On September 10, 2021, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, dated September 7, 2021, between the Company and the Sponsor (the “Private Warrant Purchase Agreement”), we completed the private sale (the “Private Placement”) of 8,000,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds of $8,000,000. On September 27, 2021, simultaneously with the sale of the Over-allotment Units, we completed a private placement with the Sponsor for an additional 210,000 warrants at a price of $1.00 per warrant (the “Additional Private Placement Warrants”), generating gross proceeds to the Company of $210,000. The total gross proceeds following the sale of the Additional Private Placement Warrants is $8,210,000.
A total of $158,570,000, comprised of $153,860,000 of the net proceeds from the Initial Public Offering (including the Over-allotment Units) and $4,710,000 of the proceeds of the sale of the Private Placement Warrants (including the Additional Private Placement Warrants) has been deposited in a U.S. based trust account (the “Trust Account”) maintained by American Stock Transfer & Trust Company, LLC, acting as trustee.
Further, we expect to incur significant costs in the pursuit of our initial Business Combination plans. We cannot assure you that we will identify any suitable target candidates or, if identified, that we will be able to complete the acquisition of such candidates on favorable terms or at all.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to effectuate the Initial Public Offering. We will not generate any operating revenues until after completion of our initial Business Combination. We will generate non-operating revenue in the form of interest income on cash and cash equivalents. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective Business Combination candidates.
For the nine months ended September 30, 2022, we had a net loss of $791,149, which consisted of $1,332,573 in general and administrative expenses, $146,987 in franchise tax expense and $151,441 in income tax expense, offset by a $839,852 gain on marketable securities (net), dividends and interest, held in Trust Account.
For the three months ended September 30, 2022, we had net income of $42,960, which consisted of a $614,597 gain on marketable securities (net), dividends and interest, held in Trust Account, offset by $417,031 in general and administrative expenses, $32,329 in franchise tax expense and $122,277 in income tax expense.
For the period from March 12, 2021 (inception) through September 30, 2021, we had a net loss of $215,417, which consisted of $86,290 of formation costs, $79,577 in general and administrative expenses and $50,000 in franchise tax expense, offset by a $450 gain on marketable securities (net), dividends and interest, held in Trust Account.
For the three months ended September 30, 2021, we had a net loss of $205,417, which consisted of $76,290 of formation costs, $79,577 in general and administrative expenses and $50,000 in franchise tax expense, offset by a $450 gain on marketable securities (net), dividends and interest, held in Trust Account.
Liquidity and Capital Resources
As of September 30, 2022 we had cash of $228,059 outside of the Trust Account, and working capital of $337,839. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, and structure, negotiate and complete a Business Combination.