Overview

The company is a blank check company incorporated in the Cayman Islands on October 26, 2021. It was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company intends to use cash from the proceeds of its initial public offering (IPO) and private placement, as well as debt, to complete its business combination.

Results of Operations

The company has not engaged in any operations or generated any revenue to date. Its activities have been limited to organizational tasks and preparations for the IPO. The company expects to continue incurring significant costs in pursuit of a business combination, but cannot assure that its plans will be successful.

For the three months ended September 30, 2024, the company had a net loss of $15,431, consisting of formational, general and operational costs. For the three months ended September 30, 2023, the net loss was $5,000.

For the nine months ended September 30, 2024, the net loss was $50,086. For the nine months ended September 30, 2023, the net loss was $35,580. These losses also consisted of formational, general and operational costs.

Liquidity and Capital Resources

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

On October 15, 2024, the company completed its IPO of 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000. Simultaneously, it sold 715,000 placement units at $10.00 per unit in a private placement, generating $7,150,000.

After the IPO, over-allotment option exercise, and placement unit sale, a total of $231,150,000 was placed in a trust account. The company incurred $14,373,989 in transaction costs.

The company intends to use the funds in the trust account, including interest earned (net of taxes), to complete the business combination. Funds held outside the trust account will be used for working capital, due diligence, and transaction costs.

The sponsor has committed to loan the company up to $250,000 in working capital loans, which may be convertible into units upon completion of the business combination.

Off-Balance Sheet Arrangements and Contractual Obligations

The company has no off-balance sheet arrangements as of September 30, 2024. Its only significant contractual obligation is an agreement to pay $25,000 per month for office space, utilities and shared personnel support services, as well as $12,500 per month to its Chief Financial Officer.

The underwriters are also entitled to a cash underwriting discount of $4,000,000 and a deferred fee of $9,800,000, payable from the trust account upon completion of the business combination.

Critical Accounting Estimates and Recent Accounting Standards

As of September 30, 2024, the company did not have any critical accounting estimates to disclose. Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the company’s financial statements if currently adopted.