Market Overview - The global entertainment and media market was valued at $2.3 trillion in 2021 and is projected to exceed $2.9 trillion by 2026, driven by the shift towards digital content and media [15]. - The e-commerce industry accounted for approximately 15% of all retail sales in the U.S. during Q4 2022, up from about 11% in Q4 2019, highlighting the growth of digital channels [14]. - The global sports market reached a value of $487 billion in 2022 and is expected to grow at a 5.0% CAGR through 2027 [16]. - Video streaming revenue was $55 billion in 2022, with an expected CAGR of 7.1% through 2029 [15]. - Global wellness expenditures were $4.4 trillion in 2020, indicating significant growth in the health and wellness sector [17]. Consumer Preferences - Approximately 70% of consumers consider it important for brands to offer sustainable and environmentally responsible products [18]. Business Acquisition Strategy - The company aims to acquire businesses with enterprise values between $500 million and $2.5 billion, focusing on strong brands and significant growth prospects [23]. - The management team seeks to leverage digital engagement platforms and influencer marketing to expand market share and revenue opportunities [13]. - The company emphasizes the importance of technology and digital media presence as key growth drivers for consumer brands [20]. - The company plans to conduct extensive due diligence on potential acquisition targets, including financial reviews and management interviews [25]. Financial Position and Requirements - As of April 14, 2023, the company has $148,737,033 held in the trust account available for a business combination, assuming no redemptions and after payment of $5,625,000 of deferred underwriting fees [36]. - The company anticipates structuring its initial business combination so that the post-transaction entity will own or acquire 100% of the issued and outstanding equity interests or assets of the target business [29]. - The company must complete its initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account [28]. - The company has not taken any steps to secure third-party financing for its initial business combination, and there is no assurance that such financing will be available [36]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements [32]. - The company will remain a smaller reporting company until the market value of its ordinary shares held by non-affiliates equals or exceeds $250 million [35]. - The company may seek to raise additional funds through a private offering of debt or equity securities in connection with its initial business combination [40]. Due Diligence and Risks - The company intends to conduct a thorough due diligence review of any prospective target business, including meetings with management and document reviews [45]. - The company may be affected by numerous risks inherent in pursuing a business combination with a financially unstable or early-stage company [44]. - The time required to select and evaluate a target business and to structure and complete the initial business combination is currently uncertain, which may incur costs and reduce available funds for future combinations [46]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their shares at a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares [65]. - Shareholder approval will be required for the initial business combination if the issuance of Class A ordinary shares exceeds 20% of the then outstanding shares [56]. - The company may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC [53]. - If public shareholders tender more shares than the company has offered to purchase, the tender offer will be withdrawn [70]. - The company expects that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote [71]. - Initial shareholders have agreed to vote their shares in favor of the initial business combination [73]. - The redemption rights will not apply to warrants upon completion of the initial business combination [65]. - The company anticipates that its sponsor, directors, and officers may identify shareholders for privately-negotiated purchases [61]. - The company has until June 25, 2023, to complete its initial business combination, or it will cease operations and redeem public shares at a price equal to the aggregate amount in the trust account divided by the number of outstanding public shares [87]. - If the initial business combination is not completed, the redemption price per share is expected to be approximately $10.00, but this amount may be reduced due to creditor claims [91]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 after redemptions [89]. - Public shareholders are restricted from redeeming more than 15% of shares sold in the initial public offering without prior consent, to prevent large shareholders from blocking business combinations [79]. - The company anticipates that funds for redeeming shares will be distributed promptly after the completion of the initial business combination [84]. - If the initial business combination is not approved, shareholders who elected to redeem their shares will not receive any redemption for their shares [85]. - The company may require public shareholders to tender their share certificates to exercise redemption rights, with a nominal cost of approximately $80.00 for the tendering process [81]. - The company has agreed to indemnify against claims that reduce the trust account below $10.00 per public share, but there is no guarantee that the sponsor can fulfill this obligation [94]. - The company expects to file tender offer documents with the SEC prior to completing the initial business combination, containing financial information and redemption rights [75]. - The company will only allow public shareholders to receive funds from the trust account upon the completion of an initial business combination or if the company fails to complete it by June 25, 2023 [97]. - The company must maintain net tangible assets of at least $5,000,001 following any redemptions of public shares [98]. Competition and Management - The company expects intense competition from established entities with greater resources in pursuing target businesses for acquisition [102]. - The management team is not obligated to devote specific hours to company matters prior to the initial business combination, impacting the timeline for completion [107]. - The company will provide audited financial statements of prospective target businesses to shareholders as part of the tender offer materials [109]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2022, under the Sarbanes-Oxley Act [110]. - The company’s existence will terminate if the initial business combination is not completed within 24 months from the closing of the initial public offering [98]. - Shareholder approval is required for the initial business combination, necessitating a majority vote at a general meeting [100]. - The company’s sponsor has agreed to indemnify against claims that reduce the trust account below $10.00 per public share [106]. - The company may face limitations in acquiring target businesses due to the requirement for financial statements to be prepared in accordance with U.S. GAAP or IFRS [109].
iseum Acquisition (MITA) - 2022 Q4 - Annual Report