Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 20, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Vistas Media Acquisition Co Inc. | |
Trading Symbol | VMAC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001810491 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39433 | |
Entity Tax Identification Number | 85-0588009 | |
Entity Address, Address Line One | 30 Wall Street | |
Entity Address, Address Line Two | 8th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10005 | |
City Area Code | (212) | |
Local Phone Number | 859-3525 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 10,330,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 2,500,000 |
Balance Sheet
Balance Sheet - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 249,095 | $ 709,879 |
Total Current Assets | 249,095 | 709,879 |
Cash held in Trust Account | 100,065,068 | 100,049,603 |
Total Assets | 100,314,163 | 100,759,482 |
Current Liabilities | ||
Accounts payable and accrued expenses | 132,000 | 155,000 |
Total Current Liabilities | 132,000 | 155,000 |
Derivative warrant liabilities | 12,826,420 | 10,278,450 |
Total Liabilities | 12,958,420 | 10,433,450 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, 8,235,574 and 8,532,603 shares; at redemption value as of June 30, 2021 and December 31, 2020 | 82,355,742 | 85,326,031 |
Stockholders’ Equity | ||
Preferred Stock - $0.0001 par value; 1,000,000 shares authorized; 1,000,000 shares non issued. | ||
Common Stock Class A - $0.0001 par value; 380,000,000 shares authorized; 2,094,426 and 1,797,397 shares issued and outstanding (excluding 8,226,859 and 8,532,603 subject to redemption) | 209 | 180 |
Common Stock Class B - $0.0001 par value; 20,000,000 shares authorized; 2,500,000 shares issued and outstanding | 250 | 250 |
Additional paid-in capital | 7,028,195 | 4,057,934 |
Accumulated income and (loss) | (2,028,653) | 941,637 |
Total Stockholders’ Equity | 5,000,001 | 5,000,001 |
Total Liabilities and Stockholders’ Equity | $ 100,314,163 | $ 100,759,482 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Common stock subject to possible redemption | 8,235,574 | 8,532,603 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares non issued | 1,000,000 | |
Common Stock Class A | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, shares issued | 2,094,426 | 1,797,397 |
Common stock, shares outstanding | 2,094,426 | 1,797,397 |
Common Stock Class B | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 2,500,000 | 2,500,000 |
Common stock, shares outstanding | 2,500,000 | 2,500,000 |
Statement of Operations (Unaudi
Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating Expenses | ||||
General and administrative expenses | 229,107 | 1,590 | 437,784 | 1,590 |
Total Operating Expenses | 229,107 | 1,590 | 437,784 | 1,590 |
Net Loss from Operations | (229,107) | (1,590) | (437,784) | (1,590) |
Other Income | ||||
Interest income | 3,363 | 15,465 | ||
Change in fair value of warrant liabilities | (5,258,770) | (2,547,970) | ||
Total other Income/(Loss) | (5,255,407) | (2,532,505) | ||
Net Loss | $ (5,484,514) | $ (1,590) | $ (2,970,289) | $ (1,590) |
Basic and diluted net income per share (in Dollars per share) | $ (1.19) | $ 0 | $ (0.65) | $ 0 |
Weighted average number of common shares outstanding (in Shares) | 4,594,426 | 2,500,000 | 4,594,426 | 2,500,000 |
Statement of Changes in Stockho
Statement of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Common Stock | Additional Paid In Capital | Accumulated Deficit | Total |
Balance at Mar. 27, 2020 | ||||
Balance (in Shares) at Mar. 27, 2020 | ||||
Issuance of common stock to sponsor | $ 288 | 24,712 | 25,000 | |
Issuance of common stock to sponsor (in Shares) | 2,875,000 | |||
Net Income (loss) for the period | (1,590) | (1,590) | ||
Balance at Jun. 30, 2020 | $ 288 | 24,712 | (1,590) | 23,410 |
Balance (in Shares) at Jun. 30, 2020 | 2,875,000 | |||
Sale of 10,000,000 Units, net of underwriting discount and offering expenses and warrant fair value | $ 1,000 | 86,058,394 | 86,059,394 | |
Sale of 10,000,000 Units, net of underwriting discount and offering expenses and warrant fair value (in Shares) | 10,000,000 | |||
Private placement | $ 22 | 2,199,978 | 2,200,000 | |
Private placement (in Shares) | 220,000 | |||
Issuance of shares to underwriters | $ 11 | 1,099,989 | 1,100,000 | |
Issuance of shares to underwriters (in Shares) | 110,000 | |||
Net Income (loss) for the period | 943,227 | 943,227 | ||
Change in Common stock subject to redemption | $ (853) | (85,325,177) | (85,326,030) | |
Change in Common stock subject to redemption (in Shares) | (8,532,603) | |||
Balance at Dec. 31, 2020 | $ 430 | 4,057,934 | 941,637 | 5,000,001 |
Balance (in Shares) at Dec. 31, 2020 | 4,297,397 | |||
Net Income (loss) for the period | (2,970,289) | (2,970,289) | ||
Change in Common stock subject to redemption | $ 29 | 2,970,261 | 2,970,289 | |
