EX-99.2
13
s114256_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
SMAAASH ENTERTAINMENT INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
On November 20, 2018, the Company consummated the Transactions
contemplated by the Subscription Agreement.
The following unaudited pro forma financial statements are based
on the Company's historical financial statements to give effect to the closing of the consummation of Transactions on November
20, 2018.
The unaudited pro forma income statements for the three months
ended August 31, 2018 give effect to the consummation of the Transactions as if it had occurred on August 31, 2018. The unaudited
pro forma balance sheet as of August 31, 2018 gives effect to the consummation of Transactions as if it had occurred on August
31, 2018.
The unaudited pro forma financial information should be read
in connection with the historical financial statements and notes thereto of the Company.
Matters discussed in this unaudited pro forma financial information
are subject to change, including any discussion of or impact, expressed or implied, on the Company's anticipated operating
results.
The pro forma financial statements do not necessarily reflect
what the Company's financial condition or results of operations would have been had the consummation of Transactions occurred
on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the
Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected
herein due to a variety of factors.
SMAAASH ENTERTAINMENT INC.
PRO FORMA BALANCE SHEET
(Unaudited)
Pro Forma
August 31, 2018 (Actual)
Adjustments
Pro Forma
ASSETS
Current Assets
Cash and cash equivalents
$
355,828
$
39,172
(a)
$
395,000
Restricted cash
7,617,616
(b)
7,617,616
Receivable - non-consolidated subsidiary
250,000
(c)
250,000
Prepaid expenses
81
81
Total Current Assets
355,909
7,906,788
8,262,697
Cash held in Trust Account
53,119,511
17,918
(a)
-
(53,137,429
)(d)
Investment in non-consolidated subsidiary
150,000
(e)
150,000
Deposit on future acquisition
20,437,473
(f)
20,437,473
Total Assets
$
53,475,420
$
(24,625,250
)
$
28,850,170
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Loan payable - Related party
$
85,238
$
85,238
Accrued expenses
182,807
(176,527
)(g)
6,280
Deferred legal fees
100,000
(80,000
)(g)
390,000
370,000
(h)
Total current liabilities
368,045
113,473
481,518
Deferred underwriting fees
1,820,000
(20,000
)(g)
1,800,000
Total Liabilities
2,188,045
93,473
2,281,518
Commitments
Common
stock subject to possible redemption, $0.0001 par value; 710,000 shares as of November 20, 2018 at redemption value
46,287,374
(39,032,068
)(i)
7,255,306
Stockholders'
equity
Preferred Stock - $0.0001 par value, 1,000,000
shares authorized; no shares issued and outstanding
-
-
-
Common Stock - $0.0001 par value; 20,000,000 shares authorized; 5,119,390 shares issued and outstanding (excluding 710,000 shares subject to possible redemption) as of November 20, 2018
225
287
(i)
512
Additional paid-in capital
5,013,621
7,617,616
(b)
21,515,084
6,758,352
(i)
2,125,495
(k)
Accumulated (deficit)
(13,845
)
(2,188,405
)(j)
(2,202,250
)
Total stockholders' equity
5,000,001
14,313,345
19,313,346
Total Liabilities and stockholders' equity
$
53,475,420
$
(24,625,250
)
$
28,850,170
See accompanying notes to the unaudited pro forma financial information.
SMAAASH ENTERTAINMENT INC.
PRO FORMA STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
Pro Forma
August 31, 2018
Adjustments
Pro Forma
Revenues
$
-
$
-
Operating expenses
General and administrative expenses
246,661
(250,000
)(c)
2,492,156
370,000
(h)
2,125,495
(k)
Loss from operations
(246,661
)
(2,245,495
)
(2,492,156
)
Other income:
Interest income
242,350
57,090
(a)
299,440
Loss before provision for taxes
(4,311
)
(2,188,405
)
(2,192,716
)
Income tax provision
-
-
-
Net loss
$
(4,311
)
$
(2,188,405
)
$
(2,192,716
)
Basic and diluted net loss per share
$
(0.00
)
$
-
$
(0.43
)
Weighted average number of common shares outstanding
2,253,168
5,119,390
See accompanying notes to the unaudited
pro forma financial information.
