Overview

We are a blank check company formed in July 2024 with the purpose of merging with or acquiring one or more businesses. We have not yet engaged in any operations or generated any revenue, as our activities have been focused on organizational tasks and preparing for our initial public offering (IPO). We expect to continue incurring significant costs as we pursue a business combination, but we cannot guarantee that our plans will be successful.

Results of Operations

From our inception on July 24, 2024 through September 30, 2024, we had a net loss of $27,788, which consisted of formation and operating costs. We have not generated any operating revenue to date, and our only income has been interest earned on the marketable securities held in our trust account. As a public company, we expect to incur ongoing expenses for legal, financial reporting, accounting, and auditing compliance, as well as due diligence costs related to identifying a target for our business combination.

Liquidity and Capital Resources

Subsequent to the end of the reporting period, on December 23, 2024, we completed our IPO, selling 10,000,000 units at $10 per unit and raising $100 million in gross proceeds. We also sold 400,000 private placement units to our sponsor and the underwriters’ representative for $4 million. After the IPO and the exercise of the over-allotment option, a total of $115.575 million was placed in our trust account. We incurred $4.203 million in offering costs.

We intend to use the funds in our trust account to complete a business combination. We may also use our share capital or debt to finance the transaction. Any remaining funds in the trust account after the business combination will be used as working capital to finance the operations of the target business, make other acquisitions, and pursue our growth strategies.

We do not believe we will need to raise additional funds to meet our expenditures prior to the business combination. However, if our estimates of the costs are lower than the actual amount required, we may need to obtain additional financing, either to complete the transaction or because we are required to redeem a significant number of our public shares. We may issue additional securities or incur debt in connection with such a business combination.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no off-balance sheet arrangements as of September 30, 2024. Our only contractual obligation is an agreement to pay $10,000 per month to an affiliate of our sponsor for office space, utilities, and administrative support services.

Critical Accounting Estimates

As of September 30, 2024, we did not have any critical accounting estimates to disclose, as we had not yet begun operations.