EX-99.3 4 ea021226001ex99-3_citius.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Exhibit 99.3

 

UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL INFORMATION

 

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2024 and the year ended December 31, 2023 give pro forma effect to the Business Combination as if it had occurred on January 1, 2023. The unaudited pro forma condensed combined balance sheet as of June 30, 2024 gives pro forma effect to the Business Combination as if it was completed on January 1, 2024. Capitalized terms used but not defined herein are defined in the in the final proxy statement/prospectus supplement (File No. 333-275506), filed by Citius Oncology, Inc., a Delaware corporation (“Citius Oncology” or the “Company”) on July 12, 2024 (the “Final Prospectus”), the Current Report on Form 8-K, filed by the Company on August 16, 2024 (the “Original Report”), or this Amendment No. 1 to the Original Report to which these in these unaudited pro forma condensed combined statements of operations are an exhibit (“Amendment No. 1”).

 

The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with:

 

the accompanying notes to the unaudited pro forma condensed combined financial information;

 

the historical financial statements and related notes of TenX Keane Acquisition (now Citius Oncology, Inc.) (prior to the Merger, referred to herein as “TenX Keane Acquisition”) as of and for the six months ended June 30, 2024 included in the Quarterly Report on Form 10-Q, filed by Citius Oncology, Inc. on August 9, 2024, and for the year ended December 31, 2023 included in the Final Prospectus beginning on page F-19;

 

the historical financial statements and related notes of Citius Oncology Sub, Inc. (“SpinCo”) as of and for the nine months ended June 30, 2024 included elsewhere in this Amendment No. 1, and for the year ended September 30, 2023 included in the Final Prospectus beginning on page F-47. The pro forma statement of operations for SpinCo for the six months ended June 30, 2024 was prepared by subtracting the results of operations for SpinCo for the three months ended December 31, 2023 from the statement of operations for SpinCo for the nine months ended June 30, 2024. The pro forma statement of operations for SpinCo for the year ended December 31, 2023 was prepared by (1) subtracting the results of operations for SpinCo for the three months ended December 31, 2022 from (2) the statement of operations for SpinCo for the year ended September 30, 2023, and (3) adding the results of operations for SpinCo for the three months ended December 31, 2023; and

 

other information relating to Citius Oncology and SpinCo included in the Original Report and this Amendment No. 1 and the Final Prospectus, including the Merger Agreement and the description of certain terms thereof set forth under “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement”, as well as the disclosures contained in the sections titled “Citius Oncology’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Spin Co’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 

 

The pro forma financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures about Acquired and Disposed Businesses, as adopted by the SEC in May 2020 (“Article 11”). The amended Article 11 became effective on January 1, 2021. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what Citius Oncology’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of Citius Oncology. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma transaction accounting adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

 

 

 

 

On October 23, 2023, Citius Oncology, Merger Sub, Inc., Citius Pharma, and SpinCo entered into the Merger Agreement, pursuant to which Merger Sub was merged with and into SpinCo, with SpinCo surviving the Merger. SpinCo became a wholly-owned subsidiary of Citius Oncology. In connection with the Business Combination, which was completed on August 12, 2024, TenX changed its name to “Citius Oncology, Inc.” and SpinCo changed its name to “Citius Oncology Sub, Inc.” Citius Oncology adopted September 30 as its fiscal year-end, effective August 14, 2024.

 

The unaudited pro forma condensed combined financial information has been prepared using the actual redemption of TenX Keane Acquisition Ordinary Shares that were subject to possible redemption into cash:

 

Actual Redemptions: This presentation reflects the actual redemption of 4,297,828 TenX Keane Acquisition Ordinary Shares that were subject to possible redemption at June 30, 2024 upon consummation of the Business Combination at a redemption price of approximately $11.40 per share. Pursuant to the terms of the underwriting agreement dated as of October 13, 2022, Maxim Group LLC (“Maxim”), the sole Book Running Manager in the TenX Keane Acquisition initial public offering and current M&A advisor to Citius Pharma, agreed to waive its right to redeem 297,000 TenX Keane Acquisition Ordinary Shares in connection with the Business Combination.

