Overview

We are a blank check company formed in the British Virgin Islands on March 18, 2021 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, or similar business combination with one or more businesses or entities. We have not generated any revenue since inception and have incurred losses from formation costs and lack of operations. Our operations have been limited to the active solicitation of a target business to complete a business combination.

Results of Operations

Since our initial public offering on August 10, 2021, our activity has been focused on evaluating potential business combination candidates. We have not generated any operating revenues and expect to incur increased expenses as a public company, as well as for due diligence on potential acquisition targets.

For the six months ended June 30, 2024, we had a net income of $12,991, which consisted of general and administrative expenses, dividend income, and interest income. For the six months ended June 30, 2023, we had a net income of $69,385 from similar sources.

For the three months ended June 30, 2024, we had a net income of $53,057, and for the three months ended June 30, 2023, we had a net income of $45,407. These quarterly results also consisted of general and administrative expenses, dividend income, and interest income.

Liquidity and Capital Resources

On August 10, 2021, we completed our initial public offering of 5,750,000 units at $10 per unit, raising gross proceeds of $57.5 million. We also completed a private placement of 307,500 units at $10 per unit, raising an additional $3.075 million.

As of June 30, 2024, we had $12,929 in cash outside our trust account and $18,720,990 in marketable securities held in the trust account. We had a working capital deficit of $3,086,973.

We intend to use the funds in the trust account, as well as any additional funds raised, to acquire a target business and pay related expenses. We may also use our capital stock as consideration for a business combination. If the business combination does not close, we may use a portion of the working capital outside the trust account to repay any loans from our management team, but no trust account funds would be used for such repayment.

The Company has issued various promissory notes to its Sponsor to extend the deadline to complete a business combination. As of the date of this report, the Company has until September 10, 2024 to consummate a business combination, with the ability to further extend the deadline five more times for one month each through February 10, 2025. If a business combination is not completed by September 10, 2024 and an extension is not obtained, the Company will be required to liquidate.

Critical Accounting Policies

The Company has identified the following critical accounting policies:

Warrants: The Company accounts for the warrants issued in connection with the IPO and private placements as equity-classified instruments, as they meet the criteria for equity classification under ASC 815.

Ordinary Shares Subject to Possible Redemption: The Company classifies its ordinary shares subject to possible redemption in accordance with ASC 480. Ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain future events are classified as temporary equity.

Net Income Per Ordinary Share: The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. The Company has not considered the effect of the warrants and rights in the calculation of diluted net income per share, as their exercise is contingent on future events and their inclusion would be anti-dilutive.