CN Healthy Food Tech Group Corp S-1, filed Nov 1, 2022

CN Healthy Food Tech Group Corp. (UCFI)

S-1 2022-11-01

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Added on October 16, 2026

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Delaware		6770		85-1783294
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

	Per Unit		Total
Public offering price	$	10.00	$	100,000,000
Underwriting discounts and commissions⁽¹⁾	$	0.55	$	5,500,000
Proceeds, before expenses, to us	$	9.45	$	94,500,000

		Page
Prospectus Summary		1
Summary Financial Data		21
Risk Factors		22
Cautionary Note Regarding Forward Looking Statements		43
Use of Proceeds		44
Dividend Policy		47
Dilution		48
Capitalization		49
Management’s Discussion and Analysis of Financial Condition and Results of Operations		50
Proposed Business		54
Management		71
Principal Stockholders		79
Certain Transactions		81
Description of Securities		84
Shares Eligible for Future Sale		89
Material U.S. Federal Tax Considerations		91
Underwriting		98
Legal Matters		107
Experts		107
Where You Can Find Additional Information		107
Index to Financial Statements		F-1

•	Growth Prospects: we intend to seek companies with high growth trajectories within the M&E industry that are driven by competitive advantages that can be accelerated or magnified through a partnership with us and access to the public markets.

•	Earnings Potential: we intend to acquire one or more businesses that have multiple and diverse potential drivers of revenue and earnings growth and that have the potential to generate strong and stable free cash flow.

•	M&E Focus: we intend to prioritize entities within our team’s core spheres of expertise and from among our team’s networks, such as celebrity content producers and brands and family entertainment, animation, gaming, and businesses which we believe have benefited from the global pandemic and subsequent evolution of media.

•	Diversity: we intend to seek targets that can benefit from our team’s diversity and relationships in the M&E sector. This includes prospective targets who can enhance their existing business and generate value by working with individual members of our team or becoming part of our team’s network; targets who are minority owned-or-operated; and targets who wish to increase or highlight their executive diversity.

•	Public Advantages: we intend to seek target companies that are public market ready and whose leadership teams have the vision to take advantage of and appreciate the benefits of becoming a publicly-traded entity.

•	Evolving Circumstance: we intend to seek companies which are capitalizing on M&E industry shifts and trends created by various factors such as the COVID-19 pandemic and the migration from cable television to streaming services.

•	Valuations: we consider ourselves to be rigorous, disciplined and valuation-centric investors, with a keen understanding of market value and successful track record. We intend to seek companies with a respectable market share and growth potential in the segments in which they operate. We expect that the COVID-19 pandemic and ongoing turbulence in the market have continued to disrupt a number of companies within the M&E industry who may also be available at a discount.

Securities offered		10,000,000 units, at $10.00 per unit, each unit consisting of one share of common stock and one warrant.

Listing of our securities and proposed symbols		We anticipate that the units, and the shares of common stock and warrants once they begin separate trading, will be listed on the NYSE under the symbols “IRON.U”, “IRON” and “IRONWS”.

Trading commencement and separation of common stock and warrants		The units will begin trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading on the 52^nd day following the date of this prospectus unless BTIG and EarlyBirdCapital inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release and filed a Current Report on Form 8-K announcing when such separate trading will begin.

		Once the shares of common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of common stock and warrants.

		In no event will the common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option. We will also include the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if BTIG and EarlyBirdCapital have allowed separate trading of the common stock and warrants prior to the 52^nd day after the date of this prospectus.

Units:

Number outstanding before this offering		0 units

Number outstanding after this offering		10,000,000 units

Shares of common stock:

Number outstanding before this offering		3,125,000 shares⁽¹⁾

Number to be outstanding after this offering and private placement		12,750,000 shares⁽²⁾

Warrants:

Number outstanding before this offering		0 warrants

Number to be sold in private placement		5,000,000 warrants

Number to be outstanding after this offering and private placement		15,000,000 warrants⁽²⁾

Exercisability		Each warrant is exercisable for one share of common stock at a price of $11.50 per share. The warrants will become exercisable 30 days after the completion of an initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption or liquidation of the trust account.

