Overview

This report provides a summary and analysis of the key financial information for a blank check company that was incorporated in the Cayman Islands on November 17, 2021. The company was formed for the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more undetermined businesses.

Results of Operations

The company has not engaged in any operations or generated any revenue to date. Its activities have been limited to organizational tasks, preparing for its initial public offering (IPO), and identifying a target company for a potential business combination. The company does not expect to generate any operating revenue until after completing a business combination.

For the three months ended June 30, 2024, the company had net income of $27,382, which consisted of $98,517 in interest income on cash held in a trust account, offset by $71,135 in operating costs. For the six months ended June 30, 2024, the company had a net loss of $18,818, which consisted of $117,335 in operating costs, offset by $98,517 in interest income.

For the three months ended June 30, 2023, the company had no net income or loss. For the six months ended June 30, 2023, the company had a net loss of $45, which consisted of operating costs.

Liquidity and Capital Resources

On June 27, 2024, the company completed its IPO, selling 23,000,000 units at $10.00 per unit and generating gross proceeds of $230,000,000. Simultaneously, the company sold 6,000,000 private placement warrants at $1.00 per warrant, generating an additional $6,000,000.

After the IPO and warrant sale, a total of $230,000,000 was placed in a trust account. The company incurred $14,455,519 in IPO-related expenses, including $4,000,000 in cash underwriting fees, $9,800,000 in deferred underwriting fees, and $655,519 in other offering costs.

For the six months ended June 30, 2024, the company used $241,747 in cash for operating activities. This included a net loss of $18,818, offset by $32,151 in operating costs paid through a promissory note and $98,517 in interest earned on the trust account. Changes in operating assets and liabilities used an additional $156,563 in cash.

For the six months ended June 30, 2023, the company used $0 in cash for operating activities. This included a net loss of $45, offset by $2,898 in operating costs paid through a promissory note, and $2,853 in changes to operating assets and liabilities.

As of June 30, 2024, the company had $230,098,517 in cash held in the trust account (including $98,517 in interest income) and $1,160,185 in cash outside the trust account. The company intends to use the trust account funds to complete a business combination, with the remaining cash used for working capital, due diligence, and other transaction costs.

The company believes it has sufficient funds to meet its expenditure requirements prior to a business combination, but may need to raise additional financing to complete a transaction or if it is required to redeem a significant number of public shares.

Off-Balance Sheet Arrangements and Contractual Obligations

The company has no off-balance sheet arrangements as of June 30, 2024. Its only significant contractual obligation is an agreement to pay $20,000 per month to an affiliate of the sponsor for office space, utilities, and administrative support services. This will continue until the earlier of the completion of a business combination or the company’s liquidation.

The company also has obligations to pay underwriting discounts and deferred underwriting fees to the IPO underwriters, totaling $4,000,000 and $9,800,000 respectively, contingent on completing a business combination.

Critical Accounting Estimates

As of June 30, 2024, the company did not have any critical accounting estimates to disclose.

In summary, this blank check company has completed its IPO and is now focused on identifying and completing a business combination. It has a significant amount of cash held in trust to fund a future transaction, but may need to raise additional financing depending on the costs involved. The company’s financial performance to date has been limited, with no revenue generated and net income/losses driven by interest income and operating expenses.