s Class A common stock for $10 per share, 3,000,000 of which will be issued to Shuaa and 1,000,000 of which will
be issued to Vistas Media Capital.
Amended and Restated Registration Rights Agreement
In connection with the Company’s entrance
into the Business Combination Agreement, it will also enter into an Amended and Restated Registration Rights Agreement (the “A&R
RRA”) with Pubco, the Sponsor, I-Bankers Securities Inc. (“I-Bankers”), the Company’s directors and officers,
the SPAC Insiders and certain of Anghami’s shareholders, which, among other things, will amend and restate the registration rights
agreement entered into by and among the Company, the Company’s initial directors, officers, the SPAC Insiders, I-Bankers and the
Sponsor at the time of the Company’s initial public offering. Pursuant to the terms of the A&R RRA, among other things, Pubco
will provide the parties to the A&R RRA certain demand, piggyback and shelf registration rights.
Lock-Up Agreement
In connection with the Company’s entrance
into the Business Combination Agreement, Pubco will also enter into a Lock-Up Agreement (the “Lock-Up Agreement”) with certain
of Anghami’s shareholders, pursuant to which, among other things, such shareholders will agree to not transfer any shares of Anghami
held by them prior to 6 months after the Closing, subject to certain permitted transfers and a potential early release of such restrictions
as set forth therein.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 8. Promissory Note
On August 10, 2021, an aggregate of $1,000,000
(the “Extension Payment”) was deposited by Vistas Media Sponsor, LLC, a Delaware limited liability company (“Sponsor”),
into the trust account of the Company for the Company’s public stockholders, representing $0.10 per public share, which enables
the Company to extend the period of time it has to consummate its Initial Business Combination by three months to November 11, 2021 (the
“Extension”). The Extension is the first of up to two three-month extensions permitted under the Company’s governing
documents and provides the Company with additional time to complete its proposed Initial Business Combination with Anghami, Inc.
The Sponsor loaned the Extension Payment to the
Company in order to support the Extension and caused the Extension Payment to be deposited in the Company’s trust account for its
public stockholders. In connection with the Extension Payment, the Company issued to Sponsor an unsecured promissory note (the “Note”)
having a principal amount equal to the amount of the Extension Payment. The Note bears no interest and will be due and payable (subject
to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date
of the liquidation of the Company.
The following events constitute events of default
under the Note:
|
1.
|
Failure to make the required payments under the Note when due;
|
|
2.
|
The voluntary liquidation of the Company; and
|
|
3.
|
The involuntary bankruptcy of the Company
|
The Note was issued pursuant to an exemption
from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
NOTE 9. Subsequent Events
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than
as described below or in these financial statements, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the financial statements.
October 13, 2021, Anghami publicly filed a Registration
Statement on Form F-4, including a preliminary proxy statement/prospectus, with the SEC.
VISTAS MEDIA ACQUISITION COMPANY INC.
NOTES TO FINANCIAL STATEMENTS
On November 09, 2021, an aggregate of $1,000,000
(the “Second Extension Payment”) was deposited by the Sponsor into the trust account of the Company for the Company’s
public stockholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate
its Initial Business Combination by three months to February 11, 2022 (the “Second Extension”). The Second Extension is the
second of two three-month extensions permitted under the Company’s governing documents and provides the Company with additional
time to complete its proposed Initial Business Combination with Anghami, Inc.
The Sponsor loaned the Second Extension Payment
to the Company in order to support the Second Extension and caused the Second Extension Payment to be deposited in the Company’s
trust account for its public stockholders. In connection with the First Extension Payment, the Company issued to Sponsor an unsecured
promissory note (the “Second Note”) having a principal amount equal to the amount of the Second Extension Payment. The Second
Note bears no interest and will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on
which the Business Combination is consummated and (ii) the date of the liquidation of the Company.
The following events constitute events of default
under the Second Note:
|
1.
|
Failure to make the required payments under the Note when due.
|
|
2.
|
The voluntary liquidation of the Company; and
|
|
3.
|
The involuntary bankruptcy of the Company
|
The Note was issued pursuant to an exemption
from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.