Overview

We are a blank check company incorporated in the Cayman Islands on September 27, 2023, formed for the purpose of effecting a Business Combination with one or more businesses or entities. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the Private Placement, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure our shareholders that our plans to complete a Business Combination will be successful.

We have until November 24, 2025 (or February 24, 2026 if we have an executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering), or until such earlier liquidation date as our Board may approve, to complete a Business Combination. We may also hold a shareholder vote at any time to amend the Amended and Restated Memorandum to modify the Combination Period.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 27, 2023 (inception) through June 30, 2024 were organizational activities, those necessary to prepare for and consummate the Initial Public Offering, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination.

For the three months ended June 30, 2024, we had a net income of $1,653,670, which consisted of interest earned on marketable securities held in the Trust Account of $2,240,420, offset by operating expenses of $586,750.

For the six months ended June 30, 2024, we had a net income of $3,313,749, which consisted of interest earned on marketable securities held in the Trust Account of $4,469,118, offset by operating expenses of $1,155,369.

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. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East.

Liquidity and Capital Resources

On November 24, 2023, we consummated the Initial Public Offering of 17,000,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 2,000,000 Units, at $10.00 per Unit, generating gross proceeds of $170,000,000. Simultaneously with the closing of the Initial Public Offering, pursuant to the Warrant Subscription Agreement, we consummated the sale of 5,000,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, or $5,000,000 in the aggregate.

For the six months ended June 30, 2024, net cash used in operating activities was $1,014,770. Net income of $3,313,749 was affected by interest earned on marketable securities of $4,469,118 and changes in operating assets and liabilities, which used $140,599 of cash from operating activities.

At June 30, 2024, we had cash and marketable securities held in the Trust Account of approximately $174,325,575 (including approximately $4,469,118 of interest income). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of Permitted Withdrawals and excluding deferred underwriting commissions, to complete our Business Combination.

At June 30, 2024, we had cash of $1,192,421 held outside of the Trust Account. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence, and finance transaction costs in connection with the initial Business Combination.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2024.

Contractual Obligations

We have the following contractual obligations:

We will cease the monthly fees under the Administrative Services Agreement and the Services and Indemnification Agreement upon the earlier to occur of the completion of our initial Business Combination or liquidation.

Critical Accounting Estimates and Policies

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the reporting period. Actual results could differ from those estimates.

We account for our Ordinary Shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480. We also account for our Warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance.

Outlook

We continue to pursue our goal of completing a successful Business Combination. However, we face various risks and uncertainties that could adversely affect our results of operations and ability to complete a transaction, including economic conditions, market volatility, and geopolitical instability. We will need to carefully navigate these challenges to maximize value for our shareholders.