| SPAC Prospectus Summary, Sponsor Compensation [Table Text Block] |
The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:
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Entity /
Individual |
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Amount of Compensation to be Received or Securities Issued or to be Issued |
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Consideration Paid or to be Paid |
Bet on America II Sponsor LLC |
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$20,000 per month, commencing on the first date on which our securities are listed on Nasdaq |
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Office space, administrative and shared personnel support services |
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7,666,667 (1)(3) Class B Ordinary Shares |
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$25,000 |
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400,000 private placement units (whether or not the over-allotment option is exercised) |
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$4,000,000 (whether or not the over-allotment option is exercised) |
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Up to $300,000 |
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Repayment of loans made to us to cover offering related and organizational expenses |
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Reimbursement for any expenses related to identifying, investigating and completing an initial business combination |
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Expenses incurred in connection with identifying, investigating and completing an initial business combination |
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Up to $2,500,000 in working capital loans, which loans may be convertible into private placement units of the post-business combination entity at the price of $10.00 per unit (2) |
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Working capital loans to finance transaction costs in connection with an initial business combination |
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Brian D. Friedman |
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30,000 Class B Ordinary Shares (4) |
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Service as Chairman of the Board |
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Dean Friedman |
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30,000 Class B Ordinary Shares (4) |
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Service as director |
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Jason Kahan |
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30,000 Class B Ordinary Shares (4) |
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Service as independent director |
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Jared Berlin |
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30,000 Class B Ordinary Shares (4) |
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Service as independent director |
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Jonathan Sassover |
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30,000 Class B Ordinary Shares (4) |
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Service as independent director |
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Seth Schorr |
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30,000 Class B Ordinary Shares (4) |
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Service as independent director |
| (1) |
The Class B ordinary shares and the Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares may result in material dilution to our public shareholders due to the nominal price of $0.003 per share at which our sponsor purchased the Class B ordinary shares and/or the anti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than basis upon conversion. Our sponsor, directors and officers and their affiliates may receive additional compensation and/or may be issued additional securities in connection with an initial business combination, including securities that may result in material dilution to public shareholders. See “ Risk Factors — Risks Relating to our Sponsor and Management Team — The nominal purchase price paid by our sponsor for the founder shares and the purchase price paid by our sponsor for the private placement units may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to decline materially ” on page 78, “— Risks Relating to our Securities — We may issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue |
