We expect to incur significant costs in the pursuit of our initial
Business Combination. We cannot assure you that our plans to raise
capital or to complete our initial Business Combination will be
successful.
Results of
Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any
revenues to date. Our only activities since inception have been
organizational activities, activities necessary to prepare for and
complete our Initial Public Offering, and activities related to
identifying a potential target for an initial business combination.
Since our Initial Public Offering, we have not generated any
operating revenues, and do not expect to generate any operating
revenues, until after completion of our initial business
combination. $220,999 of dividend and interest income has been
earned in the Trust Account from January 21, 2021 (inception)
through June 30, 2022. We will continue to generate
non-operating
income in the form of dividend and interest income on cash and cash
equivalents held in the Trust Account. We may withdraw interest
from the Trust Account to pay taxes, if any. As a result of being a
public company, we have incurred, and will continue to incur,
legal, financial reporting, accounting and auditing compliance
expenses, as well as due diligence expenses related to potential
targets.
For the three and six months ended June 30, 2022, we had a net
loss of $346,986 and $874,516, respectively, which consisted
primarily of general and administrative expenses and approximately
$266,000 in current tax expense.
Liquidity, Capital
Resources and Going Concern
Until the consummation of the Initial Public Offering, our only
source of liquidity was an initial purchase of Class B common
stock by the Sponsor and loans from our Sponsor.
On July 29, 2021, we consummated the Initial Public Offering
of 15,000,000 Units at a price of $10.00 per Unit, generating gross
proceeds of $150,000,000. Simultaneously with the closing of the
Initial Public Offering, we consummated the sale of 455,000 Private
Placement Units to the Sponsor at a price of $10.00 per Private
Placement Unit generating gross proceeds of $4,550,000. We incurred
$9,897,599 in transaction costs, including $3,000,000 of
underwriting fees, $1,186,448 representing the fair value of the
Founder Shares transferred from the Sponsor to certain investors as
an incentive to purchase the Units, underwriting fees of $5,250,000
that will be paid only if a business combination is entered into,
and $461,151 of other offering costs.
On August 3, 2021, the Underwriters exercised their option to
purchase 444,103 additional Units for the total amount of
$4,441,030 resulting from the partial over-allotment exercise. The
Company also issued 8,882 Private Placement Units, generating
additional $88,820 in gross proceeds. Transaction costs related to
the Underwriters’ partial over-allotment exercise amounted to
$247,506, consisting of $88,820 of underwriting fees, deferred
underwriting fees of $155,436 that will be paid only if a business
combination is entered into, and $3,250 of other offering
costs.
Following our initial public offering, the sale of the Private
Placement Units and the exercise of the over-allotment option, a
total of $154,441,030 was placed in the Trust Account, and we had
$1,550,000 of cash held outside of the Trust Account, after payment
of costs related to the Initial Public Offering, and available for
working capital purposes. As of June 30, 2022, the Company had
cash outside the Trust Account of $551,497 available for working
capital needs.
We intend to use substantially all of the funds held in the Trust
Account, including any amounts representing interest earned on the
Trust Account, excluding deferred underwriting commissions and
payments made for taxes, to complete our Business Combination. We
may withdraw interest from the Trust Account to pay taxes, if any.
To the extent that our share capital or debt is used, in whole or
in part, as consideration to complete a 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.
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,
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 complete a Business Combination, we may repay
such loaned amounts out of the proceeds of the Trust Account
released to us. In the event that a Business Combination does not
close, we may use a portion of the working capital held outside the
Trust Account to repay such loaned amounts, but no proceeds from
our Trust Account would be used for such repayment. up to
$1,500,000 of such loans may be convertible into placement units of
the post-business combination entity at a price of $10.00 per
placement unit at the option of the lender. The placement units
would be identical to the units.