 

As a result of the Business Combination and the actual redemptions, the former stockholder of SpinCo (Citius Pharma) owned approximately 92.3% of the issued and outstanding shares of Citius Oncology’s common stock following the closing of the Business Combination, TenX Keane Acquisition’s public stockholders owned approximately 1.3% of the issued and outstanding shares of Citius Oncology’s common stock, the private placement investors in TenX Keane Acquisition owned approximately 0.7% of the issued and outstanding shares of Citius Oncology’s common stock, Maxim held approximately 3.0% of Citius Oncology’s common stock (including 297,000 shares issued in the TenX Keane Acquisition initial public offering and 1,872,738 shares issued to Maxim in connection with the Business Combination as payment for M&A advisory services), Newbridge Securities owned approximately 0.1% of the issued and outstanding shares of Citius Oncology’s common stock as payment for M&A advisory services, and the Sponsor of TenX Keane Acquisition held approximately 2.6% of the issued and outstanding shares of Citius Oncology’s common stock.

 

In order to finance transaction costs in connection with a Business Combination, other than in connection with the Extension Fees, the Sponsor or an affiliate of the Sponsor, or certain of the Citius Oncology officers and directors could, but were not obligated to, loan Citius Oncology funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes could be converted into units, at the price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. In the event that a Business Combination did not close, Citius Oncology could 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. As of June 30, 2024, there was $1,720,000 outstanding under Working Capital Loans.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of June 30, 2024

 

($ in thousands)

 

          Citius     Actual Redemptions      
    Citius
Oncology,

Inc.
    Oncology
Sub, Inc.
“SpinCo”
    Pro
Forma
Adjustments
    Notes to Pro
Forma
Adjustments
  Pro
Forma
Combined
 
ASSETS                            
Current assets                                    
Cash   $     $     $ 10,163     A   $ 3,963  
                      (6,200 )   B        
Prepaid expenses     41       10,007                 10,048  
Total current assets     41       10,007       3,963           14,011  
In-process research and development           40,000                 40,000  
Investments held in trust account     49,153             (48,990 )   C      
                      (163 )   A        
Total other assets     49,153       40,000       (49,153 )         40,000  
                                     
Total assets   $ 49,194     $ 50,007     $ (45,190 )       $ 54,011  
                                     
LIABILITIES                                    
Current liabilities                                    
Accounts payable and accrued expenses   $ 491     $ 445     $ (419 )   B   $ 517  
Notes payable     1,720             (1,720 )   G     3,800  
                      3,800              
Due to related parties     870       30,947       (30,947 )   A      
                      (870 )   B        
                             
Total current liabilities     3,081       31,392       (30,156 )         4,317  
Deferred tax liability           1,584                 1,584  
                                     
Total liabilities     3,081       32,976       (30,156 )         5,901  
                                     
Ordinary shares subject to possible redemption 4,312,077 shares at $11.40 per share     49,153             (48,990 )   C      
                      (163 )   A        
Stockholders’ Equity                                    
Preferred Stock                            
Common Stock           7           A     7  
                          B        
                          D        
                          E        
                          F        
                          G        
Additional Paid in Capital           49,490       37,147     A     80,569  
                      (4,911 )   B        
                      163     A        
                      (3,040 )   D        
                          E        
                          F        
                      1,720     G        
Retained Earnings (Deficit)     (3,040 )     (32,466 )     3,040     D     (32,466 )
Total Stockholder’s Equity (Deficit)     (3,040 )     17,031       34,119           48,110  
                                     
Total Liabilities and Stockholders’ Equity   $ 49,194     $ 50,007     $ (45,190 )       $ 54,011  

 

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2024

 

(amounts in thousands except share and per share data)

 

       Citius   Actual Redemptions    
   Citius Oncology, Inc.   Oncology Sub, Inc. “SpinCo”   Pro Forma Adjustments   Notes to Pro Forma Adjustments  Pro Forma Combined 
Operating expenses                   
Research and development  $   $2,480    $                  $2,480 
General and administrative   653    2,926            3,579 
Stock-based compensation – general and administrative       3,914            3,914 
                        
Total operating expenses   653    9,320            9,973 
                        
Loss from operations   (653)   (9,320)           (9,973)
Interest income on investments held in trust account   1,395        (1,395)  aa    
Income (loss) before taxes   742    (9,320)   (1,395)      (9,973)
Taxes       288            288 
                        
Net income (loss)  $742   $(9,608)  $(1,395)     $(10,261)
                        
Income per share:                       
Weighted average shares outstanding subject to redemption, basic and diluted   4,525,784            bb    
Weighted average shares outstanding not subject to redemption, basic and diluted   2,341,000    67,500,000        bb   

71,765,801

 
                        
