We will have only 12 months from the closing of our IPO (or up to 18 months from the closing of the IPO if we extend the period of time to consummate a business combination by the maximum amount) to complete our initial business combination (the “Combination Period”). If we are unable to complete an initial business combination within such period, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our initial business combination within the Combination Period.
On October 19, 2022, we held the Extension Meeting to approve the Charter Amendment to extend the Termination Date by which we have to consummate a business combination from the Original Termination Date to the Charter Extension Date and to allow us, without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to six times by an additional one month each time after the Charter Extension Date, by resolution of our board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until July 21, 2023, or a total of up to nine months after the Original Termination Date, unless the closing of our initial business combination shall have occurred prior thereto. Accordingly, on October 21, 2022, we issued the Note to the Sponsor. The Note does not bear interest and matures upon closing of our initial business combination. In the event that we do not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Note have been deposited in the Trust Account in connection with the Charter Amendment. Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert the Principal Amount of this Note, in whole or in part at the option of the Payee, into Private Placement Units, each Private Placement Unit consisting of one share of common stock of the Maker, one warrant to purchase one-half of one share of common stock of the Maker and one right to purchase one-tenth of one share of common stock of the Maker. The Private Placement Units shall be identical to the private placement units issued to the Payee at the time of the Maker’s IPO.
In connection with the vote to approve the Charter Amendment, the holders of 9,724,108 public shares of our common stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.06 per share, for an aggregate redemption amount of approximately $97,852,300. Following such redemptions, approximately $17,870,500 was left in trust and 1,775,892 shares of common stock held by public stockholders remained outstanding.
We cannot assure you that our plans to complete our initial business combination will be successful.
Results of Operations
Our entire activity since inception up to September 30, 2022 was in preparation for our IPO and searching for a business combination target. We will not generate any operating revenues until the closing and completion of our initial business combination, at the earliest.
For the three months ended September 30, 2022, we had a net loss of $552,136, which consists of operating costs of $1,100,978, and provision for income taxes of $111,490, offset by interest income on marketable securities held in the Trust Account of $622,859, change in fair value of warrant liabilities of $37,473.
For the nine months ended September 30, 2022, we had a net loss of $1,219,013, which consists of operating costs of $2,075,893, and provision for income taxes of $127,962, offset by interest income on marketable securities held in the Trust Account of $823,927, change in fair value of warrant liabilities of $160,915.
For the three months ended September 30, 2021, we had net loss of $90, which consisted of formation and operating costs.
For the period from January 22, 2021 through September 30, 2021, we had net loss of $1,690, which consisted of formation and operating costs.