Based on the provided financial report articles, I generated the title for the article: "Annual Report (Form 10-K) for the fiscal year ended December 31, 2024, of [Company Name] (0001850059)" Please note that the title may not be exact, as the provided text is a financial report and may not contain a specific title.
Based on the provided financial report articles, I generated the title for the article: "Annual Report (Form 10-K) for the fiscal year ended December 31, 2024, of [Company Name] (0001850059)" Please note that the title may not be exact, as the provided text is a financial report and may not contain a specific title.
The financial report presents the financial statements of the company for the fiscal year ended December 31, 2024. The company reported a net loss of $X million, with total revenues of $Y million and total expenses of $Z million. The company’s cash and cash equivalents decreased by $X million to $Y million, and its total assets decreased by $Z million to $W million. The company’s common stock outstanding increased by X million shares to Y million shares, and its additional paid-in capital increased by Z million to W million. The company also reported a working capital loan of $X million and a redeemable shares balance of $Y million. The report also includes information on the company’s fair value measurements, private placements, and related-party transactions.
Overview
We are a blank check company incorporated in the Cayman Islands on May 14, 2018, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Units, our shares, debt or a combination of cash, shares and debt. We expect to incur significant costs in the pursuit of our acquisition plans, but we cannot assure you that our plans to complete a Business Combination will be successful.
Proposed GRT Business Combination
On October 21, 2024, we entered the Merger Agreement for the Proposed GRT Business Combination with GRT and Merger Sub. On February 28, 2025, the parties to the Merger Agreement entered into the First Amendment to extend the Outside Date defined under the Merger Agreement from February 28, 2025 to August 28, 2025. The Merger Agreement may be terminated under certain circumstances at any time prior to the Effective Time, including by mutual consent, if the transactions are not completed by the Outside Date, if representations or covenants are not materially true and correct, or if either party’s shareholders do not approve the required proposals.
Results of Operations
Our activity from inception up to June 20, 2024 was in preparation for the Initial Public Offering. Since the IPO, our activity has been limited to evaluating business combination candidates and negotiating the Merger Agreement with GRT. We do not expect to generate any operating revenues until after the completion of our initial Business Combination, but we expect to generate non-operating income in the form of interest income on marketable securities held after the IPO. We also expect to incur increased expenses as a public company and for due diligence in connection with searching for and completing a Business Combination.
For the year ended December 31, 2024, we had net income of $909,838, which consisted of $1,799,136 in dividend income on marketable securities held in the Trust Account, offset by $889,298 in expenses.
Liquidity and Capital Resources
On June 20, 2024, we consummated the Initial Public Offering of 6,900,000 Units, generating gross proceeds of $69,000,000. Simultaneously, we consummated the sale of 238,000 Private Units to the Sponsor at $10.00 per unit, generating $2,380,000. A total of $69,000,000 was placed in the Trust Account, and we incurred $3,448,233 in transaction costs.
For the year ended December 31, 2024, net cash used in operating activities was $876,327. At December 31, 2024, we had $70,799,136 in investments held in the Trust Account and $76,747 in cash held outside the Trust Account.
To fund working capital or transaction costs, our Sponsor or affiliates may loan us up to $1,500,000, which may be convertible into units at $10.00 per unit. We also issued an unsecured promissory note to our Sponsor in August 2024 for up to $1,000,000, of which $677,851 was outstanding as of December 31, 2024.
If we are unable to raise additional capital, we may be required to take measures to conserve liquidity, which could include curtailing operations, suspending the pursuit of a transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available on commercially acceptable terms, if at all.
Off-Balance Sheet Financing Arrangements
We have no off-balance sheet financing arrangements as of December 31, 2024.
Contractual Obligations
We have no long-term debt, capital lease obligations, or long-term liabilities, other than an agreement to pay the Sponsor $10,000 per month for administrative services. We also owe the underwriters a deferred fee of 2.5% of the IPO gross proceeds, or $1,725,000, payable upon the closing of a Business Combination.
We have issued promissory notes to the Sponsor, including a $500,000 note issued in 2022 that was paid off in 2024, and a $1,000,000 note issued in 2024 that had $677,851 outstanding as of December 31, 2024.
Critical Accounting Policies
Our critical accounting policies include the treatment of ordinary shares subject to possible redemption, the calculation of net loss per ordinary share, and the accounting for offering costs associated with the Initial Public Offering.
We account for ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, classifying them as a liability instrument and measuring them at fair value, with changes in redemption value recognized immediately.
In calculating net loss per ordinary share, we consider the undistributed income (loss) allocable to both redeemable and non-redeemable shares, and any remeasurement of the accretion to redemption value is treated as dividends paid to the public shareholders.
Offering costs associated with the IPO are allocated between public shares and public rights based on their estimated fair values, and are expensed in accordance with SEC guidance.