Liquidity and Capital Resources
On July 20, 2020, we consummated the Initial Public Offering
of 25,300,000 Units, inclusive of the underwriter’s election to
fully exercise its option to purchase an additional 3,300,000
Units, at a price of $10.00 per Unit, generating gross proceeds of
$253,000,000. Simultaneously with the closing of the Initial Public
Offering, we consummated the sale of 7,060,000 Private Placement
Warrants to the Sponsor at a price of $1.00 per Private Placement
Warrant, generating gross proceeds of $7,060,000.
Following the Initial Public Offering, the exercise of the
over-allotment option in full and the sale of the Private Placement
Warrants, a total of $253,000,000 was placed in the Trust Account.
We incurred $14,528,328 in transaction costs, including $5,060,000
of underwriting fees, $8,855,000 of deferred underwriting fees and
$613,328 of other costs.
For the three months ended March 31, 2022, net cash used in
operating activities was $249,967. Net income of $5,706,488 was
affected by interest earned on marketable securities of $22,557 and
a change in fair value of warrant liabilities of $6,975,369.
Changes in operating assets and liabilities provided $1,041,471 of
cash from operating activities.
For the three months ended March 31, 2021, net cash used in
operating activities was $120,754. Net income of $4,951,213 was
affected by interest earned on marketable securities of $6,239 and
a change in fair value of warrant liabilities of $5,124,600.
Changes in operating assets and liabilities provided $58,872 of
cash from operating activities.
As of March 31, 2022, we had marketable securities held in the
Trust Account of $253,060,073. We intend to use substantially all
of the funds held in the Trust Account, including any amounts
representing interest earned on the Trust Account, which interest
shall be net of taxes payable and excluding deferred underwriting
commissions, to complete our Business Combination. We may withdraw
interest from the Trust Account to pay taxes, if any. Through March
31, 2022, we have not withdrawn any interest from the Trust
Account. To the extent that our share capital or debt is used, in
whole or in part, as consideration to complete a Business
Combination, the remaining proceeds held in the Trust Account after
any redemptions will be used as working capital to finance the
operations of the target business or businesses, make other
acquisitions and pursue our growth strategies.
As of March 31, 2022, we had cash of $299,825 held outside of the
Trust Account. 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, structure, negotiate and complete a Business
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
$1,500,000 of such loans may be convertible into warrants, at a
price of $1.00 per warrant, at the option of the lender. The
warrants would be identical to the Private Placement Warrants. As
of March 31, 2022, there were no amounts drawn.
On August 11, 2021, the Sponsor committed to provide the Company an
aggregate of $150,000 in loans for working capital purposes. On
February 21, 2022, the Sponsor committed to provide the Company
with an additional $755,000 in loans for working capital purposes,
bring the total commitment amount to $905,000. These loans will be
non-interest bearing, unsecured and will be repaid upon the
consummation of a business combination. If the Company does not
consummate a business combination, all amounts loaned to the
Company in connection with these loans will be forgiven except to
the extent that the Company has funds available to it outside of
its Trust Account. As of March 31, 2022 and through filing date of
this Quarterly Report on Form 10-Q, no amount was drawn under this
Management intends to draw down on these loans, as necessary, to
create cash inflows for working capital purposes.
If our estimate of the costs of identifying a target business,
undertaking in-depth due diligence and negotiating a Business
Combination are less than the actual amount necessary to do so, we
may have insufficient funds available to operate our business prior
to our initial Business Combination. Moreover, we may need to
obtain additional financing either to complete our Business
Combination or because we become obligated to redeem a significant
number of our Public Shares upon completion of our Business
Combination, in which case we may issue additional securities or
incur debt in connection with such Business Combination.