SuperBac is a pioneering biotechnology company in the Brazilian market with an established platform to promote the substitution of harmful synthetic chemicals for more sustainable, biologically-based alternatives. With over two decades of experience in the research, development, manufacture, and distribution of biologically-based blends of naturally-occurring, non-GMO microorganisms for use in a wide variety of agricultural, industrial and household applications, SuperBac’s unique, proprietary and multi-disciplinary biotech development platform is capable of identifying, isolating and testing the properties of various strains of bacteria for commercial and domestic applications, which it then uses to create new solutions that can be manufactured at an industrial scale. SuperBac believes that it is well-positioned for further expansion as a national leader in crop nutrition and poised for diversification into crop protection and other industry sectors.
For more information about the Business Combination Agreement and the proposed SuperBac Business Combination, see our Current Reports on Form 8-K filed with the SEC on April 25, 2022, June 2 , 2022 and July 11, 2022, and the preliminary prospectus/proxy statement included in the Registration Statement on Form F-4 (File No. 333-266094) that PubCo filed with the SEC, relating to the proposed SuperBac Business Combination. Unless specifically stated, this Quarterly Report on Form 10-Q does not give effect to the proposed SuperBac Business Combination and does not contain the risks associated with the proposed SuperBac Business Combination. Such risks and effects relating to the proposed SuperBac Business Combination were included in the preliminary prospectus/proxy statement included in the Registration Statement on Form F-4 (File No. 333-266094) that PubCo filed with the SEC relating to the proposed SuperBac Business Combination.
Results of Operations
We have neither engaged in any significant business operations nor generated any revenues to date. All activities to date relate to our formation and Initial Public Offering and since then to the search for a target business. We will not generate any operating revenues until after the completion of our Business Combination, at the earliest. We will generate non-operating income in the form of interest income from the proceeds derived from our Initial Public Offering and will recognize other income and expense related to the change in fair value of our warrant liabilities. 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. We have selected December 31 as our fiscal year end.
For the three months ended September 30, 2022, we had a net loss of $551,852, which consisted entirely of $1,697,156 in operating, general and administrative expenses, offset by a $158,804 gain on the fair value of warrant liabilities, a $971,818 gain on investments held in the Trust Account and a $14,682 foreign exchange gain. For the nine months ended September 30, 2022, we had a net income of $1,107,826, which consisted of a $4,146,517 gain on the fair value of warrant liabilities, a $1,273,925 gain on investments held in the Trust Account and a $25,543 foreign exchange gain, offset by $4,338,159 in operating, general and administrative expenses.
For the three months ended September 30, 2021, we had a net income of $4,446,228 which consisted of a $5,553,385 gain on the fair value of warrant liabilities and a $2,008 gain on securities held in trust, offset by $589,667 in operating, general and administrative expenses and a $519,498 offering expense allocated to warrant issuance. For the period from March 11, 2021 (inception) through September 30, 2021, we had a net income of $4,434,975, which consisted of a $5,553,385 gain on the fair value of warrant liabilities and a $2,008 gain on securities held in trust, offset by $600,920 in operating, general and administrative expenses and a $519,498 offering expense allocated to warrant issuance.
Liquidity, Capital Resources and Going Concern
As of September 30, 2022, we had cash outside the Trust Account of $231,010, available for working capital needs. All remaining cash was held in the Trust Account and is generally unavailable for our use, prior to our initial Business Combination.
On August 3, 2021, we completed the sale of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000.
Simultaneous with the closing of our Initial Public Offering, we completed the sale of 4,000,000 Private Warrants at a price of $1.50 per Private Unit in a private placement to XPAC Sponsor, LLC, generating gross proceeds of $6,000,000.
On August 19, 2021, the underwriter purchased an additional 1,961,131 of our Units at $10.00 per Unit, generating additional gross proceeds of $19,611,310 to us. In addition, we sold an additional 261,485 Private Warrants to the Sponsor.