from May 9, 2023 to August 9, 2023, and, if we do not consummate a business combination by August 9, 2023, the Termination Date may be further extended, without the need for any further approval of the Company’s shareholders, by resolutions of the Board of the Company at least three days prior to the applicable Extended Date, up to six times, each by an additional month, for an aggregate of six additional months, until February 9, 2024.
In connection with the Second Extension Amendment Proposal, the Company agreed that, (A) for the First-Phase Extension Period, we shall deposit into the Trust Account the lesser of US$487,500 and US$0.0975 for each public share that is not redeemed as of May 9, 2023 (the “First-Phase Contribution”), (B) if we do not consummate a business combination by the First-Phase Extended Date and the Board elects to further extend the period to consummate a business combination, for each Second-Phase Extension Period, we shall deposit into the Trust Account the lesser of US$162,500 and US$0.0325 for each public share that is not redeemed as of May 9, 2023.
The First-Phase Contribution will be deposited in the Trust Account in three equal installments of US$162,500, on May 16, 2023, June 16, 2023 and July 16, 2023, respectively. Each Second-Phase Contribution, if applicable, will be deposited into the Trust Account on (x) with respect to the first Second-Phase Extension Period, August 16, 2023, and (y) with respect to each subsequent Second-Phase Extension Period, the 16th day of the calendar month in which the immediate previous Second-Phase Extended Date falls.
Each Contribution, under the Second Extension Amendment Proposal, will be deposited in full in advance into the Trust Account, funded by the proceeds from one or more loans to the Company from the Sponsor and/or DiaCarta. The loans to the Company for the Contributions will not bear interest and will be repayable by the Company to the Sponsor and/or DiaCarta, as the case may be, upon consummation of an initial business combination. The loans from the Sponsor and/or DiaCarta, as the case may be, will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any fund held outside of the Trust Account. If the Company terminates an Extension Period at any time up to the applicable Extended Date, the Company will liquidate and dissolve in accordance with the Second MAA, as amended.
In connection with the Second Extraordinary General Meeting, the holders of 3,887,893 Class A ordinary shares elected to redeem their shares for cash at a redemption price of approximately $10.33 per share, for an aggregate redemption amount of approximately $40.2 million, leaving approximately $60.2 million in the Trust Account.
The loans to our Company for the Contributions will not bear interest and will be repayable by us to our Sponsor and DiaCarta upon consummation of an initial Business Combination. The loans will be forgiven if we are unable to consummate an initial Business Combination except to the extent of any funds held outside of the Trust Account. If the Company terminates an Additional Extension Period at any time up to the applicable Extended Date, we will liquidate and dissolve in accordance with the Third MAA, provided that we shall have deposited the applicable Contribution for such Additional Extension Period.
Each of our Company and DiaCarta is responsible for one half of the costs and expenses in connection with the Extension, including the entire cost of soliciting proxies.
Liquidity and Going Concern
As of March 31, 2023, we had approximately $136,000 in our operating bank account, and a working capital deficit of approximately $5.8 million, exclusive of working capital loan – related party of $500,000 and convertible promissory note- related party of $600,000, respectively.
Our liquidity needs until the IPO were satisfied through a contribution of $25,000 from our Sponsor to cover for certain expenses on behalf of us in exchange for the issuance of the Founder Shares and a loan of approximately $185,000 from our Sponsor pursuant to the Note (as defined in Note 4 in our unaudited condensed consolidated financial statements. We repaid the Note in full in February 2021, at which time the Note was terminated. Subsequent to the consummation of the IPO our liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account, Working Capital Loans (as defined in Note 4 to the accompanying unaudited condensed consolidated financial statements), convertible promissory note issued to Sponsor (as defined in Note 4 and Note 10 to the accompanying unaudited condensed consolidated financial statements) and loans form DiaCarta. As of March 31, 2023 and December 31, 2022, there were $500,000 and $500,000 outstanding under the Working Capital Loans, $600,000 and $0 outstanding under the convertible note issued to Sponsor, $380,000 and $0 outstanding under the loan from DiaCarta, respectively..
In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, “Basis of Presentation - Going Concern,” our management has determined that the working capital deficit and mandatory liquidation and subsequent dissolution