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Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks Our sponsor paid an aggregate of $25,000, or approximately $0.003 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class B ordinary shares” “— Unlike many other similarly structured blank check companies, our sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination |
(2) |
After the completion of this offering, our board of directors may approve additional working capital loans for the purpose of funding working capital, which loans may be converted into our private placement units, shares or rights. The Class A ordinary shares issuable in connection with the vesting of the private placement rights, as well as any Class A ordinary shares issued in connection with conversion of working capital loans into additional private placement units (as described in this prospectus), may result in material dilution to our public shareholders. See “ Description of Securities —Private placement units ” on page 190; see also “ Risk Factors — Risks Relating to our Sponsor and Management Team — The nominal purchase price paid by our sponsor for the founder shares, the purchase price paid by our sponsor for the private placement units may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to decline materially ” on page 78, “— Risks Relating to our Securities — We may issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks ” on page 89, “— Our sponsor paid an aggregate of $25,000, or approximately $0.003 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class B ordinary shares ” on page 90 and “— Unlike many other similarly structured blank check companies, our sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination ” on page 90. |
| (3) |
If we increase or decrease the size of this offering we will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of our sponsor at 25% of the issued and outstanding ordinary shares upon the consummation of this offering. Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than basis upon conversion or additional Class B ordinary shares. |
| (4) |
These shares are held directly by certain of our officers and directors. The directors and officers will have the ability to vote and dispose of the shares, subject to applicable transfer restrictions. |
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| SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block] |
the following to the public shareholders on a per-share basis immediately after this offering:
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| |
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Assuming Full Exercise of Over-Allotment Option |
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|
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|
|
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$ |
7.09 |
|
|
$ |
2.91 |
|
|
$ |
6.52 |
|
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$ |
3.48 |
|
|
$ |
5.63 |
|
|
$ |
4.37 |
|
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$ |
4.00 |
|
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$ |
6.00 |
|
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$ |
0.12 |
|
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$ |
9.88 |
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Assuming No Exercise of Over-Allotment Option |
|
|
|
|
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$ |
7.08 |
|
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$ |
2.92 |
|
|
$ |
6.52 |
|
|
$ |
3.48 |
|
|
$ |
5.63 |
|
|
$ |
4.37 |
|
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$ |
4.01 |
|
|
$ |
5.99 |
|
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$ |
0.16 |
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|
$ |
9.84 |
| For purposes of presenting the Maximum Redemption scenario, we have reduced our NTBV after this offering (assuming no exercise of the underwriters’ option to purchase additional units) by $200,000,000 because holders of up to approximately 100% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two business days prior to the commencement of our tender offer or general meeting, including interest, divided by the number of Class A ordinary shares sold in this offering). For each of the redemption scenarios above, the NTBV was calculated as follows:
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$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
Increase attributable to public shareholders |
|
$ |
7.21 |
|
|
$ |
7.21 |
|
|
$ |
6.64 |
|
|
$ |
6.64 |
|
|
$ |
5.75 |
|
|
$ |
5.75 |
|
|
$ |
4.13 |
|
|
$ |
|
|
|
$ |
0.28 |
|
|
$ |
0.24 |
|
Pro forma NTBV after the offering |
|
$ |
7.08 |
|
|
$ |
7.09 |
|
|
$ |
6.52 |
|
|
$ |
6.52 |
|
|
$ |
5.63 |
|
|
$ |
5.63 |
|
|
$ |
4.01 |
|
|
$ |
4.00 |
|
|
$ |
0.16 |
|
|
$ |
0.12 |
|
Dilution to public shareholders |
|
$ |
2.92 |
|
|
$ |
2.91 |
|
|
$ |
3.48 |
|
|
$ |
3.48 |
|
|
