Overview

We are a newly organized blank check company incorporated in 2021 with the purpose of merging with or acquiring a business, particularly a high-growth technology company with ties to Israel. As of June 30, 2024, we have not commenced any operations and have generated no revenues to date. Our only activities so far have been related to our formation, initial public offering, and the search for a target business to combine with.

Recent Developments

In January 2024, we entered into a Business Combination Agreement with Pomvom Ltd., a company based in Israel. This agreement outlines the terms and conditions for a merger between our company and Pomvom, which would result in Pomvom becoming a wholly-owned subsidiary of a new public company.

To fund our operations prior to the business combination, we have taken out several promissory notes from our sponsor, including a $1.5 million note issued in July 2024. We have also drawn on a previous extension note to pay for additional time to complete the merger.

Results of Operations

For the three months ended June 30, 2024, we had net income of $738,891, primarily from dividend income on the marketable securities held in our trust account, offset by various operating expenses such as legal, accounting, and insurance costs. For the six months ended June 30, 2024, we had net income of $1,314,747, with a similar mix of income and expenses.

Liquidity, Capital Resources and Going Concern

As of June 30, 2024, we had $66,926 in cash and cash equivalents outside of our trust account, and a working capital deficit of $663,702. The funds in our trust account, totaling $80.3 million, are intended to be used to complete our initial business combination.

We may need to raise additional funds to meet our working capital needs prior to the business combination. Our sponsor or affiliates have agreed to loan us up to $1.5 million if required. However, the need for this additional funding raises substantial doubt about our ability to continue as a going concern within one year of the financial statement issuance.

Contractual Obligations

We do not have any long-term debt, capital leases, or other significant long-term liabilities as of June 30, 2024. The only material contractual obligation is the $5.4 million deferred discount owed to the underwriters of our initial public offering, which will become payable upon completion of the business combination.

Critical Accounting Estimates

We have not identified any critical accounting estimates as of June 30, 2024.

Recent Accounting Pronouncements

In December 2023, the FASB issued an accounting standards update that will require additional disclosures related to income taxes, effective for fiscal years beginning after December 15, 2024. We are currently assessing the impact, if any, this update will have on our financial statements.