Overview

We are a blank check company formed in the Cayman Islands on February 5, 2024, with the purpose of merging with or acquiring a business, particularly in the deep technology sector in Asia. We have not engaged in any operations or generated any revenue yet, and our only activities so far have been organizational and preparing for our initial public offering (IPO). We expect to continue incurring significant costs as we search for a suitable business to combine with, but we cannot guarantee that our plans will be successful.

Results of Operations

For the three months ended June 30, 2024, we had a net income of $547,028, which consisted of $656,689 in interest earned on the cash held in our trust account, offset by $109,661 in operating costs. For the period from February 5, 2024 (inception) through June 30, 2024, we had a net income of $486,608, which included $656,689 in interest income and $170,081 in operating costs.

Liquidity and Capital Resources

Prior to our IPO, our only source of funding was from the initial purchase of shares by our sponsor and the issuance of representative shares.

On May 21, 2024, we completed our IPO of 10,000,000 units at $10.00 per unit, raising $100 million in gross proceeds. Simultaneously, we sold 400,000 private placement units to our sponsor and the underwriters’ representative at $10.00 per unit, raising an additional $4 million.

On May 23, 2024, the underwriters exercised their over-allotment option in full, resulting in the sale of an additional 1,500,000 units at $10.00 per unit, raising $15 million. Our sponsor and the underwriters’ representative also purchased an additional 37,500 private placement units, generating $375,000.

In total, we placed $115,575,000 ($10.05 per unit) into a trust account, after incurring $5,975,732 in transaction costs for the IPO and an additional $825,000 in costs related to the over-allotment option.

As of June 30, 2024, we had $964,823 in cash outside the trust account, which we intend to use for identifying and evaluating target businesses, due diligence, and other transaction costs. We may need to raise additional capital through loans or investments to finance our operations prior to completing a business combination.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no off-balance sheet arrangements as of June 30, 2024. Our only significant contractual obligation is an agreement to pay $10,000 per month to our sponsor or an affiliate for office space, utilities, and administrative support until we complete a business combination or liquidate.

We have also engaged EarlyBirdCapital, Inc. as an advisor for our business combination, and we will owe them a fee equal to 3.5% of the IPO gross proceeds ($4,025,000) upon completion of the initial business combination. We may also owe them an additional 1.0% fee if they introduce us to the target business.

Critical Accounting Estimates

As of June 30, 2024, we did not have any critical accounting estimates to disclose.