Overview

We are a blank check company incorporated in the Cayman Islands on February 5, 2024, formed for the purpose of merging with or acquiring a business in the deep technology sector, such as artificial intelligence, quantum computing, and biotechnology. 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).

Results of Operations

For the three months ended September 30, 2024, we had a net income of $1,422,951, which consisted of $1,512,941 in interest earned on the cash held in our trust account, offset by $89,990 in operating costs. For the period from February 5, 2024 (inception) through September 30, 2024, we had a net income of $1,909,559, which consisted of $2,169,630 in interest earned on the trust account, offset by $260,071 in operating costs.

Liquidity and Capital Resources

We completed our IPO on May 21, 2024, raising $100 million by selling 10 million units at $10 per unit. We also sold 400,000 private placement units to our sponsor and the underwriters’ representative for $4 million. When the underwriters exercised their over-allotment option in full on May 23, 2024, we raised an additional $15 million by selling 1.5 million units.

After the IPO and private placement, we had $115,575,000 ($10.05 per unit) placed in the trust account. We incurred $5,975,732 in transaction costs for the IPO, and an additional $825,000 when the over-allotment option was exercised.

As of September 30, 2024, we had $986,256 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 also need to raise additional capital through loans or investments to complete a business combination.

The report expresses substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the date of the financial statements. This is due to the uncertainty around our ability to obtain additional financing if needed.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no off-balance sheet arrangements. 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 an advisor, EBC, to assist with our business combination process. We will pay EBC a service fee equal to 3.5% of the gross IPO proceeds (a total of $4,025,000) upon completion of the initial business combination. EBC may also receive an additional 1% fee if they introduce us to the target business.

Critical Accounting Estimates

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

In summary, we are a newly formed blank check company that has completed an IPO and is now searching for a suitable business to acquire. While we have a significant amount of cash in our trust account, we may need to raise additional funds to complete a transaction. Our financial performance so far has been limited to earning interest on the trust account funds and incurring organizational and operating expenses.