茄子污污视频

(9) 茄子污污视频 Acquisition Corporation

In November 2020, the Company, through its wholly owned subsidiary, 茄子污污视频 Acquisition Sponsor, LLC (the 鈥淪ponsor鈥�), formed LMAC and ultimately purchased approximately 14.4 million shares of LMAC Series F common stock (鈥淔ounder Shares鈥�) for $25,000. 听

On January 26, 2021, LMAC consummated its initial public offering (鈥淚PO鈥�) of 57.5 million units (the 鈥淯nits鈥�), including 7.5 million Units sold pursuant to the full exercise of the underwriters鈥� overallotment option. Each Unit consists of one share of Series A common stock of LMAC and one-fifth of one redeemable warrant of LMAC. Each whole warrant entitles the holder thereof to purchase one share of Series A common stock for $11.50 per share, subject to adjustment, following the later of 30 days after the completion of LMAC's initial business combination and 12 months from the closing of the IPO (鈥淧ublic Warrants鈥�). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to LMAC of $575 million, which were placed in a U.S.-based trust account (Level 1) which is included in other assets in the condensed consolidated balance sheet. Substantially concurrent with the IPO, LMAC completed the private placement of 10 million warrants to the Sponsor, generating gross proceeds of $15 million (鈥淧rivate Placement Warrants鈥�). Each Private Placement Warrant entitles the holder thereof to purchase one share of LMAC鈥檚 Series A common stock for $11.50 per share, subject to adjustment, following the later of 30 days after the completion of LMAC鈥檚 initial business combination and 12 months from the closing of the IPO and the Sponsor has committed to acquire $250 million of forward purchase units (each consisting of one share of LMAC鈥檚 Series B common stock and one-fifth of one redeemable warrant to purchase one share of LMAC鈥檚 Series A common stock), at a price of $10.00 per unit, 听pursuant to a forward purchase agreement that will close substantially concurrently with the consummation of LMAC鈥檚 initial business combination.

LMAC intends to search for a target in the media, digital media, music, entertainment, communications, telecommunications and technology industries, but may seek to complete a business combination with an operating company in any industry, sector or geographic region.

The Company, through the Sponsor鈥檚 ownership of the Founder Shares, owns 20% of LMAC鈥檚 issued and outstanding common stock. The Founder Shares have certain governance rights which allow the Company to control LMAC鈥檚 affairs, policies and operations through the initial business combination and therefore the Company continues to consolidate LMAC post IPO. LMAC also entered into services and facilities sharing agreements with the Company for shared office

space, services and personnel based on a flat fee. The Company鈥檚 interest in LMAC is attributed to the Formula One Group. 听Transactions and ownership interests with the Sponsor eliminate upon consolidation.

LMAC鈥檚 Series A common stock, issued as part of the Units in the IPO, has certain provisions which allow the holder to put back the stock to LMAC upon an initial business combination at their election. This conditional redemption feature requires the Company to account for those shares that are subject to potential redemption as redeemable noncontrolling interests which requires temporary equity classification (outside of permanent equity).

The changes in the components of redeemable noncontrolling interests were as follows (in millions):

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The Public Warrants, issued as part of the Units in the IPO, have certain provisions which require LMAC to account for these instruments at fair value as a liability. Therefore, the proceeds from the IPO were bifurcated between the warrants and the Series A common stock. At the IPO date, approximately $20 million was recorded as a warrant liability within Other Liabilities, net of IPO costs. At September 30, 2021 the value of the liability was $17 million based on the fair market value of the Public Warrants.

On April 15, 2021, the Sponsor entered into an agreement to provide up to $2.5 million to LMAC for working capital purposes. As of September 30, 2021, LMAC had borrowed $1 million under the loan. The working capital loan will either be repaid upon consummation of the initial business combination or the deadline for LMAC to complete an initial business combination, without interest, or, at the Sponsor鈥檚 discretion, up to $2.5 million of such loan may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that a business combination does not close, LMAC may use funds outside of the trust account to repay the working capital loan, but funds in the trust account would not be used to repay the working capital loan.