All of our activity from April 19, 2021 (inception) through
June 30, 2022, was in preparation for our initial public
offering, and since our initial public offering, our activity has
been limited to the search for a prospective initial Business
Combination. We will not generate any operating revenues until the
closing and completion of our initial Business Combination.
For the three months ended June 30, 2022, we had income of
$1,494,631, which consisted of a gain on change in fair value of
warrant liabilities of $1,527,600, interest income from marketable
securities held in trust account of $368,774, offset by formation
and operating costs of $401,743.
For the six months ended June 30, 2022, we had income of
$7,375,172, which consisted of a gain on change in fair value of
warrant liabilities of $8,262,960, interest income from marketable
securities held in trust account of $386,945, offset by formation
and operating costs of $1,274,733.
For the period from April 19, 2021 (inception) to
June 30, 2021, we had a loss of $13,703, which consisted of
formation and operating costs.
Liquidity and Capital Resources
As of June 30, 2022, the Company had cash of $947,477 and owes
$995,805 in accrued offering costs and expenses and an additional
$255,539 to related parties.
Prior to the completion of our initial public offering, our
liquidity needs had been satisfied through a capital contribution
from the Sponsor of $25,000 and a loan to us of up to $300,000 by
our Sponsor under an unsecured promissory note, which had an
outstanding balance of $171,346 at June 30, 2022. In addition,
in order to finance transaction costs in connection with a Business
Combination, our Sponsor, an affiliate of our Sponsor or certain of
our officers and directors may, but are not obligated to, provide
us Working Capital Loans. As of June 30, 2022, there were no
amounts outstanding under any Working Capital Loans.
Based on the foregoing, management believes that we will not have
sufficient working capital and borrowing capacity to meet our needs
through the earlier of the consummation of a Business Combination
or one year from this filing. Over this time period, we will be
using these funds for paying existing accounts payable, identifying
and evaluating prospective initial Business Combination candidates,
performing due diligence on prospective target businesses, paying
for travel expenditures, selecting the target business to merge
with or acquire, and structuring, negotiating and consummating the
In connection with the Company’s assessment of going concern
considerations in accordance with ASC Subtopic
“Presentation of Financial Statements – Going Concern”, the Company
has until January 22, 2023 (unless extended) to consummate a
Business Combination. If a Business Combination is not consummated
by this date and an extension not obtained, there will be a
mandatory liquidation and subsequent dissolution of the Company.
Although the Company intends to consummate a Business Combination
on or before January 22, 2023, it is uncertain whether the
Company will be able to consummate a Business Combination by this
time. Management has determined that the mandatory liquidation,
should a Business Combination not occur and an extension is not
obtained, as well as the potential for us to have insufficient
funds available to operate our business prior to a Business
Combination, and potential subsequent dissolution, raises
substantial doubt about the Company’s ability to continue as a
going concern. It is uncertain whether the Company will be able to
consummate a Business Combination or obtain an extension by this
time. No adjustments have been made to the carrying amounts of
assets or liabilities should the Company be required to liquidate
after January 22, 2023.
Other than the below, we do not have any long-term debt
obligations, capital lease obligations, operating lease
obligations, purchase obligations or long-term liabilities.
We granted the underwriters a
option to purchase up to 3,600,000 additional Units to cover
over-allotments, if any, at our initial public offering price less
the underwriting discounts and commissions. The underwriters
exercised the full over-allotment at the consummation of our
initial public offering on October 22, 2021.
The underwriters earned an underwriting discount of two percent
(2%) of the gross proceeds of our initial public offering, or
$5,520,000, which we paid in cash at closing of the Public
Additionally, the underwriters are entitled to a deferred
underwriting discount of 3.5% of the gross proceeds of our initial
public offering upon the completion of our initial Business
Secretarial and Administrative Services
Commencing on the date that our securities are first listed on the
NASDAQ through the earlier of consummation of our initial Business
Combination and the liquidation, we are expected to pay our Sponsor
a total of $10,000 per month for office space, utilities,
secretarial support and administrative services. As of
June 30, 2022, we had incurred $84,193 pursuant to this
agreement, which was accrued in “Due to related party”.