(1)	Represents 2,875,000 founders’ shares and 250,000 Representatives’ founders’ shares. The 2,875,000 founders’ shares includes an aggregate of up to 375,000 founders’ shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters in full.
(2)	Assumes the over-allotment option has not been exercised and an aggregate of 375,000 founders’ shares have been forfeited.

Exercise price		$11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founders’ shares held by them 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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our 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 greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities.

		No warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Redemption		We may redeem the outstanding warrants in whole and not in part, at a price of $0.01 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the last sales price of our shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period commencing at any time after the shares underlying the warrants have been registered for issuance and ending three business days before we send the notice of redemption; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

		If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the shares of common stock may fall below the $18.00 trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.

		If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Securities purchased, or being purchased, by insiders in connection with this offering		Our initial stockholders initially purchased an aggregate of 5,750,000 founders’ shares for an aggregate purchase price of $25,000. In September 2022, the initial stockholders surrendered 2,875,000 shares of common stock resulting in there being an aggregate of 2,875,000 founders’ shares outstanding. The 2,875,000 founders’ shares held by our initial stockholders includes an aggregate of up to 375,000 shares of common stock subject to forfeiture to the extent that the over-allotment option is not exercised by the underwriters in full or in part. Our initial stockholders will be required to forfeit only a number of shares of common stock necessary to continue to maintain the 20.0% ownership interest in our shares of common stock after giving effect to the offering and exercise, if any, of the underwriters’ over-allotment option (excluding the Representatives’ founders’ shares and any shares included in units purchased in this offering). The founders’ shares are identical to the shares of common stock included in the units being sold in this offering. However, our initial stockholders and officers and directors have agreed (A) to vote any shares owned by them in favor of any proposed business combination, (B) not to convert any shares in connection with a stockholder vote to approve a proposed initial business combination or sell any shares to us in a tender offer in connection with a proposed initial business combination and (C) that the founders’ shares will not participate in any liquidating distributions from our trust account upon winding up if a business combination is not consummated.

		Our initial stockholders and BTIG and EarlyBirdCapital have committed that they and/or their designees will purchase simultaneously with the consummation of this offering an aggregate of 5,000,000 private warrants at $1.00 per private warrant for a total purchase price of $5,000,000 pursuant to subscription agreements with us. They have also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they will purchase from us, on a pro rata basis, an additional number of private warrants (up to a maximum of 450,000 private warrants at a price of $1.00 per warrant) in an amount necessary to maintain in the trust account $10.10 per unit sold to the public in this offering, without taking into account any interest earned on such funds or any increase as a result of our extending the time to consummate a business combination as described herein. These additional private warrants will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over-allotment option. The private warrants are identical to the warrants sold in this offering. For as long as the private warrants are held by BTIG and EarlyBirdCapital or their designees or affiliates, they may not be exercised after five years from the effective date of the registration statement of which this prospectus forms a part.

		As a result, if we sought stockholder approval of a proposed transaction we could need as little as 3,625,001 of our 10,000,000 public shares (or approximately 36.3% of our public shares) to be voted in favor of the transaction in order to have such transaction approved (assuming all shares are voted, the over-allotment option is not exercised, that the initial stockholders do not purchase any units in this offering or units or shares in the after-market and that the 250,000 Representatives’ founders’ shares are voted in favor of the transaction). If only a minimum number of shares are voted to reach a quorum for the meeting, we could need as little as 437,501 of our 10,000,000 public shares (or approximately 4.38% of our public shares) to be voted in favor of the transaction in order to have such transaction approved (assuming the over-allotment option is not exercised, that the initial stockholders do not purchase any units in this offering or units or shares in the after-market and that the 250,000 Representatives’ founders’ shares are voted in favor of the transaction). In the event of a liquidation prior to our initial business combination, the private warrants will likely be worthless.

Restrictions on transfer of founders’ shares and private warrants		Our initial stockholders have agreed that the founders’ shares will be placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferred, assigned, sold or released from escrow (subject to certain limited exceptions set forth below) for a period ending on the 180-day anniversary of the date of the consummation of our initial business combination, or earlier if, subsequent to our initial business combination, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. The limited exceptions include transfers, assignments or sales (i) to our or our initial stockholders’ officers, directors, consultants or their affiliates, (ii) to an entity’s members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the consummation of our initial business combination, or (vii) in connection with the consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions.

