Overview

We were incorporated as a Cayman Islands exempted company on July 29, 2021 for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On December 17, 2021, we completed our initial public offering (IPO) of 34,500,000 units at $10.00 per unit, raising gross proceeds of $345 million. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant.

We initially had until June 17, 2023 to consummate a business combination, with the ability to extend this deadline up to 24 months by depositing additional funds into the trust account. In 2023, we obtained shareholder approval to extend the deadline to June 17, 2024 without requiring additional deposits.

Recent Developments

In 2023 and 2024, we took several actions to extend our deadline to complete a business combination:

• In June 2023, shareholders approved extending the deadline to August 17, 2023, with the sponsor depositing $0.024 per public share into the trust account.
• In August, September, and October 2023, the sponsor and Pala made additional deposits to further extend the deadline to November 17, 2023.
• In November 2023, shareholders approved removing the monthly extension payment requirement and extending the deadline to June 17, 2024.
• In May 2024, shareholders approved a further extension to June 17, 2025.

In January 2024, we entered into a share purchase agreement with a new sponsor, Camel Bay, LLC. This transaction involved the transfer of founder shares, cancellation of warrants and promissory notes, and appointment of new officers and directors.

On May 12, 2024, we entered into an agreement to merge with Class Over Inc., an online K-12 education provider.

Results of Operations

We have not generated any operating revenue to date, as our activities have been focused on our IPO and searching for a business combination target. We have reported net income in recent quarters, primarily due to interest earned on the trust account investments and changes in the fair value of our warrant liabilities.

For the six months ended June 30, 2024, we reported net income of $4.1 million, consisting of $1.3 million in interest income, $1.5 million in favorable changes to warrant liabilities, and $1.6 million in debt forgiveness, partially offset by $0.3 million in general and administrative expenses.

For the six months ended June 30, 2023, we reported net income of $3.8 million, consisting of $6.7 million in interest income, offset by $0.9 million in unfavorable changes to warrant liabilities and $1.9 million in formation and operating costs.

Liquidity and Capital Resources

As of June 30, 2024, we had $15,213 in cash and a working capital deficit of $230,277. Our liquidity needs prior to the IPO were satisfied through a $25,000 payment from the sponsor for founder shares and a $300,000 promissory note, which was repaid at the time of the IPO.

Since the IPO, we have relied on loans from the sponsor and Pala to fund our operations and extend our deadline to complete a business combination. As of June 30, 2024, we had no outstanding borrowings under the working capital loan facility, but had $196,568 outstanding under a promissory note with the new sponsor.

The company has expressed substantial doubt about its ability to continue as a going concern if it is unable to complete a business combination by June 17, 2025. Management is actively seeking a suitable business combination target.

Critical Accounting Policies

The company’s critical accounting policies include the treatment of ordinary shares subject to possible redemption, the calculation of net income per ordinary share, and the accounting for warrant liabilities. The company classifies ordinary shares subject to redemption as temporary equity and recognizes changes in redemption value immediately. Diluted net income per share does not consider the effect of warrants, as their inclusion would be anti-dilutive. Warrants are accounted for as liabilities and marked-to-market at each balance sheet date.

Commitments and Contractual Obligations

The company has commitments under a registration rights agreement to register the sale of founder shares, private placement warrants, and any other securities held by the initial shareholders. The company also has obligations under the underwriting agreement, including a 5% marketing fee payable upon completion of a business combination, which was later cancelled.

JOBS Act

As an emerging growth company, the company has elected to delay the adoption of new or revised accounting standards and is exempt from certain disclosure requirements applicable to non-emerging growth public companies.