Press release·03/31/2025 21:20:56

Overview

We are a blank check company incorporated in the Cayman Islands on June 18, 2024, formed for the purpose of effecting a Business Combination. We intend to use cash derived from the proceeds of the Initial Public Offering and the Private Placement, as well as offerings of equity securities, debt, or a combination of these, to complete our initial Business Combination.

We expect to incur significant costs in the pursuit of our acquisition plans, but we cannot assure our shareholders that our plans to complete an initial Business Combination will be successful. We may seek to extend the Combination Period by amending our Amended and Restated Charter, which would require the approval of our Public Shareholders and could decrease the amount held in our Trust Account, potentially affecting our ability to maintain our Nasdaq listing.

Results of Operations

We have not engaged in any operations or generated any revenues to date. Our activities from June 18, 2024 (inception) through December 31, 2024 were limited to organizational activities and those necessary to prepare for and consummate the Initial Public Offering. We do not expect to generate any operating revenues until after the completion of our Business Combination.

For the period from June 18, 2024 (inception) through December 31, 2024, we had a net income of $1,042,224, which consists of interest earned on marketable securities held in the Trust Account of $1,217,835 and formation and operating costs of $175,611.

Factors That May Adversely Affect our Results of Operations

Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. These factors include downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, our only source of liquidity was proceeds from an initial purchase of Class B Ordinary Shares by the Sponsor and loans from the Sponsor pursuant to the IPO Promissory Note.

On June 20, 2024, we entered into the IPO Promissory Note with the Sponsor, whereby the Sponsor agreed to loan us up to $300,000 to cover expenses related to the Initial Public Offering. We repaid the total outstanding balance of the IPO Promissory Note on November 4, 2024.

We consummated the Initial Public Offering of 17,250,000 Public Units, including 2,250,000 Option Units purchased upon the full exercise of the Over-Allotment Option, at $10.00 per Public Unit, generating gross proceeds of $172,500,000. Simultaneously, we consummated the sale of 648,375 Private Placement Units at $10.00 per unit in the Private Placement, generating gross proceeds of $6,483,750.

Following the Initial Public Offering, the full exercise of the Over-Allotment Option, and the Private Placement, a total of $173,362,500 was placed in the Trust Account. We incurred $10,113,129 in offering expenses, consisting of $3,450,000 of cash underwriting fee, $6,037,500 of Deferred Discount to the underwriters, and $625,629 of other offering costs.

As of December 31, 2024, we had cash of $1,237,201. We intend to use substantially all of the funds held in the Trust Account to complete our Business Combination. The Sponsor or certain of our officers and directors or their affiliates may provide Working Capital Loans to fund working capital deficiencies or transaction costs in connection with an initial Business Combination.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities, other than the Administrative Support Agreement and the Underwriting Agreement.

Under the Administrative Support Agreement, we pay an affiliate of our Sponsor $10,000 per month for certain office space, utilities, and secretarial and administrative support. We incurred and paid $20,000 for the period from June 18, 2024 (inception) through December 31, 2024.

We granted the underwriter of the Initial Public Offering a 45-day option to purchase up to 2,250,000 Option Units to cover any over-allotments, which was exercised in full. We paid an underwriting discount of 2.0% of the per Public Unit offering price to the underwriters at the closing of the Initial Public Offering, or $3,450,000 in the aggregate. Additionally, the underwriters are entitled to an additional fee of 3.5% of the gross offering proceeds, or $6,037,500, payable upon our completion of the initial Business Combination.

Critical Accounting Estimates

As of December 31, 2024, we did not have any critical accounting estimates or policies to be disclosed.

Recent Accounting Standards

In November 2023, the FASB issued ASU Topic 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in ASU 2023-07 require additional disclosures related to segment reporting, which were effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.