Change in Common stock subject to redemption (in Shares) | 297,029 | |||
Balance at Jun. 30, 2021 | $ 459 | $ 7,028,195 | $ (2,028,653) | $ 5,000,001 |
Balance (in Shares) at Jun. 30, 2021 | 4,594,426 |
Statement of Changes in Stock_2
Statement of Changes in Stockholders’ Equity (Unaudited) (Parentheticals) | 6 Months Ended |
Dec. 31, 2020shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of units, net of underwriting discount and offering expenses and warrant | 10,000,000 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (2,970,289) | $ (1,590) |
Change in fair value of warrant liabilities | 2,547,970 | |
Interest earned on marketable securities held in trust account | (15,465) | |
Changes in operating liability: | ||
Change in accounts payable | (23,000) | 1,500 |
Net Cash used in Operating Activities | (460,784) | (90) |
Cash Flows from Investing Activities: | ||
Net Cash used in Investing Activities | ||
Cash flows from Financing Activities | ||
Proceeds of loan from sponsor | 57,478 | |
Proceeds from issuance of common stock to sponsor | 25,000 | |
Increase in deferred offering cost | (33,838) | |
Net Cash Provided by Financing Activities | 48,640 | |
Net increase in cash | (460,784) | 48,550 |
Cash and cash equivalents at beginning of period | 709,879 | |
Cash and cash equivalents at end of period | $ 249,095 | $ 48,550 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | 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 June 30, 2021, the Company had not yet commenced any operations. All activity for the period from March 27, 2020 (inception) through June 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. 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 – subsequent events)) (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. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares upon the completion of the Initial Business Combination, either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. 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.” 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 – subsequent events)), 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 Subsequent Events, on August 10, 2021, the Extension Payment was deposited by the Sponsor into the Company’s trust account to extend the August 11, 2021 deadline to November 11, 2021. The Sponsor has the option to extend the deadline once more from November 11, 2021 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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. 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 June 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 Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. At June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. 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 June 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 June 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 June 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. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 3. Income Taxes A reconciliation of income taxes computed at the statutory rate of 21% to the income tax amount recorded is as follows: Details 30-Jun-21 Income tax expense (credit) at statutory rate $ - Income tax adjustment $ - Change of valuation allowance $ - Income tax expense (credit) $ - The components of the Company’s deferred tax asset as of June 30, 2021 is as follows: Details 30-Jun-21 Deferred tax asset - Operating loss carry forward $ - Operating losses utilized $ - Valuation allowance $ - Income tax expense (credit) $ - As of June 30, 2021, the Company had certain federal net operating loss carryovers (“NOLs”), however under current tax law, only NOLs accrued after 2017 may be carried on indefinitely. Further, utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. The Company files income tax returns in the United States federal jurisdiction. No tax returns are currently under examination by any tax authorities. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 – subsequent events)). 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. 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 six months ended June 30, 2021 were $30,000 and $60,000, 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 June 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 would 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. 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. 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 ordinary shares 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. 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 ordinary shares 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 ordinary shares 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 ordinary shares at a price below its exercise price. |
Stockholder_s Equity
