References in this Quarterly Report on Form 10-Q (this "Quarterly Report") to
"we," "us," "our" or the "Company" refer to D and Z Media Acquisition Corp.
References to our "management" or our "management team" refer to our officers
and directors, and references to the "Sponsor" refer to D and Z Media Holdings
LLC. The following discussion and analysis of the Company's financial condition
and results of operations should be read in conjunction with the 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" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 this
Quarterly Report and our Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (the "SEC") on April 12, 2022. 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 October 7, 2020 as a Delaware
corporation and 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 ("Business Combination"). We intend to
effectuate our initial Business Combination using cash from the proceeds of our
initial public offering ("Initial Public Offering") and the private placement of
the private placement warrants (the "Private Placement Warrants") that occurred
simultaneously with the consummation of our Initial Public Offering (the
"Private Placement"), the proceeds of the sale of our shares in connection with
our initial Business Combination, 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.
We expect to continue to incur significant costs in the pursuit of our initial
Business Combination. We cannot assure you that our plans to complete our
initial Business Combination will be successful.
Recent Developments
On October 28, 2022, we filed with the SEC preliminary proxy materials with
respect to a proposed special meeting of stockholders seeking approval of, among
other matters, a proposal to extend the date by which we must consummate an
initial Business Combination from January 28, 2023 to July 31, 2023 or such
earlier date as determined by our board of directors (the "Proposed Extension",
and such later date, the "Proposed Extended Date"). Our board of directors may
determine at any time not to proceed with the Proposed Extension. There can be
no assurance that definitive proxy materials will be filed and distributed to
our stockholders as of the record date for such proposed meeting or, if the
Proposed Extension and other related proposals are approved by our stockholders,
that our board of directors will ultimately determine to implement the Proposed
Extension. If the Proposed Extension is approved and implemented, our public
stockholders will be entitled to redeem their properly tendered public shares
for a pro rata portion of the amount in the trust account established for the
benefit of our public stockholders (the "Trust Account"), in accordance with our
charter.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from inception through September 30, 2022 were
organizational activities and those necessary to prepare for our Initial Public
Offering, described below, and, since our Initial Public Offering, our activity
has been limited to identifying a target company for our initial 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 marketable securities held in the Trust
Account. We incur expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due
diligence expenses in connection with searching for, and completing, our initial
Business Combination.
For the three months ended September 30, 2022, we had a net income of
$1,359,906, which consisted of operating costs of $593,460 and income tax
expense of $253,751, offset by interest income on marketable securities held in
the Trust Account of $1,173,526, change in fair value of convertible promissory
note - related party totaling $5,758, change in warrant liability fair value of
$1,027,833.
For the nine months ended September 30, 2022, we had a net income of $7,080,991,
which consisted of operating costs of $2,391,640 and income tax expense of
$253,751, offset by interest income on marketable securities held in the Trust
Account of $1,541,928, change in fair value of convertible promissory note -
related party totaling $108,621 and change in warrant liability fair value of
$8,075,833.
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For the three months ended September 30, 2021, we had a net income of
$4,300,333, which consisted of operating costs of $356,477, offset by interest
income on marketable securities held in the Trust Account of $2,977 and change
in warrant liability fair value of $4,653,833.
For the nine months ended September 30, 2021, we had a net loss of $2,629,966,
which consisted of operating costs of $2,250,788 and change in warrant liability
fair value of $389,500, offset by interest income on marketable securities held
in the Trust Account of $10,322.
Liquidity, Capital Resources and Going Concern
Until the consummation of our Initial Public Offering, our only source of
liquidity was an initial purchase of shares of Class B common stock, par value
$0.0001 per share ("Founder Shares"), by the Sponsor and loans from the Sponsor.
On January 28, 2021, we consummated our Initial Public Offering of 28,750,000
units ("Units"), including the issuance of 3,750,000 Units as a result of the
underwriters' full exercise of their over-allotment option, at $10.00 per Unit,
generating total gross proceeds of $287,500,000. Simultaneously with the
consummation of our Initial Public Offering, we consummated the Private
Placement of an aggregate of 5,100,000 Private Placement Warrants to the Sponsor
and Loop Capital Markets LLC ("Loop Capital") at a price of $1.50 per Private
Placement Warrant, generating total gross proceeds of $7,650,000.
Following our Initial Public Offering and the Private Placement, a total of
$287,500,000 was placed in the Trust Account. We incurred $16,309,358 in
transaction costs, consisting of $5,750,000 in cash underwriting fees,
$10,062,500 of deferred underwriting fees and $496,858 of other offering costs.
