Liquidity and Capital Resources
Until the consummation of the initial public offering, our only source of liquidity was an initial purchase of Class B ordinary shares by the Sponsor and loans from our Sponsor.
For the nine months ended September 30, 2021, we had a net income of $ 2,162,712 that was affected by the non-cash gain on the change in fair value of the Warrants of $ 2,831,668, loss from offering cost expenses allocated to warrants of $205,898, interest earned on investments held in the Trust Account of $ 7,046 and changes in operating assets and liabilities which used $ 177,189 of cash from operating activities.
As of September 30, 2021, we had cash of $1,584,979 held outside the Trust Account.
As of September 30, 2021, we had cash and U.S. money market funds of $92,007,046 held in 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 taxes paid and deferred underwriting commissions) to complete our initial Business Combination.
On February 18, 2021, we consummated the initial public offering of 9,200,000 units, which included the full exercise of the underwriter’s option to purchase up to an additional 1,200,000 units at the initial public offering price to cover over-allotments, at a price of $10.00 per unit, generating gross proceeds of $92,000,000.
Simultaneously with the closing of our initial public offering (“IPO”) and the over-allotment option, the Company consummated the sale of 5,022,222 Private Placement Warrants (the “Private Placement Warrants”) to the Sponsor and Maxim Partners LLC (3,642,222 Private Placement Warrants to the Sponsor and 1,380,000 to Maxim Partners LLC) at a price of $0.90 per Private Placement Warrant, generating total gross proceeds of $4,520,000.
Also, simultaneously with the closing of the IPO, the Company issued to designees of Maxim Partners LLC 92,000 shares of Class A ordinary shares (the “representative shares”). The Company estimated the fair value of the stock to be $920 based upon the price of the founder shares issued to the Sponsor. The representative shares were treated as underwriters’ compensation and charged directly to shareholders’ equity.
Following the initial public offering and the private placement, a total of $92,000,000 was placed in the trust account. We incurred $4,632,181 in transaction costs, including $1,840,000 of underwriting discount, $2,300,000 of deferred underwriting discount, the fair value of the representative shares of $920 and $537,181 of other cash offering costs.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account to complete our business combination. We may withdraw interest to pay taxes. 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.
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 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 $2,000,000 of such loans may be convertible into warrants, at a price of $.90 per warrant, at the option of the lender.