SUBSEQUENT EVENTS	6 Months Ended
Jun. 30, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up through the date that the unaudited condensed financial statements was issued. Based upon this review, the Company did not identify any other subsequent events, except as noted below, that would have required adjustment or disclosure in the unaudited condensed financial statements. On August 11, 2023, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Futbol Club Barcelona, a sport association (“FCB”), and Barça Produccions S.L., a Spanish limited liability corporation wholly owned by FCB (“BP”). The Business Combination Agreement provides for a series of transactions (collectively, the “Business Combination”), pursuant to which, among other things: (i) Sponsor will transfer all of the equity of a newly-formed Netherlands private limited liability company to be renamed Barça Media (“TopCo”), which shall own all of the equity interests of a Cayman Islands exempted company (“Merger Sub”) to BP for nominal consideration; (ii) FCB and BP will cause TopCo and Merger Sub to become a party to the Business Combination Agreement; and (iii) Merger Sub will merge with and into the Company (the “Merger”), with the Company as the surviving company (the “Surviving Company”) and, after giving effect to the Merger, become a wholly owned subsidiary of TopCo. Each issued and outstanding Class A ordinary share of the Company and Class B ordinary share of the Company will be converted into one Class A ordinary share of the Surviving Company, and immediately thereafter, each of the resulting Class A ordinary shares of the Surviving Company will be immediately exchanged for one ordinary share in the share capital of TopCo, and each outstanding warrant to purchase one Class A ordinary share of the Company at a price of $11.50 per share will, by its terms, convert into a Converted Warrant (as defined in the Business Combination Agreement). Bridgeburg Invest, S.L., a Spanish limited liability corporation and an indirect subsidiary of FCB, will assume, prior to the consummation of the Merger, the assets and liabilities associated with FCB’s content creation platform. Consummation of the Business Combination is subject to the receipt of required approval by the Company’s shareholders and the general assembly of the members of FCB, as well as the satisfaction of other closing conditions. There can be no assurance that the Company’s plans to complete the Business Combination will be successful or that financing, if any, will be obtained in connection with the Business Combination. If these conditions are not satisfied, amended or waived by the parties pursuant to the terms of the Business Combination Agreement, then the Business Combination would not be consummated. On August 11, 2023, the Sponsor, directors and officers of the Company (the “D&Os”) and the Company entered into the sponsor support agreement, pursuant to which, among other things, each of the Sponsor and the D&Os has agreed to (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution protection with respect to the Company’s Class B ordinary shares. On August 11, 2023, LIBERO Football Finance AG (“LIBERO”), Orpheus Media, S.L. (together with its affiliates, “Orpheus”), Blaugrana Invest, S.á.r.l. (together with its affiliates, “Blaugrana”), BP and the Company entered into definitive agreements, pursuant to which, among other things, LIBERO has agreed to purchase, and Orpheus and Blaugrana have agreed to sell, 294 ordinary shares of Bridgeburg that are owned by Orpheus and Blaugrana in exchange for cash payments by LIBERO to BP in an amount equal to approximately (i) €20 million ($21.7 million) in the aggregate on or before August 11, 2023, but not before the execution of the Business Combination Agreement and (ii) €20 million ($21.7 million) in the aggregate on or before August 21, 2023. On August 11, 2023, a holding company advised by NIPA Capital B.V. (“Holding”), Orpheus, Blaugrana, BP and the Company entered into definitive agreements, pursuant to which, among other things, Holding has agreed to purchase, and Orpheus and Blaugrana have agreed to sell, 590 ordinary shares of Bridgeburg in the aggregate that are owned by Orpheus and Blaugrana in exchange for cash payments by Holding directly to BP in an amount equal to approximately €20 million ($21.7 million) on August 11, 2023 and the assumption by Holding of Orpheus’ obligation (pursuant to that certain sale and purchase agreement, dated August 11, 2022, between Orpheus and BP) to pay €30 million ($32.6 million) to BP on June 15, 2024 and €30 million ($32.6 million) to BP on June 15, 2025. In connection with and subject to the closing of the Business Combination, Holding will also purchase from the Sponsor 5,750,000 warrants to purchase ordinary shares of TopCo and 2,537,500 ordinary shares of TopCo. On August 11, 2023, the Company and PRIMARY metaverse d.o.o., a limited liability company organized in Croatia (the “Consultant”) entered into the consulting agreement, pursuant to which, among other things, the Consultant agreed to provide the Company with support in identifying third-party investors to backstop or assume certain payment obligations of Orpheus and Socios Deportes Services, S.L., for which the Consultant will be paid a fee of €4.1 million ($4.46 million). As a result of the Consultant’s efforts to identify third-party investors, LIBERO, the Sponsor and a guarantor (the “Guarantor”) entered into the Backstop Agreement, pursuant to which, in exchange for certain warrants the Sponsor will provide to the Guarantor and the Consultant, the Guarantor will pay any remaining balance of the Secondary Payment Amount (as defined in the Backstop Agreement) outstanding as of August 21, 2023, so long as the Company and BP have entered into and publicly announced a business combination agreement. On August 9, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in a deposit account with a financial institution in the United States. The interest rate on such deposit account is currently approximately 4.60% per annum, but such deposit account carries a variable rate, and the Company cannot assure investors that such rate will not decrease or increase significantly. On July 31, 2023, the Company entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) and Subscription Agreement (the “FPA Subscription Agreement”) with Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”), and Meteora Strategic Capital, LLC (“MSC”) (with MSOF, MCP, MSC and MSTO collectively referred to as “Seller”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement and FPA Subscription Agreement, Seller agreed to subscribe for and purchase, and the Company agreed to issue and sell to Seller, on the Closing, up to 12,500,000 Class A ordinary shares of the Company, less the number of Class A ordinary shares of the Company purchased by Seller separately from third parties through a broker in the open market at prices no higher than the redemption price. Seller has agreed to waive any redemption rights under the Company’s Amended and Restated Articles of Association with respect to any Class A ordinary shares of the Company purchased through the FPA Subscription Agreement and any Recycled Shares in connection with the Business Combination, extensions or otherwise that would require redemption by the Company of such shares. On July 3, 2023, the Company entered into an engagement letter pursuant to which it agreed to pay to a capital markets advisor a fee of $4 million, subject to and conditional upon the closing of a business combination, and certain other conditions.

