Overview

We are a blank check company incorporated on February 16, 2023, as a Cayman Islands exempted company. Our purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. We have not generated any revenues to date and do not expect to generate operating revenues until we complete our initial business combination.

Results of Operations and Known Trends or Future Events

Since our inception on February 16, 2023, to December 31, 2024, our only activities have been organizational and preparing for our Initial Public Offering (IPO). We have not engaged in any operations or generated any revenues during this period.

For the three months ended March 31, 2025, we had net income of $143,915, which primarily consisted of interest earned on marketable securities held in our trust account and bank interest income of $414,374, offset by formation and operating costs of $270,459.

For the three months ended March 31, 2024, we had a net income of $595,376, which consists of income earned on investments held in our Trust Account of $754,312, offset by a loss of $158,936 derived from formation and operating costs.

Liquidity and Capital Resources

Prior to the completion of our IPO, our liquidity needs were satisfied through a capital contribution from our sponsor of $25,100 to purchase the founder shares, and up to $300,000 in loans available from our sponsor under an unsecured promissory note. The promissory note expired after the consummation of the IPO.

On December 19, 2023, we consummated our IPO of 6,000,000 Units, at $10.00 per Unit, generating gross proceeds of $60,000,000. Simultaneously, we consummated the sale of 232,500 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,325,000. Following the closing of the IPO, an amount of $60,000,000 from the net proceeds was held in a trust account.

As of March 31, 2025, our cash and cash equivalent balance was $52,601. We will use these funds primarily to identify and evaluate target businesses, perform due diligence, and structure, negotiate, and complete a business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts.

We expect our primary liquidity requirements during the period to include approximately $200,000 in legal, accounting, due diligence and other fees in connection with the business combination; $100,000 in legal and accounting related to regulatory reporting obligations, $120,000 for office space, administrative and support services, $55,000 in NASDAQ continued listing fees and $100,000 for miscellaneous expenses, including director and officer’s liability insurance, general corporate purposes, liquidation obligations and reserves.