Basic and diluted net income per share subject to redemption  $0.11   $           $ 
Basic and diluted net income (loss) per share not subject to redemption  $0.11   $(0.14)          $(0.14)

 

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2023

 

(amounts in thousands except share and per share data)

 

       Citius   Actual Redemptions    
   Citius Oncology
Inc.
   Oncology Sub, Inc. “SpinCo”   Pro Forma Adjustments   Notes to Pro Forma Adjustments  Pro Forma Combined 
Operating expenses                   
Research and development  $   $4,455   $               $4,455 
General and administrative   1,013    6,659            7,672 
Stock-based compensation – general and administrative       3,882            3,882 
                        
Total operating expenses   1,013    14,996            16,009 
                        
Loss from operations   (1,013)   (14,996)           (16,009)
Interest income on investments held in trust account   3,432        (3,432)  aa    
Income (loss) before taxes   2,419    (14,996)   (3,432)      (16,009)
Taxes       576            576 
                        
Net income (loss)  $2,419   $(15,572)  $(3,432)     $(16,585)
                        
Income per share:                       
Weighted average shares outstanding subject to redemption, basic and diluted   6,600,000            bb    
Weighted average shares outstanding not subject to redemption, basic and diluted   2,347,986    67,500,000        bb   

71,559,389

 
                        
Basic and diluted net income per share subject to redemption  $0.27   $           $ 
Basic and diluted net income (loss) per share not subject to redemption  $0.27   $(0.23)          $(0.23)

 

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NOTES TO THE UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

 

1.Description of the Business Combination

 

On October 23, 2023, Citius Oncology, Inc. (formerly TenX Keane Acquisition), Merger Sub, Inc., Citius Pharma, and SpinCo entered into the Merger Agreement, pursuant to which Merger Sub was merged with and into SpinCo, with SpinCo surviving the Merger. SpinCo became a wholly-owned subsidiary of Citius Oncology. In connection with the Business Combination which was completed on August 12, 2024, TenX changed its name to “Citius Oncology, Inc.” and SpinCo changed its name to “Citius Oncology Sub, Inc.”

 

As a result of the Merger Agreement and application of the Base Exchange Ratio, the former stockholder of SpinCo (Citius Pharma) received 65,627,262 shares of Citius Oncology common stock.

 

Citius Pharma also contributed $10 million in cash, of which $6.2 million was a capital contribution and $3.8 million is represented by a note payable. In addition, Citius Pharma contributed the $30.9 million balance of the due to related party account to the additional paid-in capital of Citius Oncology.

 

In connection with the Business Combination, TenX Keane Acquisition Ordinary Shares automatically converted into Citius Oncology common stock.

 

2.Basis of Presentation

 

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11. The historical financial information of Citius Oncology and SpinCo have been adjusted in the unaudited pro forma condensed combined financial information to reflect transaction accounting adjustments related to the Business Combination, in accordance with GAAP.

 

The Business Combination is accounted for as a “reverse recapitalization” in accordance with GAAP. Under the guidance in ASC 805, Citius Oncology is treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is reflected as the equivalent of SpinCo issuing stock for the net assets of TenX Keane Acquisition, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of SpinCo.

 

In addition, the values will be based on the actual values as of the Closing Date. The differences that may occur between the preliminary estimates and the final purchase accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information. 

 

SpinCo has been determined to be the accounting acquirer in the Business Combination based on the following predominate factors:

 

SpinCo’s existing stockholders have the greatest voting interest in Citius Oncology with over 75% of the voting interest;

 

SpinCo nominated a majority of the initial members of the Citius Oncology board of directors;

 

SpinCo’s senior management is the senior management of Citius Oncology;

 

SpinCo is the larger entity based on historical operating activity and has the larger employee base; and

 

TenX Keane Acquisition assumed SpinCo’s branded name: “Citius Oncology, Inc.”

 

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3.Transaction Accounting Adjustments

 

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2024

 

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2024 are as follows:

 

ACash released from trust account and capital contributions received from Citius Pharma

 

Adjustment to transfer the remaining balance of approximately $163,000 of investments held in the trust account by TenX Keane Acquisition and converted into cash resources upon close of the Business Combination. This adjustment will also reduce the balance of the ordinary shares subject to possible redemption by approximately $163,000 and increase additional paid-in capital by approximately $163,000 and common stock par value by approximately $16.

