Overview

We are a blank check company formed in the British Virgin Islands on March 18, 2021 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. We have not generated any revenue and have had losses since inception from incurring formation costs. We have relied on the sale of our securities and loans from our officers and directors to fund our operations.

On August 10, 2021, we completed our initial public offering of 5,750,000 units at $10 per unit, raising gross proceeds of $57.5 million. We also completed a private placement of 307,500 units at $10 per unit, raising an additional $3.075 million. The net proceeds from these transactions were placed in a trust account.

Results of Operations

Since our initial public offering, our activity has been limited to evaluating potential business combination candidates. We have not generated any operating revenues and expect to incur increased expenses as a public company and in our efforts to identify and complete a business combination.

For the nine months ended September 30, 2024, we had a net loss of $64,590, which was comprised of general and administrative expenses, dividend income and interest income. For the nine months ended September 30, 2023, we had net income of $80,081.

For the three months ended September 30, 2024, we had a net loss of $77,581. For the three months ended September 30, 2023, we had net income of $10,696.

Liquidity and Capital Resources

As of September 30, 2024, we had $18,488 in cash outside our trust account and a working capital deficit of $3,362,330. The trust account held $58,075,000 in investments as of that date.

We intend to use the funds in the trust account, as well as any other net proceeds not expended, to acquire a target business and pay related expenses. We may also use a portion of the working capital held outside the trust account to repay any loans from our management team, but no proceeds from the trust account would be used for such repayment.

The Company has until December 10, 2024 to consummate a business combination, with the ability to further extend this deadline five times for one month each through February 10, 2025. If a business combination is not completed by the deadline and an extension is not requested, there will be a mandatory liquidation and dissolution of the Company. Management has determined that this raises substantial doubt about the Company’s ability to continue as a going concern.

Off-Balance Sheet Financing Arrangements

We do not have any off-balance sheet financing arrangements.

Contractual Obligations

We have an agreement to pay our Sponsor a monthly fee of $10,000 for general and administrative services, including office space, utilities and administrative services. This fee will continue until the earlier of the completion of a business combination and the Company’s liquidation.

Critical Accounting Policies

The Company’s critical accounting policies include the accounting for warrants, ordinary shares subject to possible redemption, and net income per ordinary share. These policies require the use of estimates and assumptions that could materially impact the financial statements.