February 9, 2022 and on or prior to the date of the warrant, with
an exercise price reflective of an implied equity value for
Essentium of $500,000,000 as of the date of the warrant and (iv) if
Essentium has not consummated a Sale of the Company on or prior to
March 8, 2023, and we determine to redeem our public shares and
liquidate or dissolve on or after March 8, 2023 (and do not
withdraw such determination), an amount equal to $2,000,000.
For the nine months ended September 30, 2022, we received cash
payments under the Termination Agreement totaling $3,150,799.
Results of Operations
We have neither engaged in any operations nor generated any
revenues to date. Our only activities from December 7, 2020
(inception) through September 30, 2022 were organizational
activities, those necessary to consummate 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 and gains 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 changes
in the fair value of the warrant liabilities and for due diligence
and transaction expenses.
For the three months ended September 30, 2022, we had net income of
$2,904,047, which consists of a change in fair value of warrant
liabilities of $382,953, unrealized gain on marketable securities
held in Trust Account of $49,512, interest earned on marketable
securities held in Trust Account of $1,610,430 and termination fee
of $3,150,799, offset by operational costs of $1,332,467 and
provision for income taxes of $957,180.
For the nine months ended September 30, 2022, we had net income of
$14,042,265, which consists of a change in fair value of warrant
liabilities of $14,393,225, interest earned on marketable
securities held in Trust Account of $1,744,350 and termination fee
of $3,150,799, offset by operational costs of $4,288,929 and
provision for income taxes of $957,180.
For the three months ended September 30, 2021, we had net income of
$4,376,794, which consists of a change in fair value of warrant
liabilities of $5,857,667 and interest and gains earned on
marketable securities held in Trust Account of $4,440, offset by
operational costs of $1,485,313.
For the nine months ended September 30, 2021, we had net income of
$124,384, which consists of operational costs of $3,214,693, offset
by a change in fair value of warrant liabilities of $3,322,667, and
interest earned on marketable securities held in Trust Account of
$16,410.
Liquidity and Capital
Resources
For the nine months ended September 30, 2022, cash provided by
operating activities was $1,133,779. Net income of $14,042,265 was
affected by change in fair value of warrant liabilities of
$14,393,225 and interest earned on marketable securities held in
Trust Account of $1,744,350. Net changes in operating assets and
liabilities provided $3,229,089 of cash for operating
activities.
For the nine months ended September 30, 2021, cash used in
operating activities was $1,436,304. Net income of $124,384 was
affected by interest earned on marketable securities held in Trust
Account of $16,410, a change in fair value of the warrant
liabilities of $3,322,667, and transaction costs associated with
the Initial Public Offering of $428,394. Net changes in operating
assets and liabilities provided $1,349,995 of cash for operating
activities.
As of September 30, 2022, we had marketable securities held in the
Trust Account of $346,408,540 (including $1,744,350 of interest
income) consisting of mutual funds which invest primarily in U.S.
Treasury Bills with a maturity of 185 days or less. Interest income
on the balance in the Trust Account may be used by us to pay taxes.
Through September 30, 2022, we have withdrawn $359,509 of interest
earned from the Trust Account.
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 capital stock 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.