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up through the date that the unaudited condensed financial statements was issued. Based upon this review, the Company did not identify any other subsequent events, except as noted below, that would have required adjustment or disclosure in the unaudited condensed financial statements.

On August 11, 2023, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Futbol Club Barcelona, a sport association (“FCB”), and Barça Produccions S.L., a Spanish limited liability corporation wholly owned by FCB (“BP”). The Business Combination Agreement provides for a series of transactions (collectively, the “Business Combination”), pursuant to which, among other things: (i) Sponsor will transfer all of the equity of a newly-formed Netherlands private limited liability company to be renamed Barça Media (“TopCo”), which shall own all of the equity interests of a Cayman Islands exempted company (“Merger Sub”) to BP for nominal consideration; (ii) FCB and BP will cause TopCo and Merger Sub to become a party to the Business Combination Agreement; and (iii) Merger Sub will merge with and into the Company (the “Merger”), with the Company as the surviving company (the “Surviving Company”) and, after giving effect to the Merger, become a wholly owned subsidiary of TopCo. Each issued and outstanding Class A ordinary share of the Company and Class B ordinary share of the Company will be converted into one Class A ordinary share of the Surviving Company, and immediately thereafter, each of the resulting Class A ordinary shares of the Surviving Company will be immediately exchanged for one ordinary share in the share capital of TopCo, and each outstanding warrant to purchase one Class A ordinary share of the Company at a price of $11.50 per share will, by its terms, convert into a Converted Warrant (as defined in the Business Combination Agreement). Bridgeburg Invest, S.L., a Spanish limited liability corporation and an indirect subsidiary of FCB, will assume, prior to the consummation of the Merger, the assets and liabilities associated with FCB’s content creation platform. Consummation of the Business Combination is subject to the receipt of required approval by the Company’s shareholders and the general assembly of the members of FCB, as well as the satisfaction of other closing conditions. There can be no assurance that the Company’s plans to complete the Business Combination will be successful or that financing, if any, will be obtained in connection with the Business Combination. If these conditions are not satisfied, amended or waived by the parties pursuant to the terms of the Business Combination Agreement, then the Business Combination would not be consummated.