SMAAASH ENTERTAINMENT INC.
NOTES TO UNAUDITED PRO FORMA FINANCIAL
INFORMATION
Note 1 - Basis of presentation
The unaudited pro forma financial statements are based on the
Company and Smaaash's historical financial statements as adjusted to give effect to the consummation of Transactions. The
unaudited pro forma balance sheet and statement of operations as of August 31, 2018 gives effect to the consummation of Transactions
as if it had occurred on August 31, 2018.
Note 2 - Pro Forma Adjustments
The following adjustments have been reflected in the unaudited
pro forma financial information:
a)
Reflects the interest income deposited into Cash and cash equivalents and the Cash held in Trust Account.
b)
Reflects the transfer to the escrow account to cover amounts potentially owed to Polar and K2 under their respective stock
purchase agreements with the Company.
c)
According to the Subscription Agreement, Smaaash is obligated to pay the Company $250,000 for operations related to the master
franchise agreements, which has reduced the general and administrative expenses.
d)
Reflects redemption of 4,448,260 shares of common stock by Company stockholders.
e)
Reflects the Company's purchase of 300,000 shares of Smaaash.
f)
Reflects the issuance of 2,000,000 shares of common stock as a deposit regarding the Company's agreement with AHA Holdings
that within six months of the Transactions, Shripal Morakhia will transfer his full interest in Smaaash (100% owned by AHA Holdings)
to the Company which represents 33.6% investment in Smaaash.
g)
Reflects disbursements made from accrued expenses upon closing of the Transactions.
h)
Reflects additional accrued expenses.
i)
Reflects shares redeemed by Company stockholders.
j)
Reflects the change in accumulated deficit.
k)
Reflects 208,000 shares issued as consideration of consulting services provided.

EX - 99 . 2 13 s114256 _ ex99 - 2 . htm EXHIBIT 99 . 2 Exhibit 99 . 2 SMAAASH ENTERTAINMENT INC . UNAUDITED PRO FORMA FINANCIAL INFORMATION On November 20 , 2018 , the Company consummated the Transactions contemplated by the Subscription Agreement . The following unaudited pro forma financial statements are based on the Company 's historical financial statements to give effect to the closing of the consummation of Transactions on November 20 , 2018 . The unaudited pro forma income statements for the three months ended August 31 , 2018 give effect to the consummation of the Transactions as if it had occurred on August 31 , 2018 . The unaudited pro forma balance sheet as of August 31 , 2018 gives effect to the consummation of Transactions as if it had occurred on August 31 , 2018 . The unaudited pro forma financial information should be read in connection with the historical financial statements and notes thereto of the Company . Matters discussed in this unaudited pro forma financial information are subject to change , including any discussion of or impact , expressed or implied , on the Company 's anticipated operating results . The pro forma financial statements do not necessarily reflect what the Company 's financial condition or results of operations would have been had the consummation of Transactions occurred on the dates indicated . They also may not be useful in predicting the future financial condition and results of operations of the Company . The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors . SMAAASH ENTERTAINMENT INC . PRO FORMA BALANCE SHEET ( Unaudited ) Pro Forma August 31 , 2018 ( Actual ) Adjustments Pro Forma ASSETS Current Assets Cash and cash equivalents $ 355,828 $ 39,172 ( a ) $ 395,000 Restricted cash 7,617,616 ( b ) 7,617,616 Receivable - non - consolidated subsidiary 250,000 ( c ) 250,000 Prepaid expenses 81 81 Total Current Assets 355,909 7,906,788 8,262,697 Cash held in Trust Account 53,119,511 17,918 ( a ) - ( 53,137,429 ) ( d ) Investment in non - consolidated subsidiary 150,000 ( e ) 150,000 Deposit on future acquisition 20,437,473 ( f ) 20,437,473 Total Assets $ 