Liquidity and Capital Resources
On March 8, 2021, we consummated the Initial Public Offering of 15,525,000 Units at $10.00 per Unit, generating gross proceeds of $155,250,000 as
described in Note 3 to the condensed financial statements. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,105,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private
placement transaction to the Sponsor, generating gross proceeds of $6,105,000 as described in Note 4 to the condensed financial statements.
Following the
Initial Public Offering, the full exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $155,250,000 was placed in the Trust Account. We incurred $8,983,426 in costs related to the Initial Public Offering,
consisting of $3,105,000 of underwriting fees, $5,433,750 of deferred underwriting fees and $444,676 of other offering costs.
For the period from
January 11, 2021 (inception) through March 31, 2021, cash used in operating activities was $1,100,642. Net loss of $344,946 was affected by formation costs paid by the Sponsor in exchange for issuance of Founder Shares of $5,000, a change
in the fair value of warrant liability of $44,766, transaction costs allocated to the Warrants of $208,973 and interest earned on marketable securities held in the Trust Account of $570. Changes in operating assets and liabilities used $1,013,828 of
cash for operating activities.
As of March 31, 2021, we had marketable securities held in the Trust Account of $155,250,570 (including approximately
$600 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. 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 income taxes payable), to complete our Business Combination. To the extent that our share capital 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.
As of March 31, 2021, we had cash of $1,474,682 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 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, the Sponsor or an affiliate of the Sponsor, or certain of the Companys executive officers and directors may, but are not obligated to,
loan the Company funds as may be required. If we complete a Business Combination, we would repay such Working Capital Loans. 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 Working Capital Loans but no proceeds from the Trust Account would be used for such repayment. Up to $2,000,000 of such Working Capital 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 Warrant.
We do not believe we will need to raise additional funds in order to meet
the expenditures required for operating our business. However, 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 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 the Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Off-Balance Sheet Arrangements
We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of
March 31, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of
facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed
any debt or commitments of other entities, or purchased any non-financial assets.
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