Stockholder’s Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder’s Equity | NOTE 5. Stockholder’s Equity Class A Common Stock Class B Common Stock 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. Preferred Stock Warrants 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. 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. |
Fair Value Instruments
Fair Value Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Instruments | 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. 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 June 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 100,065,068 Public Warrants 11,433,000 Private Warrants 1,393,420 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 June 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 June 30, 2021 are detailed below: 8/11/2020 12/31/2020 3/31/2021 6/30/2021 (Initial Measurement) Risk-free interest rate 0.39 % 0.41 % 0.99 % 1.10 % Expected term (years) 5 5 5 5 Expected volatility 20 % 15 % 12 % 16 % Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Stock price $ 9.48 $ 10.09 $ 9.90 $ 9.99 Dividend yield 0 0 0 0 The following table presents the changes in the fair value of derivative warrant liability: Private Public Derivative 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 |
Merger Agreement
Merger Agreement | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Merger Agreement | NOTE 7. Merger Agreemen 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. 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. The foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. 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. The foregoing description of the Sponsor Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Agreement, the form of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. 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. The foregoing description of the Restrictive Covenant Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Restrictive Covenant Agreements, the form of which is filed as Exhibit 10.2 hereto and are incorporated by reference herein. 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. The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreements, the form of which is filed as Exhibit 10.3 hereto and is incorporated by reference herein. 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. The foregoing description of the Registration Rights Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Registration Rights Agreement, a copy of which is filed as Exhibit 10.4 hereto and is incorporated by reference herein. 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. The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Lock-Up Agreement, a copy of which is filed as Exhibit 10.5 hereto and is incorporated by reference herein. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8. 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. On July 15, 2021, the Company entered into an agreement (the “Truist Agreement”) with Truist Securities, Inc. (“Truist”), pursuant to which Truist shall act (i) as placement agent in connection with the Company’s proposed issuance, offering and sale of private placement securities (the “PIPE Offering”) in connection with a potential business combination between the Company and Anghami and (ii) as capital markets advisor in connection with the potential business combination. As compensation for Truist’s services, the Company agreed to pay Truist (i) a placement fee equal to 6.0% of the gross proceeds raised in the PIPE Offering (the “Placement Fee”), payable at closing and (ii) an advisory fee equal to $750,000 (the “Advisory Fee”), payable upon the closing of a business combination and creditable against the Placement Fee. Truist also received a 36-month right of first refusal, commencing on the expiration or termination of Truist’s services under the Truist Agreement (other than a termination for cause), (i) to act as lead managing underwriter, lead initial purchaser or lead placement agent for any financing involving debt or equity securities of the Company and as lead arranger of any syndicated loan financing undertaken on behalf of the Company or any of its affiliates (in each case acting as sole or joint active book runner with lead left placement and entitled to at least 50% of the aggregate economics payable to the underwriters, initial purchasers, placement agents or arrangers in the applicable transaction), (ii) exclusive financial advisor to the Company or its applicable affiliates in the event of any acquisition of a business (other than a business combination) by the Company or any of its affiliates, and (iii) financial advisor to the Company or its applicable affiliate in the event of any significant disposition, sale, merger or other extraordinary corporate transaction (other than a business combination) involving the Company or any its affiliates or any of its or their assets, securities or businesses, whether by way of purchase or sale of securities or assets, merger, consolidation, reorganization, recapitalization, spin-off, split-off or otherwise. 