On January 12, 2023, we issued an unsecured promissory note in the total principal amount of up to $2,160,000 (the “Promissory Note”) to the Sponsor and the Sponsor funded the initial principal amount of $720,000. The Promissory 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 Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Promissory Note will be deposited in the Trust Account. Up to $1,500,000 of the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of us at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of us. As of June 30, 2022, an aggregate of $1,440,000 has been drawn down on the Promissory Note and deposited into the Trust Account to cover the extension through July 12, 2023. On July 12, 2023 and August 9, 2023, the Company drew an additional $240,000, for an aggregate of $480,000, under the Promissory Note and deposited it into the Trust Account to cover the extension through September 12, 2023.
In connection with the vote to approve the Extension Amendment Proposal, the holders of 32,924,036 Class A ordinary shares, par value $0.0001 per share, of us properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.15 per share, for an aggregate redemption amount of approximately $334.2 million.
Liquidity and Going Concern
As of June 30, 2023, we had approximately $591 in our operating account and working capital deficit of approximately $2.8 million.
Our liquidity needs had been satisfied through a payment of $25,000 from our Sponsor to cover certain of our expenses in exchange for the issuance of the Founder Shares, a loan of approximately $169,000 from our Sponsor pursuant to a promissory note. We repaid the promissory note in full on January 19, 2021. Subsequent from the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loan. As of June 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loan.
We may need to raise additional capital through loans or additional investments from our Sponsor, an affiliate of our Sponsor, or our officers or directors. Our officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we 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, reducing overhead expenses, and extending the terms and due dates of certain accrued expenses and other liabilities. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Based upon the analysis above, management has determined that the above conditions indicate that it may be probable that we would not be able to meet its obligations within one year after the date that the unaudited condensed consolidated financial statements are available to be issued. In connection with our assessment of going concern considerations in accordance with FASB 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 liquidity condition and mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after September 12, 2023 (or October 12, 2023 upon the monthly extension payment as described in Note 1). The unaudited condensed consolidated financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.
Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the balance sheet. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Results of Operations
Our entire activity since inception up to June 30, 2023 was in preparation for our formation and the Initial Public Offering, and since the closing of the Initial Public Offering, the search for business combination candidates. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.
For the three months ended June 30, 2023, we had net income of approximately $97,000, which consisted of approximately $377,000 of net gain on the cash and investments held in the Trust Account, partially offset by a loss of approximately $161,000 in change in the fair value of warrant liabilities, approximately $283,000 general and administrative expenses and $30,000 in related party general and administrative expenses.
For the three months ended June 30, 2022, we had net income of approximately $4.2 million, which consisted of a gain of approximately $4.2 million in change in the fair value of warrant liabilities and approximately $258,000 of net gain on the investments held in the Trust Account, partially offset by approximately $198,000 general and administrative expenses and $30,000 in related party general and administrative expenses.
For the six months ended June 30, 2023, we had net income of approximately $285,000, which consisted of approximately $1.1 million of net gain on the cash and investments held in the Trust Account, partially offset by a loss of $461 in change in the fair value of warrant liabilities, approximately $737,000 general and administrative expenses and $60,000 in related party general and administrative expenses.
For the six months ended June 30, 2022, we had net income of approximately $7.7 million, which consisted of a gain of approximately $8.0 million in change in the fair value of warrant liabilities and approximately $267,000 of net gain on the investments held in the Trust Account, partially offset by approximately $507,000 general and administrative expenses and $60,000 in related party general and administrative expenses.
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