On November 10, 2020, the Company consummated the sale of 6,681,000 Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Such Over-Allotment Units were sold at $10.00 per Unit, generating gross proceeds of $66,810,000. Substantially concurrently with the closing of the sale of 6,681,000 Over-Allotment Units, the Company consummated the private sale ofIn January 2023, we amended our Senior Secured Credit Facility and borrowed an additional 890,800 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to our sponsor, generating gross proceeds of $1,336,200. Following the closing of the over-allotment option and sale of additional Private Placement Warrants (together, the “Over-Allotment Closing”), a total of $816,810,000, including approximately $28,588,350 of underwriters’ deferred discount, was held in the trust account.
On October 20, 2020, our sponsor executed a promissory note (the “October Note”) with a principal amount of $1,500,000. The October Note bears interest at$135 million under Senior Secured New Tranche B-4 Term Loan Facility. See below “—Net Debt”.
We believe our liquidity is important given the limited ability to predict our future financial performance due to the uncertainty associated with the COVID-19 pandemic. Since March 2020, we have taken several measures to preserve our liquidity, including initiating a rate of 0.14% per annumbusiness response plan to the COVID-19 pandemic (voluntary and is payable oninvoluntary redundancies, flexible workings, mandatory pay reductions, consolidating facilities, etc.), and entering into several financial transactions, including debt financing / refinancing transactions and the earlier of an initial business combination or the liquidationconsummation of the Company. On October 20, 2020,Business Combination. We further continue to explore other capital market transactions, process rationalizations and cost reduction measures to improve our liquidity position.
Based on our current operating plan, existing cash and cash equivalents, resurgence of business travel indicated by recent volume trends, our mitigation measures taken or planned to strengthen our liquidity and financial position, along with our available funding capacity and cash flows from operations, we believe we have adequate liquidity to meet the Company borrowed $1,500,000 pursuantfuture operating, investing and financing needs of the business for a minimum period of twelve months. Although we believe that we will have a sufficient level of cash and cash equivalents to cover our working capital needs in the ordinary course of business and to continue to expand our business, we may, from time to time, explore additional financing sources to lower our cost of capital, which could include equity, equity-linked and debt financing. In addition, from time to time, we may evaluate acquisitions and other strategic opportunities. If we elect to pursue any such investments, we may fund them with internally generated funds, bank financing, the issuance of other debt or equity or a combination thereof. There is no assurance that such funding would be available to us on acceptable terms or at all. Furthermore, we cannot assure you that we would be able to satisfy or obtain a waiver of applicable borrowing conditions for borrowing additional amounts under the unused commitments under the Senior Secured Credit Agreement in the future. In addition, utilization of the Senior Secured Revolving Credit Facility may be effectively limited to the October Note and $1,500,000 remained outstanding as ofextent we are unable to comply with the additional borrowing conditions that apply during the suspension period or with the leverage-and liquidity-based financial covenant requirements for such facility contained in the Senior Secured Credit Agreement when required.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
| | | | | | | | | |
| | Year Ended December 31, |
($ in millions) | | 2022 | | 2021 | | 2020 |
Net cash used in operating activities | | $ | (394) | | $ | (512) | | $ | (250) |
Net cash used in investing activities | | | (95) | | | (27) | | | (47) |
Net cash from financing activities | | | 292 | | | 478 | | | 384 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | | | (12) | | | (7) | | | 7 |
Net (decrease) increase in cash, cash equivalents and restricted cash | | $ | (209) | | $ | (68) | | $ | 94 |
Cash Flows for the Year Ended December 31, 2021 and 2020. Up to $1,500,000 of the October Note may be convertible into warrants identical2022 Compared to the Private Placement Warrants at a price of $1.50 per warrant at the option of the lender.
On February 22, 2021, our sponsor executed a promissory note (the “February Note”) with a principal amount of $800,000. The February Note bears interest at a rate of 0.12% per annum and is payable on the earlier of an initial business combination or the liquidation of the Company. On February 22, 2021, the Company borrowed $800,000 pursuant to the February Note and $800,000 remained outstanding as ofYear Ended December 31, 2021.2021
On June 18, 2021, our sponsor executed a promissory note (the “June Note”) with a principal amount of $2,000,000. The June Note bears interest at a rate of 0.13% per annum and is payable on the earlier of an initial business combination or the liquidation of the Company. On June 18, 2021, the Company borrowed $2,000,000 pursuant to the June Note and $2,000,000 remained outstanding as of December 31, 2021.
On September 14, 2021, our sponsor executed a promissory note (the “September Note”) with a principal amount of $1,500,000. The September Note bears interest at a rate of 0.17% per annum and is payable on the earlier of an initial business combination or the liquidation of the Company. On September 14, 2021, the Company borrowed $1,500,000 pursuant to the September Note and $1,500,000 remained outstanding as of December 31, 2021.
As of December 31, 2021 and 2020,2022, we had marketable securities held in the trust account$316 million of $817,356,537cash, cash equivalents and $816,985,533, respectively (including approximately $371,004 and $175,533, respectively,restricted cash, a decrease of interest income) consisting of U.S. Treasury Bills with a maturity of 180 days or less. Interest income on the balance in the trust account may be used by us$209 million compared to pay taxes. Through December 31, 2021, we withdrew $0 of interest earned on2021. The following discussion summarizes changes to our cash from operating, investing and financing activities for the trust account.year ended December 31, 2022 compared to the year ended December 31, 2021.
Operating Activities
For the year ended December 31, 2021,2022, net cash used in operating activities was $4,024,828. Net income was $6,199,890 primarily as a result of the gain in fair value of the derivative warrant liabilities of $18,698,777 and interest income of $371,004. Changes in operating assets and liabilities used $8,845,063 of cash from operating activities. For$394 million compared to $512 million for the year ended December 31, 2020,2021. The improvement in cash usedflows in operating activities of $118 million was $2,441,248. Net loss was $19,641,760 primarily as a resultdue to $408 million of reduced net losses before considering non-cash charges and $23 million of proceeds from termination of the loss in fair value of the derivative warrant liabilities of $16,889,088, costs associated with warrant liabilities of $2,344,508 and formation and organization costs paid by related parties of $27,607. These amounts wereFebruary 2022 interest rate swap contract, offset by interest income$306 million of $175,533. Changesincrease in operating assets and liabilities used $1,885,158 of cash from operating activities.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less taxes payable and deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to make permitted withdrawals. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. To the extent that our capital shares or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operationsand $7 million of the target business or businesses, make other acquisitions and pursue our growth strategies.
For a discussion of the sources and uses of cash flow for the years ended December 31, 2020 and 2019, please refer to “Item 7. Results of Operations” in our 2020 10-K/A.increased defined pension plan contribution.
