Overview

The company is a special purpose acquisition company (SPAC) formed in June 2021 for the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses. The company has not engaged in any operations or generated any revenue to date, and its only activities have been organizational and preparing for its initial public offering (IPO). The company expects to continue incurring significant costs in pursuit of a business combination, but cannot assure that its plans will be successful.

Results of Operations

For the three months ended June 30, 2024, the company had net income of $2,212,536, which consisted of $2,442,279 in interest earned on marketable securities held in the trust account, offset by $152,343 in general and administrative expenses and $77,400 in share-based compensation expense.

For the six months ended June 30, 2024, the company had net income of $3,312,978, which consisted of $3,648,794 in interest earned on marketable securities, offset by $219,044 in general and administrative expenses and $116,772 in share-based compensation expense.

The company had no net income or loss for the three and six months ended June 30, 2023.

Liquidity and Capital Resources

The company’s only source of liquidity prior to the IPO was an initial purchase of Class B ordinary shares by the sponsor and loans from the sponsor.

On February 13, 2024, the company completed its IPO of 18,400,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $184,000,000. Simultaneously, the company sold 509,000 private placement shares to the sponsor at $10.00 per share, generating $5,090,000.

After the IPO and private placement, $184,000,000 was placed in the trust account. The company incurred $8,180,834 in IPO-related costs, including $1,840,000 in underwriting fees, $5,520,000 in deferred underwriting fees, and $820,834 in other offering costs.

As of June 30, 2024, the company had $187,648,794 in marketable securities held in the trust account (including $3,648,794 in interest income) and $1,814,499 in cash. The company intends to use the trust account funds to complete its initial business combination.

The company believes the funds outside the trust account will be sufficient to cover costs and expenses prior to the business combination, but may need additional financing to complete the 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 $6,458 per month to the sponsor for office space, utilities, administrative services, and remote support services until the earlier of the business combination completion or the company’s liquidation.

The underwriters are also entitled to a deferred underwriting commission of 3% ($5,520,000) of the IPO gross proceeds, which is payable upon completion of the initial business combination.

Critical Accounting Estimates

The company’s critical accounting estimates include the valuation of marketable securities held in the trust account, which are accounted for as trading securities and presented at fair value on the balance sheet. Gains and losses from changes in fair value are recognized in the statement of operations.

Overall, the report shows the company is in the early stages of its SPAC lifecycle, having recently completed its IPO and accumulated a significant amount of cash in its trust account to pursue a future business combination. The company has not yet generated any operating revenue, but has been able to earn interest income on the trust account funds. The key focus going forward will be identifying and completing a suitable business combination target.