$ |
4.37 |
|
|
$ |
4.37 |
|
|
$ |
5.99 |
|
|
$ |
6.00 |
|
|
$ |
9.84 |
|
|
$ |
9.88 |
|
% of dilution to public shareholders |
|
|
|
% |
|
|
29.1 |
% |
|
|
34.8 |
% |
|
|
34.8 |
% |
|
|
43.7 |
% |
|
|
43.7 |
% |
|
|
59.9 |
% |
|
|
60.0 |
% |
|
|
98.4 |
% |
|
|
98.8 |
% |
|
|
Net tangible book deficit before this offering |
|
|
(930,837 |
) |
|
|
(930,837 |
) |
|
|
(930,837 |
) |
|
|
(930,837 |
) |
|
|
(930,837 |
) |
|
|
(930,837 |
) |
|
|
(930,837 |
) |
|
|
(930,837 |
) |
|
|
(930,837 |
) |
|
|
(930,837 |
) |
Net proceeds from this offering & private placement |
|
|
201,400,000 |
|
|
|
231,100,000 |
|
|
|
201,400,000 |
|
|
|
231,100,000 |
|
|
|
201,400,000 |
|
|
|
231,100,000 |
|
|
|
201,400,000 |
|
|
|
231,100,000 |
|
|
|
201,400,000 |
|
|
|
231,100,000 |
|
Plus: Offering costs excluded from TBV before this offering |
|
|
852,866 |
|
|
|
852,866 |
|
|
|
852,866 |
|
|
|
852,866 |
|
|
|
852,866 |
|
|
|
852,866 |
|
|
|
852,866 |
|
|
|
852,866 |
|
|
|
852,866 |
|
|
|
852,866 |
|
Less: Deferred underwriting commissions |
|
|
(8,000,000 |
) |
|
|
(9,200,000 |
) |
|
|
(6,000,000 |
) |
|
|
(6,900,000 |
) |
|
|
(4,000,000 |
) |
|
|
(4,600,000 |
) |
|
|
(2,000,000 |
) |
|
|
(2,300,000 |
) |
|
|
— |
|
|
|
— |
|
Less: Over-Allotment Liability |
|
|
(159,000 |
) |
|
|
— |
|
|
|
(159,000 |
) |
|
|
— |
|
|
|
(159,000 |
) |
|
|
— |
|
|
|
(159,000 |
) |
|
|
— |
|
|
|
(159,000 |
) |
|
|
— |
|
Less: Proceeds held in trust subject to redemption |
|
|
— |
|
|
|
— |
|
|
|
(50,000,000 |
) |
|
|
(57,500,000 |
) |
|
|
(100,000,000 |
) |
|
|
(115,000,000 |
) |
|
|
(150,000,000 |
) |
|
|
(172,500,000 |
) |
|
|
(200,000,000 |
) |
|
|
(230,000,000 |
) |
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|
|
193,163,029 |
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|
221,822,029 |
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|
145,163,029 |
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|
166,622,029 |
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|
|
97,163,029 |
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|
111,422,029 |
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|
|
49,163,029 |
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56,222,029 |
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|
1,163,029 |
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|
|
1,022,029 |
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Class B common stock outstanding prior to this offering |
|
|
7,666,667 |
|
|
|
7,666,667 |
|
|
|
7,666,667 |
|
|
|
7,666,667 |
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|
|
7,666,667 |
|
|
|
7,666,667 |
|
|
|
7,666,667 |
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|
|
7,666,667 |
|
|
|
7,666,667 |
|
|
|
7,666,667 |
|
Class B common stock forfeited if over-allotment is not exercised |
|
|
(1,000,000 |
) |
|
|
— |
|
|
|
(1,000,000 |
) |
|
|
— |
|
|
|
(1,000,000 |
) |
|
|
— |
|
|
|
(1,000,000 |
) |
|
|
— |
|
|
|
(1,000,000 |
) |
|
|
— |
|
Class A common stock included in the public shares |
|
|
20,000,000 |
|
|
|
23,000,000 |
|
|
|
20,000,000 |
|
|
|
23,000,000 |
|
|
|
20,000,000 |
|
|
|
23,000,000 |
|
|
|
20,000,000 |
|
|
|
23,000,000 |
|
|
|
20,000,000 |
|
|
|
23,000,000 |
|
Class A common stock included in the PPUs |
|
|
600,000 |
|
|
|
630,000 |
|
|
|
600,000 |
|
|
|
630,000 |
|
|
|
600,000 |
|
|
|
630,000 |
|
|
|
600,000 |
|
|
|
630,000 |
|
|
|
600,000 |
|
|
|
630,000 |
|
Less: Shares subject to redemption |
|
|
— |
|
|
|
— |
|
|
|
(5,000,000 |
) |
|
|
(5,750,000 |
) |
|
|
(10,000,000 |
) |
|
|
(11,500,000 |
) |
|
|
(15,000,000 |
) |
|
|
(17,250,000 |
) |
|
|
(20,000,000 |
) |
|
|
(23,000,000 |
) |
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|
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|
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|
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|
|
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|
|
27,266,667 |
|
|
|
31,296,667 |
|
|
|
22,266,667 |
|
|
|
25,546,667 |
|
|
|
17,266,667 |
|
|
|
19,796,667 |
|
|
|
12,266,667 |
|
|
|
14,046,667 |
|
|
|
7,266,667 |
|
|
|
8,296,667 |
|
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|
|
|
$ |
7.08 |
|
|
$ |
7.09 |
|
|
$ |
6.52 |
|
|
$ |
6.52 |
|
|
$ |
5.63 |
|
|
$ |
5.63 |
|
|
$ |
4.01 |
|
|
$ |
4.00 |
|
|
$ |
0.16 |
|
|
$ |
0.12 |
|
|
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
$ |
(0.12 |
) |
|
|
$ |
7.21 |
|
|
$ |
7.21 |
|
|
$ |
6.64 |
|
|
$ |
6.64 |
|
|
$ |
5.75 |
|
|
$ |
5.75 |
|
|
$ |
4.13 |
|
|
$ |
|
|
|
$ |
0.28 |
|
|
$ |
0.24 |
|
| (1) |
Expenses applied against gross proceeds include offering expenses of approximately $600,000 and underwriting discounts of $4,000,000 (or $4,600,000 if the underwriters’ over-allotment option is exercised in full). See “ .” |
|