day period commencing at any time after the Closing Date and ending on or prior to the fifth anniversary of the Closing Date. A given achievement metric described above is also achieved if there is a transaction during the relevant period that results in the shares of New Brivo Common Stock being converted into the right to receive cash or other consideration having a per share value (in the case of any non-cash consideration, as provided in the definitive transaction documents for such transaction, or if not so provided, as determined by the New Brivo board of directors in good faith) in excess of the applicable post-Closing share price target set forth above. The Crown Earn-Out Shares that have not vested by the fifth anniversary of the Closing shall, automatically and without further action on the part of New Brivo or any holder thereof, be forfeited and cancelled for no consideration. Prior to vesting or forfeiture the Crown Earn-Out Shares will, with limited exceptions, be entitled to all rights of other shares of New Brivo Common Stock.
Liquidity and Capital Resources
On February 11, 2021, we consummated our initial public offering of 27,600,000 Units, at a price of $10.00 per Unit, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 Units at the initial public offering price to cover over-allotments. The Units were sold, generating gross proceeds of $276,000,000. Substantially concurrently with the closing of the initial public offering, we completed the private sale of 5,013,333 Private Placement Warrants to our sponsor and the Anchor Investor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,520,000.
Following the initial public offering, the sale of the Private Placement Warrants, and the underwriters election to fully exercise their over-allotment option, a total of $276,000,000 was placed in the trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and we had $1,919,091 of cash held outside of the trust account, after payment of costs related to the initial public offering, and available for working capital purposes. We incurred $16,505,915 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees, $795,825 of excess fair value of the Anchor Investor shares and $530,090 of other offering costs.
For the year ended December 31, 2021, cash used in operating activities was $2,104,209, resulting primarily from the net income of $6,689,555 which was impacted by unrealized gain on change in fair value of warrant liabilities of $13,076,266 and trust dividend income of $13,345 and offset by offering costs allocated to warrants of $819,794, and changes in operating assets and liabilities used $3,476,053 of cash from operating activities.
As of December 31, 2021, we had cash outside the trust account of $14,807 available for working capital needs and working capital deficit of $4,091,246. All remaining cash held in the trust account is generally unavailable for our use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares. As of December 31, 2021, none of the amount in the trust account was available to be withdrawn as described above.
Through December 31, 2021, our liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, the remaining net proceeds from the initial public offering, the sale of Private Placement Warrants, the Promissory Note and the Convertible Note.
On November 30, 2021, we entered into a convertible note with Richard Chera, our Chief Executive Officer and Director, pursuant to which Mr. Chera agreed to loan us up to an aggregate principal amount of $1,500,000. The Convertible Note is non-interest bearing and due on the earlier of: (i) 12 months from the date thereof or (ii) the date on which we consummate a business combination. If we do not consummate a business combination, we may use a portion of any funds held outside the trust account to repay the Convertible Note; however, no proceeds from the trust account may be used for such repayment if we do not consummate a business combination. Up to $1,500,000 of the Convertible Note may be converted into warrants at a price of $1.50 per warrant at the option of Mr. Chera. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the outstanding balance under the Convertible Note amounted to an aggregate of $450,000.
We anticipate that the $14,807 outside of the trust account as of December 31, 2021, and the amount available under the Convertible Note will be sufficient to allow the Company to operate until it consummates the proposed Brivo Business Combination and the related funding from the Subscription Agreements.
In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a business