As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is of no further force and effect and none of the Contracting Parties shall have any further liability thereunder, with the exception of (i) the agreements contained in Section 9.9(a) (Communications; Press Release; SEC Filings), Section 9.10 (Expenses), Section 13.2 (Effect of Termination) and Article XIV (Miscellaneous) of the Business Combination Agreement, (ii) any corresponding definitions to the foregoing clause (i) set forth in Section 1.1 (Certain Definitions) of the Business Combination Agreement and (iii) the Confidentiality Agreement, dated as of February 8, 2021, by and between the Company and OP Group, each of which shall each survive the termination of the Business Combination Agreement and continue in full force and effect in accordance with their respective terms. Neither party will be required to pay the other a termination fee as a result of the mutual decision to enter into the Termination Agreement.
The termination of the Business Combination Agreement also terminates and makes void the Transaction Support Agreement (as defined in the Business Combination Agreement) and the Sponsor Letter Agreement (as defined in the Business Combination Agreement), each of which were executed concurrently with the Business Combination Agreement.
The foregoing descriptions of the Business Combination Agreement, the Termination Agreement, the Transaction Support Agreement, and the Sponsor Letter Agreement are not complete and are qualified in their entirety by reference to and the terms and conditions of, respectively, (i) the Business Combination Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K on July 21, 2021, (ii) Amendment No. 1 to Business Combination Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K on December 30, 2021, (iii) the Termination Agreement, and the terms of which are incorporated by reference herein, (iv) the Transaction Support Agreement, a copy of which was previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K on July 21, 2021, and (v) the Sponsor Letter Agreement, a copy of which was previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K on July 21, 2021.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through March 31, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Blocker and OP Group. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account and non-operating income or expenses from the changes in fair value of 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 in connection with searching for, and completing, a Business Combination.
For the three months ended March 31, 2022, we had a net income of $5,641,653, which consisted of a change in fair value of warrant liabilities of $5,987,100 and income earned on our marketable securities held in the Trust Account of $26,243, partially offset by operational costs of $371,690.
For the three months ended March 31, 2021, we had a net income of $5,326,032, which consisted of a change in fair value of warrant liabilities of $6,453,500 and income earned on our marketable securities held in the Trust Account of $10,317, partially offset by transaction costs allocable to warrant liabilities of $727,230 and operational costs of $410,555.
Liquidity and Capital Resources
On February 4, 2021, we consummated the Initial Public Offering of 27,600,000 Units, at a price of $10.00 per Unit, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, generating gross proceeds of $276,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,550,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant generating gross proceeds of $6,550,000.
For the three months ended March 31, 2022, cash used in operating activities was $250,123. Net income of $5,641,653 was affected by interest earned on marketable securities held in the Trust Account of $26,243 and the change in fair value of warrant liabilities of $5,987,100. Changes in operating assets and liabilities provided $121,567 of cash for operating activities.
For the three months ended March 31, 2021, cash used in operating activities was $158,444. Net income of $5,326,032 was affected by interest earned on marketable securities held in the Trust Account of $10,317, the change in fair value of warrant liabilities of $6,453,500