53,475,420 $ ( 24,625,250 ) $ 28,850,170 LIABILITIES AND STOCKHOLDERS ' EQUITY Current Liabilities Loan payable - Related party $ 85,238 $ 85,238 Accrued expenses 182,807 ( 176,527 ) ( g ) 6,280 Deferred legal fees 100,000 ( 80,000 ) ( g ) 390,000 370,000 ( h ) Total current liabilities 368,045 113,473 481,518 Deferred underwriting fees 1,820,000 ( 20,000 ) ( g ) 1,800,000 Total Liabilities 2,188,045 93,473 2,281,518 Commitments Common stock subject to possible redemption , $ 0.0001 par value ; 710,000 shares as of November 20 , 2018 at redemption value 46,287,374 ( 39,032,068 ) ( i ) 7,255,306 Stockholders ' equity Preferred Stock - $ 0.0001 par value , 1,000,000 shares authorized ; no shares issued and outstanding - - - Common Stock - $ 0.0001 par value ; 20,000,000 shares authorized ; 5,119,390 shares issued and outstanding ( excluding 710,000 shares subject to possible redemption ) as of November 20 , 2018 225 287 ( i ) 512 Additional paid - in capital 5,013,621 7,617,616 ( b ) 21,515,084 6,758,352 ( i ) 2,125,495 ( k ) Accumulated ( deficit ) ( 13,845 ) ( 2,188,405 ) ( j ) ( 2,202,250 ) Total stockholders ' equity 5,000,001 14,313,345 19,313,346 Total Liabilities and stockholders ' equity $ 53,475,420 $ ( 24,625,250 ) $ 28,850,170 See accompanying notes to the unaudited pro forma financial information . SMAAASH ENTERTAINMENT INC . PRO FORMA STATEMENTS OF OPERATIONS ( UNAUDITED ) Three Months Ended Pro Forma August 31 , 2018 Adjustments Pro Forma Revenues $ - $ - Operating expenses General and administrative expenses 246,661 ( 250,000 ) ( c ) 2,492,156 370,000 ( h ) 2,125,495 ( k ) Loss from operations ( 246,661 ) ( 2,245,495 ) ( 2,492,156 ) Other income : Interest income 242,350 57,090 ( a ) 299,440 Loss before provision for taxes ( 4,311 ) ( 2,188,405 ) ( 2,192,716 ) Income tax provision - - - Net loss $ ( 4,311 ) $ ( 2,188,405 ) $ ( 2,192,716 ) Basic and diluted net loss per share $ ( 0 . 00 ) $ - $ ( 0 . 43 ) Weighted average number of common shares outstanding 2,253,168 5,119,390 See accompanying notes to the unaudited pro forma financial information . SMAAASH ENTERTAINMENT INC . NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION Note 1 - Basis of presentation The unaudited pro forma financial statements are based on the Company and Smaaash 's historical financial statements as adjusted to give effect to the consummation of Transactions . The unaudited pro forma balance sheet and statement of operations as of August 31 , 2018 gives effect to the consummation of Transactions as if it had occurred on August 31 , 2018 . Note 2 - Pro Forma Adjustments The following adjustments have been reflected in the unaudited pro forma financial information : a ) Reflects the interest income deposited into Cash and cash equivalents and the Cash held in Trust Account . b ) Reflects the transfer to the escrow account to cover amounts potentially owed to Polar and K2 under their respective stock purchase agreements with the Company . c ) According to the Subscription Agreement , Smaaash is obligated to pay the Company $ 250,000 for operations related to the master franchise agreements , which has reduced the general and administrative expenses . d ) Reflects redemption of 4,448,260 shares of common stock by Company stockholders . e ) Reflects the Company 's purchase of 300,000 shares of Smaaash . f ) Reflects the issuance of 2,000,000 shares of common stock as a deposit regarding the Company 's agreement with AHA Holdings that within six months of the Transactions , Shripal Morakhia will transfer his full interest in Smaaash ( 100 % owned by AHA Holdings ) to the Company which represents 33 . 6 % investment in Smaaash . g ) Reflects disbursements made from accrued expenses upon closing of the Transactions . h ) Reflects additional accrued expenses . i ) Reflects shares redeemed by Company stockholders . j ) Reflects the change in accumulated deficit . k ) Reflects 208,000 shares issued as consideration of consulting services provided .