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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. 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 | 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 June 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 | 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 | 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 Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. At June 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Income Taxes | 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 June 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 June 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 June 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 | 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. |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of income taxes computed at the statutory rate | Details 30-Jun-21 Income tax expense (credit) at statutory rate $ - Income tax adjustment $ - Change of valuation allowance $ - Income tax expense (credit) $ - |
Schedule of deferred tax assets | Details 30-Jun-21 Deferred tax asset - Operating loss carry forward $ - Operating losses utilized $ - Valuation allowance $ - Income tax expense (credit) $ - |
Fair Value Instruments (Tables)
Fair Value Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities | Level 1 Level 2 Level 3 U. S. Money Market funds 100,065,068 Public Warrants 11,433,000 Private Warrants 1,393,420 |
Schedule of warrant liability subject to qualified hedge accounting | 8/11/2020 12/31/2020 3/31/2021 6/30/2021 (Initial Measurement) Risk-free interest rate 0.39 % 0.41 % 0.99 % 1.10 % Expected term (years) 5 5 5 5 Expected volatility 20 % 15 % 12 % 16 % Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Stock price $ 9.48 $ 10.09 $ 9.90 $ 9.99 Dividend yield 0 0 0 0 |
Schedule of assets and liabilities | Private Public Derivative 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 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Aug. 11, 2020 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Description of Organization and Business Operations (Details) [Line Items] | ||||
Sale of shares (in Shares) | 10,000,000 | |||
Price Per share (in Dollars per share) | $ 11.50 | |||
Gross proceeds | $ 100,000,000 | |||
Underwriting commissions | $ 1,750,000 | |||
Gross proceeds, percentage | 1.75% | |||
Offering costs | $ 593,806 | |||
Additional public offering, shares (in Shares) | 1,500,000 | |||
Redeem shares, percentage | 100.00% | |||
Dissolution expenses | $ 100,000 | |||
Fair market value equal, percentage | 80.00% | |||
Net tangible assets | $ 5,000,001 | |||
Series of Individually Immaterial Business Acquisitions [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Initial Business Combination, description | 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 – subsequent events)) (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 [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Dissolution expenses | $ 100,000 | |||
Public Offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Sale of shares (in Shares) | 10,000,000 | 10,000,000 | ||
Price Per share (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 100,000,000 | |||
Private Placement Units [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Sale of shares (in Shares) | 295,000 | |||
Price Per share (in Dollars per share) | $ 10 | |||
Sponsor shares (in Shares) | 220,000 | |||
Bankers securities purchased (in Shares) | 75,000 | |||
Gross proceeds | $ 3,450,000 | |||
Private Placement Warrants [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Sale of shares (in Shares) | 500,000 | |||
Price Per share (in Dollars per share) | $ 1 | |||
Sponsor shares (in Shares) | 500,000 | |||
Sale Leaseback Transaction, Gross Proceeds, Investing Activities | $ 3,450,000 | |||
Common Class A [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | Jun. 30, 2021USD ($) |
Accounting Policies [Abstract] | |
Federal depository insurance amount | $ 250,000 |
Income Taxes (Details)
Income Taxes (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income tax percentage | 21.00% |
Percentage of ownership | 50.00% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of reconciliation of income taxes computed at the statutory rate | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Schedule of reconciliation of income taxes computed at the statutory rate [Abstract] | |
Income tax expense (credit) at statutory rate | |
Income tax adjustment | |
Change of valuation allowance | |
Income tax expense (credit) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets | Jun. 30, 2021USD ($) |
