from the proceeds from our IPO and the Private Placement were held in our Trust Account in the United States maintained by Continental, acting as trustee, invested cash items, including interest bearing demand deposit accounts at banks.
On September 15, 2022, the Company has borrowed US$500,000 of Working Capital Loan from the Sponsor, which would either be repaid upon consummation of a business combination, without interest, or, at the Sponsor’s discretion, may be converted into Private Placement Warrants at a price of US$1.00 per warrant.
On October 14, 2022, we announced the Business Combination through press release.
On February 7, 2023, the Company held the First Extension Meeting, at which the Company’s shareholders approved (a) the First Extension Amendment Proposal; and (b) the Trust Amendment Proposal.
As a result of the February Extension Redemption, approximately US$318.1 million (approximately US$10.18 per Class A Ordinary Share) was released from the Trust Account to pay such holders and approximately US$103.6 million remained in the Trust Account. Following the February Extension Redemption, 10,118,910 Class A Ordinary Shares remain outstanding.
In connection with the First Extension Amendment Proposal, the Company deposited US$380,000 to the Trust Account for each of the periods from February 9, 2023 to March 9, 2023, from March 9, 2023 to April 9, 2023 and from April 9, 2023 to May 9, 2023.
On March 6, 2023, the Company issued the March 2023 Note to the Sponsor. The Company currently has US$600,000 of borrowings under the March 2023 Note. US$380,000 were used by the Company to pay the relevant First Extension Deposit Amount. The remainder US$220,000 were used by the Company for general corporate use. The Company may apply up to US$570,000 under the March 2023 Note as the First Extension Deposit Amount, which would be repaid upon consummation of an initial business combination, and shall apply any remaining amount under the March 2023 Note for general corporate purpose, which would either be repaid upon consummation of an initial business combination, without interest, or, at the Sponsor’s discretion, may be converted into warrant with terms identical to Private Placement Warrants at a price of US$1.00 per such warrant.
As of March 31, 2023, the Company had cash of approximately US$136,013 held outside of the Trust Account. If the Company’s cash is insufficient to cover the working capital requirements of the Company, the Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing, if required, will be available to it on commercially acceptable terms, if at all.
On May 9, 2023, the Company held the Second Extension Meeting, at which the Company’s shareholders approved the Second Extension Amendment Proposal.
As a result of the May Extension Redemption, approximately US$40.4 million (approximately US$10.40 per Class A Ordinary Share) was released from the Trust Account to pay such holders and approximately US$63.0 million remained in the Trust Account. Following the May Extension Redemption, 6,231,017 Class A Ordinary Shares remained outstanding.
As of the date of this proxy statement, the Company has deposited or caused to be deposited the First-Phase Contribution of US$162,500 on May 16, 2023 and June 16, 2023. The Company intends to deposit the third installment of the First-Phase Contribution as soon as practicable.
On June 7, 2023, the Company issued the June 2023 Note to the Sponsor. The Company currently has US$270,000 under the June 2023 Note. US$780,000 of the June 2023 Note may, at the Sponsor’s discretion, be converted into warrant with terms identical to Private Placement Warrants at a price of US$1.00 per such warrant.