Overview

We are a blank check company, also known as a special purpose acquisition company (SPAC), that was incorporated in the Cayman Islands on November 23, 2020. Our purpose is to identify and merge with a target business, though we have not yet identified a specific company to acquire. We plan to use the proceeds from our initial public offering (IPO) and private placement to fund this future business combination.

Results of Operations

Since our inception, we have not engaged in any operations or generated any revenue. Our activities have been limited to organizational tasks and preparing for our IPO, which was completed on May 13, 2024.

For the three months ended June 30, 2024, we had a net income of $1,770,649, which consisted of $1,948,063 in interest earned on the funds held in our trust account, partially offset by $177,414 in formation and operational costs.

For the six months ended June 30, 2024, we had a net income of $1,710,911, which consisted of $1,948,063 in interest earned on the trust account funds, partially offset by $237,152 in formation and operational costs.

In comparison, for the three and six months ended June 30, 2023, we had net losses of $617 and $1,317, respectively, which were due to formation and operational costs.

Liquidity and Capital Resources

Prior to our IPO, our only source of funding was an initial purchase of Class B ordinary shares by our sponsor and loans from the sponsor.

After completing our IPO on May 13, 2024, we raised $287,500,000 in gross proceeds, which were placed in a trust account. We also sold $7,000,000 in private placement warrants. Our transaction costs for the IPO totaled $20,269,166.

As of June 30, 2024, we had $289,448,063 in the trust account, including $1,948,063 in interest income, and $571,765 in cash outside the trust account. We plan to use the funds in the trust account, along with debt or equity financing, to complete a business combination.

For the six months ended June 30, 2024, our cash used in operating activities was $496,525. This was primarily due to the net income of $1,710,911, offset by the $1,948,063 in interest earned on the trust account funds and $259,373 in changes in operating assets and liabilities.

We believe we have sufficient funds to identify and evaluate potential target businesses and complete an initial business combination. However, if our estimates of the costs are less than the actual amount needed, we may need to obtain additional financing, either from our sponsor, shareholders, officers, directors, or third parties. If we are unable to obtain additional financing, we may be required to take measures to conserve liquidity, which could include curtailing operations, suspending the pursuit of a transaction, and reducing overhead.

Off-Balance Sheet Arrangements and Contractual Obligations

We do not have any off-balance sheet arrangements as of June 30, 2024. Our only significant contractual obligation is an agreement to pay $5,000 per month to an affiliate of our sponsor for office space, administrative, and support services, which will continue until the earlier of the completion of a business combination or our liquidation.

We also have a deferred underwriting fee of $13,687,500 payable to the IPO underwriter, which will become due upon the completion of a business combination.

Critical Accounting Estimates

As of June 30, 2024 and December 31, 2023, we did not have any critical accounting estimates to disclose, as the preparation of our condensed financial statements did not require management to make any significant judgments or assumptions.