Schedule of deferred tax assets [Abstract] | |
Deferred tax asset - Operating loss carry forward | |
Operating losses utilized | |
Valuation allowance | |
Income tax expense (credit) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 11, 2020 | Apr. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Aug. 06, 2020 | Jul. 01, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||
Price per share (in Dollars per share) | $ 0.10 | ||||||
Warrants price per share (in Dollars per share) | $ 10 | ||||||
Sponsor monthly fee | $ 10,000 | ||||||
Administrative service fees | $ 30,000 | 60,000 | |||||
Trust account deposit | 1,000,000 | ||||||
Loan amount | $ 2,000,000 | ||||||
Business combination marketing agreement, description | 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 warrants, description | 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. | ||||||
Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase of share (in Shares) | 2,875,000 | ||||||
Private Placement [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase of share (in Shares) | 220,000 | ||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Private placement warrants, shares (in Shares) | 500,000 | ||||||
Warrants price per share (in Dollars per share) | $ 1 | ||||||
Proceeds from warrant | $ 2,700,000 | ||||||
Share issued (in Shares) | 220,000 | 220,000 | |||||
IPO [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Expenses charges | $ 35,000 | ||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Fair value of ordinary shares | $ 35,000 | ||||||
IPO [Member] | Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Share issued (in Shares) | 350,000 | ||||||
Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchase of share (in Shares) | 2,875,000 | ||||||
Capital contribution | $ 25,000 | ||||||
Share transferred (in Shares) | 225,000 | ||||||
Purchase price | $ 1,500,000 | ||||||
Related party transactions, description | 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. | ||||||
Founder Shares [Member] | Management [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Share transferred (in Shares) | 334,000 | ||||||
Founder Shares [Member] | Affiliates [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Share transferred (in Shares) | 172,500 |
Stockholder_s Equity (Details)
Stockholder’s Equity (Details) - $ / shares | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholder’s Equity (Details) [Line Items] | |||
Sponsor forfeited shares (in Shares) | 375,000 | ||
Initial shareholder's ownership | 20.00% | ||
Aggregate founder shares of conversion | 20.00% | ||
Preferred stock, shares authorized (in Shares) | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | ||
Public warrants expire | 5 years | ||
Stockholders equity, description | 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. | ||
Aggregate gross proceeds | 60.00% | ||
Redemption price per share | $ 18 | ||
Series of Individually Immaterial Business Acquisitions [Member] | |||
Stockholder’s Equity (Details) [Line Items] | |||
Business acquisition, share price | $ 9.20 | ||
Minimum [Member] | |||
Stockholder’s Equity (Details) [Line Items] | |||
Market value percentage | 115.00% | ||
Maximum [Member] | |||
Stockholder’s Equity (Details) [Line Items] | |||
Market value percentage | 180.00% | ||
Class A Common Stock | |||
Stockholder’s Equity (Details) [Line Items] | |||
Common stock, shares authorized (in Shares) | 380,000,000 | 380,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Class A Common Stock | Series of Individually Immaterial Business Acquisitions [Member] | |||
Stockholder’s Equity (Details) [Line Items] | |||
Business acquisition, share price | $ 9.20 | ||
Class B Common Stock | |||
Stockholder’s Equity (Details) [Line Items] | |||
Common stock, shares authorized (in Shares) | 20,000,000 | 20,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Shares issued (in Shares) | 2,875,000 |
Fair Value Instruments (Details
Fair Value Instruments (Details) - Schedule of assets and liabilities | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Level 1 [Member] | |
Fair Value Instruments (Details) - Schedule of assets and liabilities [Line Items] | |
U. S. Money Market funds | $ 100,065,068 |
Public Warrants | 11,433,000 |
Private Warrants | |
Level 3 [Member] | |
Fair Value Instruments (Details) - Schedule of assets and liabilities [Line Items] | |
U. S. Money Market funds | |
Public Warrants | |
Private Warrants | $ 1,393,420 |
Fair Value Instruments (Detai_2
Fair Value Instruments (Details) - Schedule of warrant liability subject to qualified hedge accounting - $ / shares | Aug. 11, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Schedule of warrant liability subject to qualified hedge accounting [Abstract] | ||||
Risk-free interest rate | 0.39% | 0.99% | 0.41% | 1.10% |