For the nine months ended September 30, 2022, cash used in operating activities
was $773,594. Net income of $7,080,991 was affected by change in fair value of
warrant liability of $8,075,833, change in fair value of convertible promissory
note - related party totaling $108,621, interest earned on marketable securities
held in the Trust Account of $1,541,928, executive compensation of $270,000 and
changes in operating assets and liabilities, which provided $1,601,797 of cash
from operating activities.
For the nine months ended September 30, 2021, cash used in operating activities
was $1,558,813. Net loss of $2,629,966 was affected by change in fair value of
warrant liability of $389,500, interest earned on marketable securities held in
the Trust Account of $10,322, executive compensation cost of $240,000 and
changes in operating assets and liabilities, which provided $451,975 of cash
from operating activities.
As of September 30, 2022, we had marketable securities held in the Trust Account
of $288,779,092. We intend to use substantially all of the funds held in the
Trust Account, including any amounts representing interest earned on the Trust
Account (excluding deferred underwriting commissions), to complete our initial
Business Combination. We may withdraw interest to pay our taxes. To the extent
that our equity or debt is used, in whole or in part, as consideration to
complete our initial Business Combination, the remaining proceeds held in the
Trust Account will be used as working capital to finance the operations of the
target business or businesses, make other acquisitions and pursue our growth
strategies.
As of September 30, 2022, we had cash held outside the Trust Account of
$361,777. We intend to use the funds held outside the Trust Account primarily to
identify and evaluate target businesses, perform business due diligence on
prospective target businesses, travel to and from the offices, plants or similar
locations of prospective target businesses or their representatives or owners,
review corporate documents and material agreements of prospective target
businesses, and structure, negotiate and complete our initial Business
Combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with a Business Combination, the Sponsor or an affiliate of the
Sponsor or certain of our officers and directors may loan us funds as may be
required. If we complete our initial Business Combination, we would repay such
loaned amounts. In the event that our initial Business Combination does not
close, we may use a portion of the working capital held outside the Trust
Account to repay such loaned amounts but no proceeds from the Trust Account
would be used for such repayment. Up to $1,500,000 of such loans may be
convertible into warrants identical to the Private Placement Warrants, at a
price of $1.50 per warrant at the option of the lender.
On September 28, 2021, we issued an unsecured promissory note to the Sponsor,
whereby the Sponsor has agreed to loan up to $1,000,000 to us for working
capital needs (the "Sponsor Working Capital Loan"). The Sponsor Working Capital
Loan accrues no interest on the unpaid principal balance. The Sponsor Working
Capital Loan is due on the earlier of (i) the date on which we consummate our
initial Business Combination and (ii) the date that our winding up is effective.
At the discretion of the Sponsor, the Sponsor Working Capital Loan may be
convertible into warrants of the post-Business Combination entity at a price of
$1.50 per warrant. The warrants would be identical to the Private Placement
Warrants. As of September 30, 2022, we had an outstanding balance of $650,000
under the Sponsor Working Capital Loan.
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To complete our initial Business Combination, we may need to raise additional
capital through loans or additional investments from the Sponsor, our officers
or directors or third parties. Other than the Sponsor Working Capital Loan
described above, we cannot provide assurance that new financing will be
available to us on commercially acceptable terms, if at all. Additionally, we
have until January 28, 2023 to consummate our initial Business Combination,
subject to the approval and implementation of the Proposed Extension. It is
uncertain that we will be able to consummate our initial Business Combination by
this time or that the Proposed Extension will be approved and implemented. If we
do not consummate our initial Business Combination by such date and an extension
has not been approved by our stockholders, there will be a mandatory liquidation
and subsequent dissolution of the Company. These conditions raise substantial
doubt about our ability to continue as a going concern through one year from the
date of the financial statements if our initial Business Combination is not
consummated. The financial statements do not include any adjustments relating to
the recovery of the recorded assets or classification of the liabilities that
might be necessary should we be unable to continue as a going concern.
Moreover, we may need to obtain additional financing to complete our initial
Business Combination because the transaction requires more cash than is
available from the proceeds held in the Trust Account or because we become
obligated to redeem a significant number of our public shares upon
implementation of the Proposed Extension, if approved and implemented, or
completion of our initial Business Combination, in which case we may issue
additional securities or incur debt in connection with such Business
Combination. If we are unable to complete our initial Business Combination
because we do not have sufficient funds available to us, we will be forced to
cease operations and liquidate the Trust Account. In addition, following our
initial Business Combination, if cash on hand is insufficient, we may need to
obtain additional financing in order to meet our obligations.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2022.
