We have neither engaged in any operations nor generated any
revenues to date. Our only activities since inception have been
organizational activities, those necessary to prepare for our IPO
and, after completing our IPO, identifying a target company for a
Business Combination. We do not expect to generate any operating
revenues until after completion of a Business Combination. We may
generate
non-operating
income in the form of interest income on marketable securities held
in the Trust Account. We incur expenses as a result of being a
public company (for legal, financial reporting, accounting and
auditing compliance), as well as expenses as we conduct due
diligence on prospective Business Combination candidates.
Additionally, we recognize
non-cash
gains and losses related to changes in recurring fair value
measurements of our Warrant liabilities at each reporting
period.
For the period from January 5, 2021 (inception) through
September 30, 2021, we had net income of $27,271,303, which
consists of
non-cash
gains of $31,030,334 related to changes in the fair value of the
Warrants and the FPA, less $3,181,372 in offering costs allocated
to warrant liabilities, less operating costs of $577,659.
For the quarter ending September 30, 2021, we had net income of
$13,293,819 which consists of
non-cash
gains of $13,616,334 related to changes in the fair value of the
Warrants and FPA, less operating costs of $322,515.
Liquidity and Capital Resources
As of September 30, 2021, we had cash of $330,524 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 and structure, negotiate and complete a Business
Combination.
In order to fund working capital deficiencies or finance
transaction costs in connection with our initial 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 our initial Business
Combination, we would repay such loaned amounts. In the event that
our initial 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 identical to the Private Placement
Warrants, at a price of $1.50 per warrant at the option of the
lender.
We do not currently 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 our initial Business Combination are
more 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 initial Business
Combination or because we become obligated to redeem a significant
number of our Public Shares upon consummation of our initial
Business Combination, in which case we may issue additional
securities or incur debt in connection with such Business
Combination. Subject to compliance with applicable securities laws,
we would only complete such financing simultaneously with the
completion of our initial Business Combination. If we are unable to
complete our initial Business Combination because we do not have
sufficient funds available to us, we will be forced to cease
operations and liquidate the Trust Account. In addition, following
our initial Business Combination, if cash on hand is insufficient,
we may need to obtain additional financing in order to meet our
obligations.
For the period from January 5, 2021 (inception) through
September 30, 2021, cash used in operating activities was
$887,784. Net income of $27,271,303 was affected by
non-cash
gains of $31,030,334 related to changes in the fair value of
Warrants and FPA, losses of $3,181,372 related to offering costs
allocated to warrant liabilities and changes in operating assets
and liabilities, which used $310,125 of cash from operating
activities.
As of September 30, 2021, we had cash and marketable securities of
$1,380,000,000 held in the Trust Account. We intend to use
substantially all of the funds held in the Trust Account (less
taxes paid and deferred underwriting commissions) to complete a
Business Combination. To the extent that our capital stock or debt
is used, in whole or in part, as consideration to complete a
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.
Off-Balance
Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be
considered
off-balance
sheet arrangements as of September 30, 2021. We do not participate
in transactions that create relationships with unconsolidated
entities or financial partnerships, often referred to as variable
interest entities. 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.