		The purchasers of the private warrants have also agreed not to transfer, assign or sell any of the private warrants, including the underlying shares of common stock (except in connection with the same limited exceptions that the founders’ shares may be transferred as described above), until after the completion of our initial business combination.

Representatives’ founders’ shares		In December 2021, we issued to designees of EarlyBirdCapital the 250,000 Representatives’ founders’ shares. In August 2022, EarlyBirdCapital transferred 125,000 Representatives’ founders’ shares to BTIG. The holders of the Representatives’ founders’ shares have agreed not to transfer, assign or sell any such shares without our prior consent until the completion of our initial business combination. In addition, the holders of the Representatives’ founders’ shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within 12 months (or up to 18 months, if we extend the time to complete a business combination as described in this prospectus) from the closing of this offering, or such longer time as approved by the majority of our stockholders.

Offering proceeds to be held in trust		$101,000,000 (or $116,150,000 if the over-allotment option is exercised in full) of the net proceeds of this offering and the proceeds we will receive from the sale of the private warrants, or $10.10 per unit sold to the public in this offering, will be placed in a U.S.-based trust account at UBS Financial Services, Inc. with Continental Stock Transfer & Trust Company acting as trustee pursuant to an agreement to be signed on the date of this prospectus. These proceeds include $3,500,000 (or $4,025,000 if the underwriters’ over-allotment option is exercised in full) in deferred underwriting commissions. Except as set forth below, the proceeds held in the trust account will not be released until the earlier of the completion of an initial business combination and our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period. Therefore, except as set forth below, unless and until an initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business.

		Notwithstanding the foregoing, there can be released to us from the trust account any interest earned on the funds in the trust account that we need to pay our income or other tax obligations. With this exception, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account (initially estimated to be $1,250,000). Additionally, in order to meet our working capital needs following the consummation of this offering if the funds available to us are insufficient, our officers, directors, initial stockholders or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial public offering, without interest, or, at the holder’s discretion, up to $1,500,000 of the notes may be converted into warrants at a price of $1.00 per warrant. These warrants would be identical to the private warrants. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no other proceeds from our trust account would be used for such repayment. Prior to the closing of this offering, our sponsor has agreed to loan us up to $1,500,000 to be used for a portion of the expenses of this offering. As of June 30, 2022, we had borrowed $314,224 (of up to $1,500,000 available to us) under the promissory note with our sponsor. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2022 or the closing of this offering. The loan will be repaid upon the closing of this offering with proceeds not held in the trust account.

		None of the warrants may be exercised until 30 days after the consummation of a business combination and, thus, after the proceeds of the trust account have been disbursed. Accordingly, the warrant exercise price will be paid directly to us and not placed in the trust account.

Limited payments to insiders	There will be no fees, reimbursements or other cash payments paid to our officers, directors, initial stockholders or their affiliates for any services they render prior to, or in order to effectuate the consummation of, an initial business combination (regardless of the type of transaction that it is) other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:

	•	repayment of up to an aggregate of $1,500,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

	•	payment of a total of $52,500 per month, for 12 months, representing (i) $17,500 per month payable to our sponsor in exchange for certain general and administrative services to be provided by our sponsor, including office space and administrative and support services, and (ii) $35,000 per month payable to our Chief Executive Officer and consultants to assist us with our search for a target business;

	•	reimbursement of out-of-pocket expenses incurred in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; and

	•	repayment of non-interest-bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except as set forth above, the terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

	Our audit committee will review and approve all reimbursements and payments made to our officers, directors, initial stockholders or our or their respective affiliates, with any interested director abstaining from such review and approval.

Stockholder approval of, or tender offer in connection with, initial business combination		In connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein and in our amended and restated certificate of incorporation. If we determine to engage in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. If we determine to allow stockholders to sell their shares to us in a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 immediately prior to or upon consummation of such business combination and, if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination. We have no specified maximum percentage threshold for conversions in our amended and restated certificate of incorporation and even those public stockholders who vote in favor of our initial business combination have the right to convert their public shares. As a result, this may make it easier for us to consummate our initial business combination.

		We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, we may need to have more than $5,000,001 in net tangible assets immediately prior to or upon consummation and this may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all.