Expected term (years) | 5 years | 5 years | 5 years | 5 years |
Expected volatility | 20.00% | 12.00% | 15.00% | 16.00% |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 |
Stock price (in Dollars per share) | $ 9.48 | $ 9.90 | $ 10.09 | $ 9.99 |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Fair Value Instruments (Detai_3
Fair Value Instruments (Details) - Schedule of changes in fair value of derivative warrant liability - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Private Warrants [Member] | |||
Fair Value Instruments (Details) - Schedule of changes in fair value of derivative warrant liability [Line Items] | |||
Fair Value of Warrants Beginning | $ 867,650 | $ 1,178,450 | $ 1,178,450 |
Change in warrant valuation | 525,770 | (310,800) | |
Fair Value of Warrants Ending | 1,393,420 | 867,650 | 1,393,420 |
Public Warrants [Member] | |||
Fair Value Instruments (Details) - Schedule of changes in fair value of derivative warrant liability [Line Items] | |||
Fair Value of Warrants Beginning | 6,700,000 | 9,100,000 | 9,100,000 |
Change in warrant valuation | 4,733,000 | (2,400,000) | |
Fair Value of Warrants Ending | 11,433,000 | 6,700,000 | 11,433,000 |
Derivative Warrant Liability [Member] | |||
Fair Value Instruments (Details) - Schedule of changes in fair value of derivative warrant liability [Line Items] | |||
Fair Value of Warrants Beginning | 7,567,650 | 10,278,450 | 10,278,450 |
Change in warrant valuation | 5,258,770 | (2,710,800) | |
Fair Value of Warrants Ending | $ 12,826,420 | $ 7,567,650 | $ 12,826,420 |
Merger Agreement (Details)
Merger Agreement (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Merger Agreement (Details) [Line Items] | ||
Aggregate value | $ 180,000,000 | |
Enterprise value | $ 180,000,000 | |
Divided per share (in Dollars per share) | $ 10 | |
Cash consideration | $ 50,000,000 | |
Shareholders, description | (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. | |
Subscription agreements, description | (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 | |
Series of Individually Immaterial Business Acquisitions [Member] | ||
Merger Agreement (Details) [Line Items] | ||
Business combination amount | $ 220,000,000 | |
Business combination, description | 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. | |
Common Class B [Member] | ||
Merger Agreement (Details) [Line Items] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Aug. 10, 2021 | Jul. 15, 2021 |
Subsequent Events (Details) [Line Items] | ||
Subsequent events, description | 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. | |
Truist Agreement [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Business combination, description | the Company entered into an agreement (the “Truist Agreement”) with Truist Securities, Inc. (“Truist”), pursuant to which Truist shall act (i) as placement agent in connection with the Company’s proposed issuance, offering and sale of private placement securities (the “PIPE Offering”) in connection with a potential business combination between the Company and Anghami and (ii) as capital markets advisor in connection with the potential business combination. As compensation for Truist’s services, the Company agreed to pay Truist (i) a placement fee equal to 6.0% of the gross proceeds raised in the PIPE Offering (the “Placement Fee”), payable at closing and (ii) an advisory fee equal to $750,000 (the “Advisory Fee”), payable upon the closing of a business combination and creditable against the Placement Fee. Truist also received a 36-month right of first refusal, commencing on the expiration or termination of Truist’s services under the Truist Agreement (other than a termination for cause), (i) to act as lead managing underwriter, lead initial purchaser or lead placement agent for any financing involving debt or equity securities of the Company and as lead arranger of any syndicated loan financing undertaken on behalf of the Company or any of its affiliates (in each case acting as sole or joint active book runner with lead left placement and entitled to at least 50% of the aggregate economics payable to the underwriters, initial purchasers, placement agents or arrangers in the applicable transaction), (ii) exclusive financial advisor to the Company or its applicable affiliates in the event of any acquisition of a business (other than a business combination) by the Company or any of its affiliates, and (iii) financial advisor to the Company or its applicable affiliate in the event of any significant disposition, sale, merger or other extraordinary corporate transaction (other than a business combination) involving the Company or any its affiliates or any of its or their assets, securities or businesses, whether by way of purchase or sale of securities or assets, merger, consolidation, reorganization, recapitalization, spin-off, split-off or otherwise. |