 

Citius Pharma contributed a total of $10 million in cash, of which approximately $6.2 million was a capital contribution and approximately $3.8 million is represented by a note payable. In addition, Citius Pharma contributed the approximately $30.9 million balance of the due to related party account to the additional paid-in capital of Citius Oncology.

 

BTransaction costs

 

Adjustment to decrease cash and additional paid-in capital by $6.2 million for the estimated direct and incremental transaction costs comprised of advisory, legal, D&O tail, accounting, industry diligence and miscellaneous fees.

 

In addition, the TenX Keane Acquisition founders were issued 128,854 shares of Citius Oncology common stock for transaction cost liabilities of approximately $1.3 million, based on a par value of $0.0001, the adjustment to the Citius Oncology common stock par value balance was approximately $13 and the increase in additional paid-in capital was approximately $1.3 million.

 

CReclassification of the actual redemption of TenX Keane Acquisition Ordinary Shares subject to possible redemption

 

To record the actual 4,297,828 TenX Keane Acquisition Ordinary Share redemptions at a redemption price of approximately $11.40 per share. The adjustment reduced investments held in the trust account by $49.0 million. The holders of the underlying TenX Keane Acquisition Rights issued in the TenX Keane Acquisition initial public offering received 1,320,000 shares of the Citius Oncology common stock on completion of the merger, resulting in an increase in common stock par value of $132.

 

DConversion of SpinCo common stock into Common Stock

 

The pro forma adjustment of the reverse recapitalization is as follows:

 

Adjustment to eliminate Citius Oncology’s retained deficit of approximately $3,040,000 and the $167 par value of the TenX Keane Acquisition Ordinary Shares.

 

Using a Base Exchange Ratio of approximately 0.97-for-1 the total number of shares of Citius Oncology common stock issued to the SpinCo stockholder was 65,627,262 shares. Based on a par value of $0.0001, the adjustment to the Citius Oncology common stock par value balance was approximately $187. The 65,627,262 shares issued to the SpinCo stockholder was calculated by applying the Base Exchange Ratio to the outstanding 67,500,000 shares of common stock of SpinCo.

 

EIssuance of Common Stock for advisory fees

 

Maxim was issued 1,872,738 shares of Citius Oncology common stock and Newbridge Securities was issued 50,000 shares of Citius Oncology common stock, both for M&A advisory fees, based on a par value of $0.0001, the adjustment to the Citius Oncology common stock par value balance was approximately $192. The estimated fair value of the approximately 1,922,738 shares of the Citius Oncology common stock after the increase in par value resulted in no change to additional paid-in capital.

 

FIssuance of Common Stock for underlying Private Placement Rights

 

The holders of the Private Placement Rights received 78,800 shares of Citius Oncology common stock on completion of the Merger, resulting in an increase in Citius Oncology common stock par value of $8.

 

GReclassification of Notes Payable

 

Approximately $1.3 million of the notes payable were converted into 119,500  shares of Citius Oncology common stock resulting in an increase of approximately $1.3 million in additional paid-in capital and an increase in common stock par value of $13. Approximately $525,000 of notes payable held by Citius Pharma were contributed to additional paid-in capital.

 

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Pro forma Citius Oncology Common Stock outstanding as of June 30, 2024 consists of the following:

 

    Actual
Redemptions
 
Shares issued for outstanding Citius Oncology public shares     14,249  
Shares issued for Citius Oncology public shares underlying Citius Oncology Rights     1,320,000  
Shares issued to Citius Pharma     65,627,262  
Shares issued to Maxim for advisory fees     1,872,738  
Shares issued to Newbridge Securities for advisory fees     50,000  
Shares issued for outstanding Citius Oncology Private Placement Shares     394,000  
Shares issued for outstanding Citius Oncology Private Placement Rights     78,800  
Shares issued for outstanding Citius Oncology underwriter shares     297,000  
Shares issued for outstanding Citius Oncology founders shares     1,650,000  
Shares issued for notes payable to Citius Oncology founders     119,500  
Shares issued for Citius Oncology transaction cost liabilities     128,854  
Pro forma New Citius Oncology Common Stock outstanding    

71,552,403

 

 

Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the Six Months Ended June 30, 2024

 

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2024 are as follows:

 

aa Represents elimination of interest earned on investments held in the trust account

 

bb Represents net loss attributable to Citius Oncology Common Stockholders

 

Represents the net loss attributable to Citius Oncology common stockholders per share calculated using the historical weighted average shares of common stock outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2023. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares of common stock outstanding for basic and diluted net loss attributable to common stockholders per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire period presented. The calculation is retroactively adjusted for the actual redemptions to eliminate such shares for the period. There were no outstanding dilutive securities during the six months ended June 30, 2024, after adjusting for the conversion of the TenX Keane Acquisition Rights and Private Placement Rights issued in the TenX Keane Acquisition IPO and the TenX Keane Acquisition Private Placement, respectively.

