Overview

This report provides a summary and analysis of the key financial information for a blank check company incorporated in the Cayman Islands on November 17, 2021. The company 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 that it has not yet identified.

Results of Operations

The company has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational tasks, preparing for the initial public offering (IPO), and identifying a target company for a business combination. The company does not expect to generate any operating revenues until after the completion of its business combination.

For the three months ended September 30, 2024, the company had a net income of $2,799,891, which consists of $2,995,098 in interest income on cash held in the trust account, offset by $195,207 in operating costs.

For the nine months ended September 30, 2024, the company had a net income of $2,781,073, which consists of $3,093,615 in interest income on cash held in the trust account, offset by $312,542 in operating costs.

For the three months ended September 30, 2023, the company had no net income or loss.

For the nine months ended September 30, 2023, the company had a net loss of $45, which consists of operating costs.

Liquidity and Capital Resources

On June 27, 2024, the company completed its IPO of 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000. Simultaneously, the company sold 6,000,000 private placement warrants at $1.00 per warrant, generating an additional $6,000,000.

The company incurred $14,455,519 in IPO-related costs, including $4,000,000 in cash underwriting fees, $9,800,000 in deferred underwriting fees, and $655,519 in other offering costs.

As of September 30, 2024, the company had $233,093,615 in cash held in the trust account (including $3,093,615 in interest income) and $568,772 in cash outside the trust account. The company intends to use the funds in the trust account to complete its business combination, with the remaining proceeds used as working capital to finance the operations of the target business.

The company does not believe it will need to raise additional funds to meet its expenditures prior to the business combination. However, it may need to obtain additional financing to complete the business combination or if it is required to redeem a significant number of its public shares.

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 $20,000 per month to an affiliate of the sponsor for office space, utilities, and administrative support services. This agreement will continue until the earlier of the completion of the business combination or the company’s liquidation.

The company also has a contractual obligation to pay the underwriters of the IPO a deferred underwriting fee of $0.40 per unit on units other than those sold pursuant to the underwriters’ over-allotment option, and $0.60 per unit on units sold pursuant to the over-allotment option, for a total of $9,800,000. This fee will only be payable upon the completion of the business combination.

Critical Accounting Estimates

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