For the three months ended September 30, 2022, the Company had a net loss of approximately $0.16 million, which consisted of dividend income of approximately $0.58 million and change in fair value of warrant liabilities of approximately $0.01 million, offset by franchise tax expense of approximately $0.05 million, income tax expense of $0.09 million and operating costs of approximately $0.61 million.
For the three months ended September 30, 2021, the Company had a net loss of approximately $0.06 million, which consisted of dividend income of $1,653, offset by change in fair value of warrant liabilities of approximately $0.05 million and formation and operating costs of approximately $0.11 million.
For the nine months ended September 30, 2022, the Company had a net loss of approximately $0.47 million, which consisted of dividend income of approximately $0.77 million, change in fair value of warrant liabilities of approximately $0.11 million and other income of $5,000, offset by franchise tax expense of approximately $0.15 million, income tax expense of $0.09 million and operating costs of approximately $1.11 million.
For the period from January 15, 2021 (commencement of operations) through September 30, 2021, the Company had a net loss of approximately $0.26 million, which consisted of dividend income of $6,745, offset by change in fair value of warrant liabilities of approximately $0.03 million, warrant transaction costs of $2,965 and formation and operating costs of approximately $0.29 million.
Liquidity and Capital Resources
As of September 30, 2022, the Company had approximately $0.37 million in cash and no cash equivalents.
Until the consummation of the Public Offering, the Company’s only source of liquidity was an initial purchase of common stock by the Sponsor and loans from its Sponsor.
On March 25, 2021, the Company’s consummated the Public Offering of 12,000,000 units, at a price of $10.00 per unit, generating gross proceeds of $120.00 million. Simultaneously with the closing of the Public Offering, the Company consummated the sale of 390,000 Private Units at a price of $10.00 per Private Unit in a private placement to Sponsor and EarlyBirdCapital, Inc., generating gross proceeds of $3.90 million. On March 30, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 843,937 units, generating gross proceeds of approximately $8.44 million. In connection with the underwriters’ partial exercise of the over-allotment option, the Company sold an additional 16,879 private units at a price of $10.00 per private unit in a private placement to Sponsor and EarlyBirdCapital, Inc., generating gross proceeds of approximately $0.17 million.
Following the Public Offering and the private placement, a total of approximately $128.44 million was placed in the Trust Account. The Company incurred approximately $3.00 million in transaction costs, including approximately $2.57 million of underwriting fees and approximately $0.43 million of other offering costs.
As of September 30, 2022, the Company had assets held in the Trust Account of approximately $128.91 million. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing income earned on the Trust Account, to complete its business combination. To the extent that the Company’s capital stock or debt is used, in whole or in part, as consideration to complete its 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 the Company’s growth strategies.
As of September 30, 2022, the Company had cash of approximately $0.37 million outside of the Trust Account. The Company intends to use the funds held outside the Trust Account and any proceeds from borrowings 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 Company’s Sponsor or an affiliate of the Company’s Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a business combination, the Company may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. In the event that a business combination does