       
   

Actual

Redemptions

 
Pro forma net loss   $ (10,261,000 )
Citius Oncology Common Stock weighted average shares outstanding, basic and diluted     71,765,801  
Net loss per share of Citius Oncology Common Stock, basic and diluted   $ (0.14 )

  

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Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2023

 

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 are as follows:

 

aa Represents elimination of interest earned on investments held in the trust account

 

bb Represents net loss attributable to Citius Oncology Common Stockholders

 

Represents the net loss attributable to Citius Oncology common stockholders per share calculated using the historical weighted average shares of common stock outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2023. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the year presented, the calculation of weighted average shares of common stock outstanding for basic and diluted net loss attributable to common stockholders per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire year presented. The calculation is retroactively adjusted for the actual redemptions to eliminate such shares for the entire year. There were no outstanding dilutive securities during the year ended December 31, 2023, after adjusting for the conversion of the TenX Keane Acquisition Rights and Private Placement Rights issued in the TenX Keane Acquisition IPO and the TenX Keane Acquisition Private Placement, respectively.

 

    Actual
Redemptions
 
Pro forma net loss   $ (16,585,000 )
Citius Oncology Common Stock weighted average shares outstanding, basic and diluted     71,559,389  
Net loss per share of Citius Oncology Common Stock, basic and diluted   $ (0.23 )

 

COMPARATIVE SHARE INFORMATION

 

The following tables set forth:

 

historical per share information of TenX Keane Acquisition as of and for the six months ended June 30, 2024, and for the year ended December 31, 2023;

 

historical per share information of SpinCo as of and for the six months ended June 30, 2024, and for the year ended December 31, 2023; and

 

unaudited pro forma per share information of Citius Oncology as of and for the six months ended June 30, 2024, and for the year ended December 31, 2023, after giving effect to the Business Combination, and the actual redemptions is as follows:

 

Actual Redemptions: This presentation reflects the actual redemption of 4,297,828 TenX Keane Acquisition Ordinary Shares that were subject to possible redemption at June 30, 2024 upon consummation of the Business Combination at a redemption price of approximately $11.40 per share. Pursuant to the terms of the underwriting agreement dated as of October 13, 2022, Maxim, the sole Book Running Manager in the TenX Keane Acquisition initial public offering and current M&A advisor to Citius Pharma, agreed to waive its right to redeem 297,000 TenX Keane Acquisition Ordinary Shares in connection with the Business Combination.

 

The following tables should be read in conjunction with the selected historical financial information included elsewhere in the Original Report, this Amendment No. 1 and the Final Prospectus, and the historical financial statements of TenX Keane Acquisition and SpinCo and the related notes thereto that are included elsewhere in the Original Report, this Amendment No. 1 and the Final Prospectus. The unaudited Citius Oncology and SpinCo pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and the related notes thereto included elsewhere in this Form 8-K.

 

The unaudited pro forma combined net income (loss) per share information below does not purport to represent the actual results of operations that would have occurred had the companies been combined during the periods presented, nor does it purport to represent the actual results of operations for any future date or periods. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Citius Oncology and SpinCo would have been had the companies been combined during the periods presented.

 

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   Historical   Pro Forma 
   Citius Oncology, Inc.   Citius Oncology Sub, Inc. “SpinCo”   Actual Redemptions 
As of and for the six months ended June 30, 2024            
Book value per share(1)  $(1.30)  $0.25   $0.67 
Shares outstanding not subject to redemption   2,341,000    67,500,000    71,564,594 
Net income (loss) per share, basic and diluted(2)  $0.11   $(0.14)  $(0.14)
Weighted average shares outstanding – basic and diluted   6,866,784    67,500,000    

71,765,801

 
For the year ended December 31, 2023               
Net income (loss) per share, basic and diluted(2)  $0.27   $(0.23)  $(0.23)
Weighted average shares outstanding – basic and diluted   8,947,986    67,500,000    71,559,389 

 

(1) Book value per share is calculated as total equity divided by historical and pro forma information outstanding basic shares not subject to redemption.
(2) Net income (loss) per share is based on the historical and pro forma information.

 

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