On August 11, 2023, the Sponsor, directors and officers of the Company (the “D&Os”) and the Company entered into the sponsor support agreement, pursuant to which, among other things, each of the Sponsor and the D&Os has agreed to (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution protection with respect to the Company’s Class B ordinary shares.

On August 11, 2023, LIBERO Football Finance AG (“LIBERO”), Orpheus Media, S.L. (together with its affiliates, “Orpheus”), Blaugrana Invest, S.á.r.l. (together with its affiliates, “Blaugrana”), BP and the Company entered into definitive agreements, pursuant to which, among other things, LIBERO has agreed to purchase, and Orpheus and Blaugrana have agreed to sell, 294 ordinary shares of Bridgeburg that are owned by Orpheus and Blaugrana in exchange for cash payments by LIBERO to BP in an amount equal to approximately (i) €20 million ($21.7 million) in the aggregate on or before August 11, 2023, but not before the execution of the Business Combination Agreement and (ii) €20 million ($21.7 million) in the aggregate on or before August 21, 2023.

On August 11, 2023, a holding company advised by NIPA Capital B.V. (“Holding”), Orpheus, Blaugrana, BP and the Company entered into definitive agreements, pursuant to which, among other things, Holding has agreed to purchase, and Orpheus and Blaugrana have agreed to sell, 590 ordinary shares of Bridgeburg in the aggregate that are owned by Orpheus and Blaugrana in exchange for cash payments by Holding directly to BP in an amount equal to approximately €20 million ($21.7 million) on August 11, 2023 and the assumption by Holding of Orpheus’ obligation (pursuant to that certain sale and purchase agreement, dated August 11, 2022, between Orpheus and BP) to pay €30 million ($32.6 million) to BP on June 15, 2024 and €30 million ($32.6 million) to BP on June 15, 2025. In connection with and subject to the closing of the Business Combination, Holding will also purchase from the Sponsor 5,750,000 warrants to purchase ordinary shares of TopCo and 2,537,500 ordinary shares of TopCo.

On August 11, 2023, the Company and PRIMARY metaverse d.o.o., a limited liability company organized in Croatia (the “Consultant”) entered into the consulting agreement, pursuant to which, among other things, the Consultant agreed to provide the Company with support in identifying third-party investors to backstop or assume certain payment obligations of Orpheus and Socios Deportes Services, S.L., for which the Consultant will be paid a fee of €4.1 million ($4.46 million). As a result of the Consultant’s efforts to identify third-party investors, LIBERO, the Sponsor and a guarantor (the “Guarantor”) entered into the Backstop Agreement, pursuant to which, in exchange for certain warrants the Sponsor will provide to the Guarantor and the Consultant, the Guarantor will

pay any remaining balance of the Secondary Payment Amount (as defined in the Backstop Agreement) outstanding as of August 21, 2023, so long as the Company and BP have entered into and publicly announced a business combination agreement.

On August 9, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in a deposit account with a financial institution in the United States. The interest rate on such deposit account is currently approximately 4.60% per annum, but such deposit account carries a variable rate, and the Company cannot assure investors that such rate will not decrease or increase significantly.

On July 31, 2023, the Company entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) and Subscription Agreement (the “FPA Subscription Agreement”) with Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading Opportunities Master, LP (“MSTO”), and Meteora Strategic Capital, LLC (“MSC”) (with MSOF, MCP, MSC and MSTO collectively referred to as “Seller”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement and FPA Subscription Agreement, Seller agreed to subscribe for and purchase, and the Company agreed to issue and sell to Seller, on the Closing, up to 12,500,000 Class A ordinary shares of the Company, less the number of Class A ordinary shares of the Company purchased by Seller separately from third parties through a broker in the open market at prices no higher than the redemption price. Seller has agreed to waive any redemption rights under the Company’s Amended and Restated Articles of Association with respect to any Class A ordinary shares of the Company purchased through the FPA Subscription Agreement and any Recycled Shares in connection with the Business Combination, extensions or otherwise that would require redemption by the Company of such shares.

On July 3, 2023, the Company entered into an engagement letter pursuant to which it agreed to pay to a capital markets advisor a fee of $4 million, subject to and conditional upon the closing of a business combination, and certain other conditions.