We have 24 months from the closing of the Initial Public Offering, or September 18, 2022 (or 27 months, or December 18, 2022, if we have executed a letter of intent, agreement in principle or definitive agreement for the Partnering Transaction within 24 months) to complete its initial Partnering Transaction (the “Partnering Period”). If we do not complete a Partnering Transaction within this period of time (and stockholders do not approve an amendment to the certificate of incorporation to extend this date), we will (i) cease all operations except for the purpose of winding up, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, of $25.00, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
Our entire activity since inception through September 30, 2021 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial Partnering Transaction. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial Partnering Transaction. We will generate
non-operating
income in the form of interest income on investments held in Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended September 30, 2021, we had net income of approximately $1.1 million, which consisted of approximately $1.5 million gain from change in fair value of warrant liabilities and approximately $10,000 interest income from investments held in Trust Account, partially offset by $308,000 in general and administrative costs, $180,000 in related party administrative fee and approximately $50,000 of franchise tax expense.
For the three months ended September 30, 2020, we had net income of approximately $1.2 million, which consisted of approximately $1.5 million gain from change in fair value of warrant liabilities and approximately $1,000 interest income from investments held in Trust Account, partially offset by $45,000 in general and administrative costs and approximately $50,000 of franchise tax expense.
For the nine months ended September 30, 2021, we had net income of approximately $1.3 million, which consisted of approximately $2.4 million gain from change in fair value of warrant liabilities and approximately $31,000 interest income from investments held in Trust Account, partially offset by $849,000 in general and administrative costs, $180,000 in related party administrative fee and approximately $150,000 of franchise tax expense.
For the period from June 22, 2020 (inception) through June 30, 2020, we had net income of approximately $1.2 million, which consisted of approximately $1.5 million gain from change in fair value of warrant liabilities and approximately $1,000 interest income from investments held in Trust Account, partially offset by $52,000 in general and administrative costs and approximately $54,000 of franchise tax expense.
Liquidity and Capital Resources
As of September 30, 2021, we had approximately $189,000 in our operating bank account, working capital deficit of approximately $39,000. Interest income on the balance in the Trust Account may be used by us to pay franchise and income tax obligations. We intend to use substantially all of the funds held in the Trust Account to complete the initial Partnering Transaction and to pay our expenses relating thereto. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete the initial Partnering Transaction, 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.
Our liquidity needs up to the closing of the Initial Public Offering and the sale of Private Placement CAPS
™
had been satisfied through a capital contribution of $25,000 from our Sponsor to purchase Class F and Class B common stock, a loan under our note agreement with our Sponsor of approximately $171,000 (the “Note”) to cover for offering costs in connection with the Initial Public Offering, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. We fully repaid the Note on September 22, 2020. In addition, in order to finance transaction costs in connection with a Partnering Transaction, our officers, directors and initial stockholders may, but are not obligated to, provide us Working Capital Loans. As of September 30, 2021 and December 31, 2020, we had $180,000 and $0 note outstanding under the Working Capital Loans, respectively.