		Our initial stockholders and officers and directors and their affiliates have agreed (i) to vote any shares owned by them in favor of any proposed business combination, (ii) not to convert any shares in connection with a stockholder vote to approve a proposed initial business combination and (iii) not to sell any shares to us in a tender offer in connection with any proposed business combination.

		None of our initial stockholders, officers, directors or their affiliates has indicated any intention to purchase units in this offering or any units or shares of common stock from persons in the open market or in private transactions. However, if we hold a meeting to approve a proposed business combination and a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our initial stockholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions in order to influence any vote held to approve a proposed initial business combination. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to prevent potential manipulation of a company’s stock.

Conversion rights		In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he is voting for or against such proposed business combination or does not vote at all, to demand that we convert his shares into a pro rata share of the trust account. The per-share amount we will distribute to investors who properly convert their shares will not be reduced by the deferred underwriting commissions we will pay to BTIG and EarlyBirdCapital.

		We may require public stockholders, whether they are a record holder or hold their shares in “street name,” to either (i) physically tender their certificates to our transfer agent or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case prior to a date set forth in the tender offer documents or proxy materials sent in connection with the proposal to approve the business combination. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker a nominal amount and it would be up to the broker whether or not to pass this cost on to the converting holder.

Liquidation if no business combination		We will have up to 12 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 12 months, our insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of up to 18 months to complete a business combination), provided that, pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, the only way to extend the time available for us to consummate our initial business combination in the absence of a proxy statement for our insiders or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, to deposit into the trust account $1,000,000, or $1,150,000 if the over-allotment option is exercised in full ($0.10 per share in either case, or an aggregate of $2,000,000 (or $2,300,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline. In the event that they elected to extend the time to complete a business combination and deposited the applicable amount of money into trust, the insiders would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional private warrants at a price of $1.00 per warrant. Our stockholders have approved the issuance of the private warrants upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. In the event that we receive notice from our insiders five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. To the extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required.

		If we are unable to complete an initial business combination by 12 months (or up to 18 months, if we extend the time to complete a business combination as described above) from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to us (net of taxes payable and up to $100,000 of interest that may be released to us to pay liquidation 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. We cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims. Although we are required to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the trust account for monies owed them. Bengochea SPAC Sponsors I LLC, an entity affiliated with Jose Bengochea, our Chief Executive Officer, has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.10 per share (or any increased amount as a result of our extending the time to consummate a business combination as described herein) by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. The agreement entered into by Bengochea SPAC Sponsors I LLC specifically provides for two exceptions to the indemnity given: Bengochea SPAC Sponsors I LLC will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (2) as to any claims for indemnification by the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Marcum LLP, our independent registered public accounting firm, and the underwriters of the offering, will not execute agreements with us waiving such claims to the monies held in the trust account. We have not independently verified whether Bengochea SPAC Sponsors I LLC has sufficient funds to satisfy its indemnity obligations, we have not asked it to reserve for such obligations and we do not believe it has any significant liquid assets. Accordingly, we believe it is unlikely that it will be able to satisfy its indemnification obligations if it is required to do so.

		The holders of the founders’ shares and Representatives’ founders’ shares will not participate in any redemption distribution from our trust account with respect to such shares.

		If we are unable to consummate an initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, we expect that the initial per-share redemption price will be approximately $10.10 (which is equal to the anticipated aggregate amount then on deposit in the trust account excluding interest earned on the funds held in the trust account without taking into account any interest earned on such funds or any increase as a result of our extending the time to consummate a business combination as described herein). The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, the actual per-share redemption price may be less than $10.10 without taking into account any interest earned on such funds or any increase as a result of our extending the time to consummate a business combination as described herein.

		BTIG and EarlyBirdCapital have agreed to waive their rights to its deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and subsequently liquidate and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.

		We will pay the costs of any liquidation from the net proceeds from this offering and the private placement held out of trust and the up to $100,000 of interest income available to us from the trust account to pay for our liquidation expenses.

	June 30, 2022
		Actual			As Adjusted⁽¹⁾
Working capital (deficiency)	$	(506,345	)	$	1,234,597
Total assets	$	492,029		$	102,234,597
Total liabilities	$	507,432		$	3,562,459
Value of common stock subject to possible conversion/tender	$	—		$	101,000,000
Stockholders’ (deficit)	$	(15,403	)	$	(2,327,862	)

	•	may significantly reduce the equity interest of investors in this offering;

	•	may subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded to our shares of common stock;

	•	may cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

	•	default and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;

	•	acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

	•	our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and

	•	our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding.

