Overview

The company was incorporated in the Cayman Islands on November 6, 2023 with the objective of acquiring one or more businesses or entities through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination. The company plans to use the cash from the proceeds of the IPO and the sale of the Private Placement Units, as well as debt or a combination of cash, shares and debt, to effectuate the business combination.

The company expects to continue to incur significant costs in connection with closing the initial business combination. However, there is no assurance that the company’s plans to raise capital or complete the initial business combination will be successful.

Results of Operations

The company has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational activities, preparing for the IPO, and searching for a target business for the initial business combination. The company expects to generate non-operating income in the form of interest income on marketable securities held in the Trust Account, but does not expect to generate any operating revenues until after the completion of the initial business combination.

For the year ended November 30, 2024, the company had a net income of $8,215,998, consisting of $8,886,424 in interest income (including $8,816,362 from the trust account and $70,062 from the operating account), offset by $670,426 in operating costs. For the year ended November 30, 2023, the company had a net loss of $17,632, consisting entirely of operating costs.

Liquidity and Capital Resources

As of November 30, 2024, the company had $1,625,752 in cash and working capital of $1,852,705. Prior to the IPO, the company’s liquidity needs were satisfied through a $25,000 payment from the initial shareholder for the issuance of founder shares, and $146,785 in loan proceeds from the company’s Chief SPAC Officer under promissory notes. These note balances were settled shortly after the IPO.

The company intends to use substantially all of the funds held in the Trust Account (excluding deferred underwriting commissions) to acquire a target business or businesses and to pay its expenses relating thereto. If the company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include suspending the pursuit of a potential transaction.

Going Concern Consideration

The company has until February 8, 2026 (or until May 8, 2026 if it has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination prior to February 8, 2026) to consummate an initial Business Combination. It is uncertain whether the company will be able to consummate a Business Combination by this time period. If a Business Combination is not consummated within this time period and stockholders do not approve an amendment to extend the deadline, there will be a mandatory liquidation and subsequent dissolution. This raises substantial doubt about the company’s ability to continue as a going concern one year from the date the audited financial statements are issued. Management plans to address this by completing a Business Combination by the mandatory liquidation date.

Off-Balance Sheet Arrangements and Contractual Obligations

The company did not have any off-balance sheet arrangements or long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of November 30, 2024.

Critical Accounting Policies

The company’s critical accounting policies include the accounting for investments held in the Trust Account, the accounting for warrants, the accounting for ordinary shares subject to possible redemption, and the calculation of net income per ordinary share. There have been no significant changes in these policies since the company’s final prospectus and Form 8-K filings.

Related Party Transactions

The company has engaged in several related party transactions, including:

• Issuance of founder shares to the initial shareholders for $25,000
• A monthly administrative service fee of $20,000 paid to an entity controlled by a related party
• Promissory notes totaling $146,785 from the company’s Chief SPAC Officer, which were settled after the IPO
• Potential for working capital loans from the initial shareholders, officers, directors or their affiliates, up to $1,500,000 of which could be converted into units identical to the Private Placement Units

Overall, the company’s financial performance has been focused on preparing for and executing the IPO, with no operating revenues to date. The key risks and uncertainties facing the company are the ability to successfully complete an initial business combination within the required timeframe, and the company’s ability to continue as a going concern if a business combination is not achieved. The company’s liquidity position appears sufficient in the near-term, but its long-term success will depend on its ability to identify and acquire a suitable target business.