Company does not complete a business combination by March 25, 2023 (or such later date as may be approved by our shareholders in an amendment to our memorandum and articles of association), the proceeds from the sale of the private placement warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless.
For the period from January 22, 2021 (inception) through December 31, 2021, net cash used in operating activities was $1,071,882, which was due to non-cash adjustments to net loss related to a change in the fair value of warrant liabilities of $7,140,000, interest income on investments held in Trust Account of $10,449, and a net loss of $691,661- offset in part by our non-cash adjustments to net loss related to loss on the sale of private placement warrants of $2,880,000 and expensed offering costs of $867,351, and changes in working capital of $3,022,877.
For the period from January 22, 2021 (inception) through December 31, 2021, net cash used in investing activities of $200,000,000 was the result of the amount of proceeds from the initial public offering and sale of private placement warrants deposited to the trust account.
For the period from January 22, 2021 (inception) through December 31, 2021, net cash provided by financing activities of $201,554,533 was comprised of $196,000,000 in net proceeds from the issuance of units in the initial public offering, $6,000,000 in proceeds from the sale of the private placement warrants and $25,000 from the issuance of founder shares to our Sponsor, partially offset by the payment of $470,467 for offering costs associated with the initial public offering.
As of December 31, 2021, we had cash of $482,651 held outside the trust account. We intend to use the funds held outside the trust account primarily to evaluate target businesses, perform business due diligence on prospective target businesses, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
In order to fund working capital deficiencies or finance transaction costs in connection with an intended 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 $2,000,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We do not believe we will need to raise additional funds following the initial public offering in order to meet the expenditures required for operating our business prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of December 31, 2021.
Contractual Obligations
Registration Rights
The holders of the founder shares, private warrants and warrants that may be issued upon conversion of any working capital loans (as defined below), and any Class A ordinary shares issuable upon the exercise of these warrants have registration and shareholder rights to require the Company to register a sale of any such securities held by them pursuant to a registration and shareholder rights agreement entered into in connection with our initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.