	•	solely dependent upon the performance of a single business, or

	•	dependent upon the development or market acceptance of a single or limited number of products, processes or services.

	•	rules and regulations or currency conversion or corporate withholding taxes on individuals;

	•	tariffs and trade barriers;

	•	regulations related to customs and import/export matters;

	•	longer payment cycles;

	•	tax issues, such as tax law changes and variations in tax laws as compared to the United States;

	•	currency fluctuations and exchange controls;

	•	challenges in collecting accounts receivable;

	•	cultural and language differences;

	•	employment regulations;

	•	crime, strikes, riots, civil disturbances, terrorist attacks and wars; and

	•	deterioration of political relations with the United States.

	•	adverse changes in international, national, regional or local economic, demographic and market conditions;

	•	competition from other companies and businesses in the M&E industry;

	•	the ability to develop successful new products or improve existing ones;

	•	changes in technology rendering our products or services obsolete following a business combination;

	•	the disruption or failure of our networks, systems, platform or technology that frustrate or thwart our users’ ability to access our products and services, which may cause our users, advertisers, and partners to cut back on or stop using our products and services altogether, which could harm our business;

	•	fluctuations in interest rates, which could adversely affect the ability of buyers and tenants of properties to obtain financing on favorable terms or at all;

	•	mobile malware, viruses, ransomware, hacking and phishing attacks, spamming, and improper or illegal use of our products, which could harm our business and reputation;

	•	litigation and other legal proceedings;

	•	challenges associated with perfecting, registering, maintaining, licensing, enforcing and defending our intellectual property rights;

	•	complexities in properly measuring the value of intangible or cutting edge business assets, such as a celebrity's brand recognition or the advertising potential of a streaming service;

	•	risks arising out of the interconnectedness of the value and goodwill of our business and brands with the marketability, popularity, and public perception of certain celebrities;

	•	the ability to attract and retain highly skilled employees;

	•	environmental risks;

	•	civil unrest, labor strikes, acts of God, including earthquakes, floods and other natural disasters and acts of war or terrorism, which may result in uninsured losses;

	•	increasing governmental regulation; and

	•	failure to comply with governmental regulations resulting in the imposition of penalties, fines or restrictions on operations and remedial liabilities.

	•	a limited availability of market quotations for our securities;

	•	reduced liquidity with respect to our securities;

	•	a determination that our shares of common stock are “penny stock” which will require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock;

	•	a limited amount of news and analyst coverage for our company; and

	•	a decreased ability to issue additional securities or obtain additional financing in the future.

	•	the history and prospects of companies whose principal business is the acquisition of other companies;

	•	prior offerings of those companies;

	•	our prospects for acquiring an operating business at attractive values;

	•	our capital structure;

	•	an assessment of our management and their experience in identifying operating companies; and

	•	general conditions of the securities markets at the time of the offering.

	•	restrictions on the nature of our investments; and

	•	restrictions on the issuance of securities.

	•	registration as an investment company;

	•	adoption of a specific form of corporate structure; and

	•	reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations.

	•	our ability to complete our initial business combination;

	•	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

	•	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements and other benefits;

	•	our potential ability to obtain additional financing to complete a business combination;

	•	our pool of prospective target businesses;

	•	the ability of our officers and directors to generate a number of potential investment opportunities;

	•	potential changes in control of us if we acquire one or more target businesses for stock;

	•	our public securities’ potential liquidity and trading;

	•	the lack of a market for our securities;

	•	the impact on our business prospects of recently announced or proposed changes to rules or regulations impacting special purpose acquisition companies;

	•	the impact on our business prospects of the COVID-19 pandemic, ongoing market turbulence or rising interest rates;

	•	our expectations regarding the time during which we will be an “emerging growth company” under the JOBS Act or a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K;

	•	our use of proceeds not held in the trust account; or

	•	our financial performance following this offering or following our initial business combination.

