Results of Operations

The company has not engaged in any operations or generated any revenues to date. Its activities since inception have been focused on organizational tasks and preparing for the Initial Public Offering (IPO). After the IPO, the company will not generate any operating revenues until it completes its initial business combination.

The company will generate non-operating income in the form of interest earned on the funds held in the Trust Account after the IPO. It also expects to incur increased expenses as a public company, such as for legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses related to the initial business combination.

For the three months ended June 30, 2024, the company had a net income of $385,370, which consists of a loss of $290,467 from formation and operating costs offset by $675,837 in income earned on the investments held in the Trust Account.

For the six months ended June 30, 2024, the company had a net income of $827,635, which consists of a loss of $635,370 from formation and operating costs offset by $1,463,005 in income earned on the Trust Account investments.

For the three months ended June 30, 2023, the company had a net income of $701,529, which consists of a loss of $140,291 from formation and operating costs offset by $841,820 in income earned on the Trust Account.

For the six months ended June 30, 2023, the company had a net income of $1,226,272, which consists of a loss of $347,790 from formation and operating costs offset by $1,574,062 in income earned on the Trust Account.

Liquidity and Capital Resources

On January 4, 2023, the company consummated its IPO of 6,000,000 units at $10.00 per unit, generating gross proceeds of $60,000,000. Simultaneously, the company sold 370,500 Private Placement Units at $10.00 per unit in a private placement, generating $3,705,000.

On January 6, 2023, the underwriters exercised the over-allotment option in full, purchasing an additional 900,000 units at $10.00 per unit, generating $9,000,000. The company also completed the private sale of 38,700 Private Placement Units at $10.00 per unit, generating $387,000.

The total transaction costs amounted to $4,892,699, consisting of $1,612,500 in underwriting discounts, $2,415,000 in deferred underwriting commissions, and $865,199 in other offering costs.

After the IPO and over-allotment, an aggregate of $70,242,000 ($10.18 per unit) from the net proceeds and the sale of the Private Placement Units was held in the Trust Account. As of June 30, 2024, the Trust Account held $52,553,058 in marketable securities.

As of June 30, 2024, the company had a cash balance of $1,473 and a working capital deficit of $2,446,171. The company’s liquidity needs prior to the IPO were satisfied through a $25,000 capital contribution from the Sponsor to purchase the founder shares. As of June 30, 2024, there was $1,042,500 outstanding as loans against a promissory note issued to the Sponsor for an extension of the business combination deadline.

The company expects to need additional capital to satisfy its liquidity needs beyond the net proceeds from the IPO, such as for identifying and evaluating prospective business combination candidates, performing due diligence, and consummating the initial business combination. The company’s founders or their affiliates may provide loans, but there is no guarantee they will do so.

The company has adopted an extension amendment that allows it to extend the deadline for completing the business combination up to January 4, 2025, by providing five days’ advance notice to the trustee and depositing $55,000 per month extension into the Trust Account.

In connection with the shareholders’ vote on December 28, 2023, 2,160,774 ordinary shares were redeemed for a pro rata portion of the funds held in the Trust Account, resulting in approximately $23,302,146 being removed from the Trust Account. Approximately $51,712,221 remained in the Trust Account after the redemptions, and the company now has 6,873,426 ordinary shares outstanding.

On January 5, 2024, the company entered into a merger agreement to complete a business combination transaction with HCYC Group Company Limited.

The company’s ability to continue as a going concern is uncertain, as it has incurred and expects to continue incurring significant costs in pursuit of its financing and acquisition plans. Management plans to address this uncertainty leading up to the initial business combination, but there is no guarantee the company will be successful in raising capital or consummating the initial business combination.