Contractual Obligations
Other than the Sponsor Working Capital Loan described above, we do not have any
long-term debt obligations, capital lease obligations, operating lease
obligations, purchase obligations or other long-term liabilities. We had agreed,
commencing on January 26, 2021, to pay the Sponsor a monthly fee of $15,000 for
office space and secretarial and administrative services until the earlier of
the completion of our initial Business Combination and our liquidation. On May
25, 2021, we agreed with the Sponsor to cease such agreement. The Sponsor is
obligated to pay $30,000 per month to Mark Wiltamuth, our Chief Financial
Officer, for his services prior to the consummation of our initial Business
Combination until the earlier of the completion of our initial Business
Combination and our liquidation, subject to the terms of an agreement between
the Sponsor and Mr. Wiltamuth that was entered into after the consummation of
our Initial Public Offering.
The underwriters of our Initial Public Offering are entitled to a deferred fee
of $0.35 per Unit, or $10,062,500 in the aggregate. Subject to the terms of the
underwriting agreement, (i) the deferred fee was placed in the Trust Account and
will be released to the underwriters only upon the completion of our initial
Business Combination and (ii) the deferred fee will be waived by the
underwriters in the event that we do not complete our initial Business
Combination.
Critical Accounting Policies and Estimates
The preparation of condensed 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 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:
Net income (loss) Per Common Stock Shares
We apply the two-class method in calculating net loss per common stock share.
The contractual formula utilized to calculate the redemption amount approximates
fair value. The Class feature to redeem at fair value means that there is
effectively only one class of stock. Changes in fair value are not considered a
dividend of the purposes of the numerator in the earnings per share calculation.
Net loss per common stock share is computed by dividing the pro rata net loss
between the Class A common stock and the Class B common stock by the weighted
average number of common stock outstanding for each of the periods. The
calculation of diluted loss per common stock does not consider the effect of the
warrants sold in our Initial Public Offering and the Private Placement since the
exercise of such warrants is contingent upon the occurrence of future events and
the inclusion of such warrants would be anti-dilutive. The warrants are
exercisable for 14,683,333 shares of Class A common stock in the aggregate.
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Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in
accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from
Equity." Class A common stock subject to mandatory redemption (if any) is
classified as a liability instrument and measured at fair value. Conditionally
redeemable Class A common stock (including common stock shares that feature
redemption rights that are either within the control of the holder or subject to
redemption upon the occurrence of uncertain events not solely within our
control) is classified as temporary equity. At all other times, shares of common
stock are classified as stockholders' equity. Our common stock shares feature
certain redemption rights that are considered to be outside of our control and
subject to the occurrence of uncertain future events. Accordingly, as of
September 30, 2022, 28,750,000 shares of Class A common stock subject to
possible redemption are presented at redemption value as temporary equity,
outside of the stockholders' equity section of our balance sheet.
Public Warrants and Private Placement Warrants
We account for the public warrants and the Private Placement Warrants issued in
connection with our Initial Public Offering in accordance with ASC Topic 815-40,
Derivatives and Hedging, Contracts in Entity's Own Equity, under which the
warrants do not meet the criteria for equity classification and must be recorded
as liabilities. As the warrants meet the definition of a derivative as
contemplated in ASC 815, the warrants are measured at fair value at inception
and at each reporting date in accordance with ASC 820, "Fair Value Measurement",
with changes in fair value recognized in the statements of operations in the
period of change.
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board issued Accounting
Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity
(Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial
instruments. ASU 2020-06 eliminates the current models that require separation
of beneficial conversion and cash conversion features from convertible
instruments and simplifies the derivative scope exception guidance pertaining to
equity classification of contracts in an entity's own equity. The new standard
also introduces additional disclosures for convertible debt and freestanding
instruments that are indexed to and settled in an entity's own equity. ASU
2020-06 amends the diluted earnings per share guidance, including the
requirement to use the if-converted method for all convertible instruments. ASU
2020-06 is effective January 1, 2022 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on January 1, 2021.
We adopted ASU 2020-06 effective January 1, 2022. The adoption of ASU 2020-06
did not have an impact on our financial statements.
Management does not believe that any other recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
effect on our condensed financial statements.
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