	Without Over-Allotment Option			Over-Allotment Option Exercised
Gross proceeds
Gross proceeds from units offered to public⁽¹⁾	$	100,000,000		$	115,000,000
Gross proceeds from private placement warrants offered in the private placement		5,000,000			5,450,000
Total gross proceeds	$	105,000,000		$	120,450,000
Estimated offering expenses⁽²⁾
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)⁽³⁾	$	2,000,000		$	2,300,000
Legal fees and expenses		280,000			280,000
Printing and engraving expenses		35,000			35,000
Accounting fees and expenses		75,000			75,000
SEC/FINRA expenses		60,508			60,508
NYSE listing and filing fees		55,000			55,000
Miscellaneous expenses		244,492			244,492
Total offering expenses (other than underwriting commissions)	$	750,000		$	750,000
Proceeds after estimated offering expenses	$	102,250,000		$	117,400,000
Held in trust account⁽³⁾	$	101,000,000		$	116,150,000
% of public offering size		101	%		101	%
Not held in trust account	$	1,250,000		$	1,250,000

	Amount		% of Total
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination) ⁽⁵⁾	$	250,000		20	%
Legal and accounting fees related to regulatory reporting obligations		70,000		6	%
Payment for office space and administrative and support services ⁽⁶⁾		630,000		50	%
Directors and officers insurance premiums ⁽⁷⁾		300,000		24	%
Working capital to cover miscellaneous expenses ⁽⁸⁾		0		0	%
Total	$	1,250,000		100	%

(3)	The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, up to $3,500,000, which constitutes the underwriters’ deferred commissions (or up to $4,025,000 if the underwriters’ over-allotment option is exercised in full) will be paid to BTIG and EarlyBirdCapital from the funds held in the trust account. See “Underwriting.” The remaining funds, less amounts released to the trustee to pay redeeming stockholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. BTIG and EarlyBirdCapital will not be entitled to any interest accrued on the deferred underwriting discounts and commissions.
(4)	These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. The proceeds held in the trust account will, if they are invested at all, only be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate the interest earned on the trust account will be approximately $101,000 per year, assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount.
(5)	Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing.
(6)	Represents payment of a total of $52,500 per month, for 12 months, representing (i) $17,500 per month payable to our sponsor in exchange for certain general and administrative services to be provided by our sponsor, including office space and administrative and support services, and (ii) $35,000 per month payable to our Chief Executive Officer and consultants to assist us with our search for a target business. Upon the earlier of completion of our initial business combination or 12 months from the closing of this offering, we will cease paying these monthly fees.
(7)	This amount represents the approximate amount of annualized director and officer liability insurance premiums we anticipate paying upon the completion of this offering and until we complete a business combination.
(8)	Unused funds allotted to other categories will go to this miscellaneous expense category.

Public offering price				$10.00
Net tangible book value before this offering⁽¹⁾	$	(0.16	)
Decrease attributable to public stockholders and private sales		(0.69	)
Pro forma net tangible book value after this offering				(0.85	)
Dilution to public stockholders				$10.85
Percentage of dilution to public stockholders				108.50	%

	Shares					Total Consideration				Average
Number		Purchased		Percentage			Amount	Percentage		Price per Share
Initial stockholders		2,500,000	⁽¹⁾	19.61	%	$	25,000	0.02	%	$	0.01
Representative shares		250,000		1.96	%	$	1,087	0.0	%	$	0.000
Public stockholders		10,000,000		78.43	%	$	100,000,000	99.98	%	$	10.00
Total		12,750,000		100.00	%	$	100,026,087	100.00	%

Numerator:
Net tangible book value before the offering	$	(506,345	)
Net proceeds from this offering and private placement		102,250,000
Plus: Offering costs accrued for and paid in advance, excluded from tangible book value before this offering		490,942
Over-allotment liability		(62,459	)
Less: Deferred underwriting commission		(3,500,000	)
Less: Proceeds held in trust subject to conversion/tender		(101,000,000	)
	$	(2,327,862	)
Denominator:
Shares of common stock outstanding prior to this offering		2,500,000	⁽¹⁾
Shares of common stock included in the units offered		10,000,000
Representatives’ Founders’ Shares		250,000
Less: Shares subject to conversion/tender		(10,000,000	)
		2,750,000

(1)	Includes the $5,000,000 we will receive from the sale of the private warrants.
(2)	Assumes the over-allotment option has not been exercised and an aggregate of 375,000 founders’ shares have been forfeited as a result thereof.