Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 8, 2020 (inception) through September 30, 2021 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 September 30, 2021, we had net income of $615,201, which consists of change in fair value of warrant liability gain of $872,000 and interest earned on marketable securities held in Trust Account of $2,419, offset by formation and operational costs of $259,218.
For the nine months ended September 30, 2021, we had a net income of $2,141,624, which consists of change in fair value of warrant liability gain of $2,779,500 and interest earned on marketable securities held in Trust Account of $17,841, offset by formation and operational costs of $655,717.
For the period from September 8, 2020 (inception) through September 30, 2020, we had a net loss of $5,000, which consists of formation and operational costs.
Liquidity and Capital Resources
On December 17, 2020, we consummated the Initial Public Offering of 11,500,000 Units, at a price of $10.00 per Unit, which included the full exercise by the underwriter of its over-allotment option in the amount of 1,500,000 Units, generating gross proceeds of $115,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 5,450,000 Private Warrants to the Sponsor at a price of $1.00 per Private Warrant generating gross proceeds of $5,450,000.
Following the Initial Public Offering, the full exercise by the underwriters of their over-allotment option and sale of the Private Warrants, a total of $116,150,000 was placed in the Trust Account. We incurred $2,712,986 in transaction costs, including $2,300,000 of cash underwriting fees, and $412,986 of other offering costs.
For the nine months ended September 30, 2021, cash used in operating activities was $473,045. Net income of $2,141,624 was affected by change in fair value of warrant liability of $2,779,500 interest earned on marketable securities held in Trust Account of $17,841. Changes in operating assets and liabilities provided $182,672 of cash for operating activities.
For the period from September 8, 2020 (inception) through September 30, 2021, cash used in operating activities was $0. Net loss of $5,000 was affected by the formation cost paid by Sponsor in exchange for issuance of founder shares.
As of September 30, 2021, we had marketable securities held in the Trust Account of $116,169,750 (including approximately $17,841 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of September 30, 2021, we had cash of $780,157. 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, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we