Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 - Related Party Transactions Founder Shares On September 9, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 10,062,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In December 2020, the Sponsor transferred 30,000 Founder Shares to each of the Company’s directors and 90,000 shares in the aggregate to the Company’s strategic advisors. The Sponsor agreed to forfeit up to 1,312,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on January 12, 2021 to purchase an addition of 2,500,000 Units, with the remaining portion of the over-allotment option expiring at the conclusion of the 45-day option period. As a result of the expiration of the remaining over-allotment option, 687,500 Founder Shares were forfeited. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. On September 5, 2023, (i) the Company, the Sponsor and New Vista Private Capital II, LLC, the (“Consultant”), entered into an agreement for consulting services related to the Merger Agreement dated January 12, 2023 (the “Independent Consultant Agreement”) and (ii) the Consultant, Leo Founders II Limited, an exempted company incorporated in the Cayman Islands (the “Assignor”), Leo Investors GP II Limited, an exempted company incorporated in the Cayman Islands, and the Sponsor, entered into an Assignment Agreement (the “Assignment Agreement”), pursuant to which, (a) the Assignor agreed to contribute an aggregate of $10,025,000 by way of capital contribution to the Sponsor, and (b) in exchange for the completion of the work product described above, and subject to the successful consummation of the business combination, in lieu of the consideration provided for in the term sheet, the Assignor agreed to assign to the Consultant an economic interest equal to twenty percent (20%) of the Assignor’s Class B-1 Interests only in the Sponsor (after giving effect to any forfeitures or transfers by the Sponsor to any other persons or entities) (the “Assigned Interest”), upon the terms and subject to the conditions set forth in the Assignment Agreement. As such, upon the consummation of the business combination, following the forfeiture of 4,597,500 Founder Shares immediately prior to the closing of the business combination and assuming there have been no additional forfeitures or transfers by the Sponsor to any other persons or entities, the Consultant will hold an Assigned Interest equivalent to 919,500 shares of the post-business combination company. The Founder Shares will automatically convert into Class A Ordinary Shares at the time of the business combination on a one-for-one basis, subject to adjustment as described in the Company’s certificate of incorporation and will be transferred to the Consultant at expiry of the lock-up period. The assignment of the interest in Founder Shares to the Company’s consultant is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the indirect interest in 919,500 Founder Shares granted to the Company’s consultant was $0 or $0 p er share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a business combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of September 30, 2023, the Company determined that a business combination was not sufficiently certain to be considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a business combination is considered probable (i.e., upon consummation of a business combination) in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. Related Party Loans On September 8, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non-interest bearing and payable upon the completion of the Initial Public Offering. On January 12, 2021, the Company borrowed approximately $169,000 under the Note. The Company repaid the Note in full on January 19, 2021. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. On January 12, 2023, in connection with the First Articles Amendment, the Company issued the Extension Funding Promissory Note to the Sponsor for the extension payments and the Sponsor funded the initial principal amount of $720,000. The Extension Funding Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Extension Funding Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Extension Funding Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the Extension Funding Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company. As of October 3, 2023, in connection with the Secured Notes (as defined below) transaction, the Company’s board cancelled and waived payment of the Extension Funding Promissory Note. As of December 31, 2022, the Company had $0 of borrowings under the Extension Funding Promissory Note. On October 16, 2023, in connection with the Second Articles Amendment, the Company issued an unsecured promissory note in the total principal amount of up to $2,880,000 (the “Second Extension Funding Promissory Note”) to the Sponsor. The Second Extension Funding Promissory Note does not bear interest and matures upon the Closing. In the event that the Company does not consummate a business combination by the extended termination date, the Second Extension Funding Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. Up to $1,500,000 of the total principal amount of the Second Extension Funding Promissory Note may be converted, in whole or in part, at the option of the Sponsor into warrants of New World View at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. To date, the Company has borrowed $240,000 under the Second Extension Funding Promissory Note, which funds have been deposited into the Trust Account. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company commencing with the closing of the Initial Public Offering. Upon completion of the initial b usiness c ombination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $30,000 and $90,000 in expenses in connection with such services for the three and nine months ended September 30, 2023, respectively, as reflected in the accompanying condensed consolidated statements of operations. The Company incurred approximately $30,000 and $90,000 in expenses in connection with such services for the three and nine months ended September 30, 2022, respectively, as reflected in the accompanying condensed consolidated statements of operations. As of September 30, 2023 and December 31, 2022, there were $170,000 and $80,000 outstanding, respectively, included in accounts payable—related party in the accompanying condensed consolidated balance sheets. In addition, the Company will reimburse the Sponsor for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf. The Company’s board will review all payments that were made by the Sponsor, officers, directors of the Company or their affiliates and will determine which expenses will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on behalf of the Company. For the three months ended September 30, 2023, and 2022, the Company recorded approximately $2,200 and $0, respectively, in expenses in connection with compliance services with the related party. For the nine months ended September 30, 2023, and 2022, the Company recorded approximately $59,700 and $0, respectively, in expenses in connection with compliance services with the related party. As of September 30, 2023, and December 31, 2022, there were approximately $236,000 and $177,000, respectively, of outstanding accrued expenses—related party, as reflected in the accompanying condensed consolidated balance sheets. Accounts Payable – Related Party As of September 30, 2023, and December 31, 2022, $1,201,409 and $363,744, respectively, are payable to an affiliate of the Sponsor for payments made on the Company’s behalf. These amounts are included in the accounts payable, as reflected in the accompanying condensed consolidated balance sheets. World View Subscription Agreement On September 13, 2023, World View, as described above, and affiliates of the Sponsor (the “Subscribers”) entered into a subscription agreement, whereby World View issued an aggregate of 32,708,069 shares of World View common stock to the Subscribers, and, subject to the consummation of the business combination, the Sponsor agreed to forfeit for no consideration 4,597,500 Founder Shares immediately prior to the consummation of the transactions contemplated under the Business Combination Agreement, as described in Note 1.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

Leo Holdings Corp. II 10-Q