Overview

We are a blank check company formed in May 2024 for the purpose of completing a Business Combination with one or more businesses. We intend to use the proceeds from our Initial Public Offering and the sale of Private Placement Units to fund this Business Combination.

We have not yet engaged in any operations or generated any revenue. Our activities so far have been focused on organizational tasks, preparing for the Initial Public Offering, and identifying potential target companies for the Business Combination. We expect to continue incurring significant costs as we pursue our acquisition plans, but we cannot guarantee that we will be successful in completing a Business Combination.

The SEC recently adopted new rules for special-purpose acquisition companies (SPACs) like us, which may affect our ability to negotiate and complete the initial Business Combination and increase the associated costs and time.

Results of Operations

For the three months ended September 30, 2024, we had net income of $581,366, which consisted of $664,125 in interest earned on marketable securities held in our Trust Account, offset by $82,759 in general and administrative costs.

For the period from May 21, 2024 (inception) through September 30, 2024, we had net income of $537,674, which consisted of $664,125 in interest earned on marketable securities, offset by $126,451 in general and administrative costs.

We do not expect to generate any operating revenue until after completing the Business Combination. Our non-operating income comes from interest earned on the funds held in the Trust Account.

Liquidity and Capital Resources

Prior to the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares by the Sponsor and loans from the Sponsor.

On September 9, 2024, we completed the Initial Public Offering of 23,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000. We also sold 760,000 Private Placement Units at $10.00 per unit to the Sponsor and BTIG, generating an additional $7,600,000.

After the Initial Public Offering, a total of $231,150,000 was placed in the Trust Account. We incurred $15,014,904 in offering-related costs, including underwriting fees and other expenses.

As of September 30, 2024, we had $231,814,125 in marketable securities held in the Trust Account (including $664,125 in interest income) and $876,169 in cash. We intend to use the Trust Account funds to complete the Business Combination, with any remaining amounts used as working capital.

We may need to obtain additional financing to complete the Business Combination or if we are required to redeem a significant number of our Public Shares. The Sponsor or our officers and directors may loan us additional funds if needed.

Off-Balance Sheet Arrangements and Contractual Obligations

We do not have any off-balance sheet arrangements as of September 30, 2024. Our only significant contractual obligations are:

• An agreement to pay the Sponsor $2,500 per month for office space, utilities, and administrative support
• An agreement to pay our CEO $12,500 per month for his services

The underwriters also had a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, which they exercised in full.

Critical Accounting Estimates and Policies

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts. We have not identified any critical accounting estimates.

We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (ASC) Topic 480. Changes in the redemption value are recorded against additional paid-in capital and accumulated deficit.

We comply with the accounting and disclosure requirements of ASC 260, Earnings Per Share, calculating net income per ordinary share on a pro rata basis between our two classes of shares.

Outlook

While we have not yet generated any operating revenue, we believe we are well-positioned to identify and complete a successful Business Combination that will create value for our shareholders. However, the new SPAC regulations may present challenges that impact our timeline and costs. We will continue to work diligently to find the right target and execute on our acquisition plans.