XML 25 R15.htm IDEA: XBRL DOCUMENT v3.23.1
Subsequent Events
3 Months Ended
Mar. 31, 2023
Subsequent Events  
Subsequent Events

Note 9 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the date of the balance sheet through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than what is listed below.

Business Combination Agreement

On April 29, 2023, the Company, Above Food Corp., a corporation organized under the laws of Saskatchewan, Canada (“Above Food”), 2510169 Alberta Inc., an Alberta corporation (“TopCo”) and a direct, wholly-owned subsidiary of Above Food, and Above Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of TopCo (“Merger Sub”), entered into a business combination agreement (the “Business Combination Agreement”), pursuant to which the Company and Above Food agreed to combine in a business combination that will result in each of the Company and Above Food becoming a wholly-owned subsidiary of TopCo. Upon the closing of the transactions contemplated by the Business Combination Agreement, TopCo’s common shares and warrants are expected to be listed on the New York Stock Exchange.

On the date of the Closing (the “Closing Date”) and pursuant to a court-approved plan of arrangement, Above Food’s shareholders will effect a share exchange (the “Share Exchange”), pursuant to which, among other things, Above Food’s shareholders will contribute to TopCo all of the issued and outstanding equity of Above Food in exchange for newly issued TopCo common shares, TopCo Class A earnout shares and TopCo Class B earnout shares, and after giving effect to the Share Exchange, Above Food will become a direct, wholly owned subsidiary of TopCo.

Pursuant to the Share Exchange, a number of TopCo common shares equal to $206,000,000 divided by $10.00 shall be issued to holders of Above Food’s shares or allocated to holders of certain of Above Food’s options, restricted share units and warrants for issuance upon exercise thereof. All of Above Food’s options, restricted share units and warrants that are outstanding immediately prior to the Share Exchange shall convert, respectively, into options, restricted share units and warrants exercisable for TopCo Common Shares.