Overview

We are a newly organized blank check company incorporated in August 2021 as a Cayman Islands exempted company. Our purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar combination with one or more businesses or assets. We have not generated any revenues to date and do not expect to generate operating revenues until we consummate our initial business combination. Our focus is on high-growth technology companies domiciled in or with significant connections to Israel.

Recent Developments

• On January 2, 2024, we entered into a Business Combination Agreement with Pomvom Ltd. to merge Pomvom with a newly formed subsidiary of ours. This transaction was later mutually terminated on August 22, 2024.

• We have issued promissory notes to our sponsor to fund extension payments and provide additional working capital as needed. As of September 30, 2024, we had $150,000 outstanding on the July Promissory Note.

• On October 16, 2024, we entered into a non-binding letter of intent with Gadfin Aero-Logistics Systems, an Israeli company, regarding a potential business combination.

Results of Operations

We have not commenced operations and are focused on identifying a target for our initial business combination. Our net income is primarily derived from interest and dividend income on the funds held in our trust account.

Liquidity, Capital Resources and Going Concern

• As of September 30, 2024, we had $26,702 in cash and a working capital deficit of $1,047,973.
• We have $81.5 million in our trust account, which we intend to use to complete our initial business combination.
• We may need to raise additional funds to meet working capital needs prior to completing a business combination. Our sponsor or affiliates may provide loans if required.
• The conditions raise substantial doubt about our ability to continue as a going concern within one year from the date the financial statements are issued.

Contractual Obligations

• The underwriters of our IPO are entitled to a $5.4 million deferred discount, payable upon completion of a business combination.
• We do not have any other long-term debt, capital leases, or long-term liabilities.

Critical Accounting Estimates and Recent Pronouncements

• We have not identified any critical accounting estimates as of September 30, 2024.
• We are assessing the impact of a new accounting standard related to income tax disclosures, which will be effective after December 15, 2024.

In summary, we are a newly formed blank check company focused on identifying an Israeli technology target for our initial business combination. While we have not yet completed a deal, we have sufficient funds in our trust account and the ability to obtain additional financing if needed to continue our operations. However, the conditions raise substantial doubt about our ability to continue as a going concern in the near term.