Overview

We are a newly incorporated blank check company, formed in March 2021 for the purpose of merging with, acquiring, or engaging in a similar business combination with one or more businesses. We have not yet selected a target business to combine with. Our plan is to use the proceeds from our initial public offering (IPO) and the sale of private placement warrants to fund a future business combination.

Key Points:

• We completed our IPO in October 2021, raising $200 million by selling 20 million shares at $10 per share. We also sold 8 million private placement warrants to our sponsor for $8 million.
• In November 2021, the underwriters exercised their over-allotment option, resulting in an additional $30 million raised from the sale of 3 million shares and 1.5 million warrants. We also sold 900,000 additional private placement warrants to our sponsor for $900,000.
• After transaction costs, we have $232.3 million held in a trust account to be used for a future business combination.
• As of December 31, 2021, we had $503,204 in cash outside the trust account to fund our operations prior to a business combination.
• We have until October 2023 to complete a business combination, or we will be required to liquidate. This raises substantial doubt about our ability to continue as a going concern.

Financial Performance

Since our inception in March 2021, we have not engaged in any operations or generated any revenue. Our only activities have been organizational tasks and preparing for our IPO.

For the period ended December 31, 2021, we reported a net loss of $2,977,136, which included:

• $622,683 in formation and operating costs
• $20,844 in unrealized gains on marketable securities held in the trust account
• $396,497 in transaction costs allocated to the derivative warrant liability
• $1,978,800 in losses from the change in fair value of the derivative warrant liabilities

Our cash used in operating activities for the period was $839,514.

Liquidity and Capital Resources

Prior to the IPO, our only source of liquidity was an initial purchase of shares by our sponsor and loans.

After the IPO and sale of private placement warrants, we have $232.3 million held in a trust account, which we intend to use to complete a business combination. We have $503,204 in cash outside the trust account to fund our operations.

We may need to obtain additional financing to complete a business combination if the costs exceed our current funds. Our sponsor has agreed to provide working capital loans if needed. However, there is no guarantee we will be able to complete a business combination before the October 2023 deadline, which raises substantial doubt about our ability to continue as a going concern.

Outlook

As a blank check company, our future success is highly dependent on our ability to identify and complete a successful business combination. We face significant risks and uncertainties, including the possibility of not finding a suitable target or failing to complete a transaction before the deadline.

If we are unable to find a target and complete a business combination, we will be required to liquidate, which would result in the loss of our investors’ capital. Maintaining sufficient liquidity to fund our operations until a business combination is completed is also a key challenge.

Overall, our financial position and future prospects remain highly uncertain at this stage. The success or failure of our efforts to identify and merge with a target business will determine our ultimate outcome.