Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from October 29, 2020 (inception) through June 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below,and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2022, we had a net income of $2,107,560, which consists of change in fair value of warrant liability of $2,102,866 and interest earned on marketable securities held in Trust Account of $619,444, offset by unrealized loss on marketable securities held in the Trust Account of $151,612, a provision for income taxes of $152,697 and operating costs of $310,441.
For the six months ended June 30, 2022, we had a net income of $3,718,217, which consists of change in fair value of warrant liability of $4,060,279 and interest earned on marketable securities held in Trust Account of $676,360, offset by unrealized loss on marketable securities held in the Trust Account of $154,624, a provision for income taxes of $152,697 and operating costs of $711,101.
For the three months ended June 30, 2021, we had a net loss of $3,228,493, which consists of operating costs of $161,221, change in fair value of warrant liability of $3,091,205, offset by a change in fair value of over-allotment liability of $12,598, and interest earned on marketable securities held in Trust Account of $11,335.
For the six months ended June 30, 2021, we had a net loss of $3,168,014, which consists of operating costs of $306,377, change in fair value of warrant liability of $2,603,120, warranty transactions costs of $402,827, offset by change in representative share transactions costs $68,476, Change in fair value of over-allotment liability $196,475, and interest earned on marketable securities held in Trust Account of $16,311.
Liquidity and Capital Resources
On March 8, 2021, we consummated the Initial Public Offering of 30,000,000 Units at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 805,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor and EarlyBirdCapital, generating gross proceeds of $8,050,000.
On March 12, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 1,700,000 Units issued for an aggregate amount of $17,000,000. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 34,000 Private Placement Units at $10.00 per Private Placement Units, generating total proceeds of $340,000.
Following the Initial Public Offering, the partial exercise of the over-allotment option, and the sale of the Private Placement Units, total of $17,000,000 was deposited into the Trust Account. We incurred $18,140,741 in Initial Public Offering related costs, including $6,340,000 of cash underwriting fees, 11,095,000 of deferred underwriting fees and $705,741 of other offering costs.
For the six months ended June 30, 2022, cash used in operating activities was $399,787. Net income of $3,718,217 was affected by a change in fair value of warrant liability of $4,060,279 and interest earned on marketable securities held in the Trust Account of $676,360, and unrealized loss on marketable securities held in Trust Account of $154,624. Changes in operating assets and liabilities provided $464,011 of cash for operating activities.
For the six months ended June 30, 2021, cash used in operating activities was $537,580. Net loss of $3,168,014 was affected interest earned on marketable securities held in the Trust Account of $16,311, Change in fair value of over-allotment liability $196,475, change in fair value of warrant liability of $2,603,120, transaction costs allocable to representative shares of $68,476, and transaction costs allocable to warrant liabilities $402,827. Changes in operating assets and liabilities provided $231,203 of cash for operating activities.