Overview

We are a blank check company incorporated in the Cayman Islands on December 6, 2021, formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans, but we cannot assure you that our plans to complete a Business Combination will be successful.

Recent Developments

In July 2023, our shareholders approved proposals to extend the deadline to complete our initial business combination and to remove certain limitations on redeeming our public shares. This resulted in the redemption of 8.7 million shares for $92.5 million. In July 2024, shareholders approved further extensions to the deadline, leading to the redemption of an additional 2.5 million shares for $26.3 million.

We have received notices from Nasdaq indicating that we no longer meet the minimum market value of listed securities requirement. We are working to regain compliance and have begun the process to move our shares to the over-the-counter market as an interim measure.

In May 2024, our President, Chief Operating Officer, and Head of M&A resigned. Trading in our securities was suspended in September 2024, and we expect our securities to be delisted from Nasdaq.

Advances from Related Parties

As of November 30, 2024, we have received $1.2 million in non-interest bearing advances from our Sponsor, which have been used to fund the extensions of our business combination deadline. We have also received $231,666 in non-interest bearing advances from Allrites, the company we have agreed to merge with.

Business Combination Agreement

In May 2023, we entered into a definitive Business Combination Agreement with Allrites Holdings Pte Ltd., a Singapore private company. Under the agreement, Allrites shareholders will receive 9.2 million of our Class A ordinary shares, valued at $10 per share, for an aggregate value of $92 million. Additional consideration of up to $18 million in shares may be earned based on Allrites’ future recurring revenue performance.

The Business Combination Agreement can be terminated under certain circumstances, including if the transaction is not completed by July 18, 2025, unless we receive shareholder approval to extend the deadline. If the agreement is terminated, the terminating party may be required to pay a $350,000 break-up fee.

Results of Operations

We have not engaged in any operations or generated any revenues to date. Our activities have been limited to organizational tasks, preparing for the Initial Public Offering, and identifying a target company for a Business Combination.

For the year ended November 30, 2024, we had net income of $189,524, consisting of $1.1 million in interest income on marketable securities held in the Trust Account, partially offset by $938,890 in operating costs.

For the year ended November 30, 2023, we had net income of $2.4 million, which included $4.1 million in interest income and a $624,000 unrealized gain on marketable securities, offset by $1.7 million in operating and formation costs.

Liquidity and Capital Resources

We completed our $115 million Initial Public Offering in April 2022, along with a $5 million private placement of warrants. The net proceeds were placed in a Trust Account.

For the year ended November 30, 2024, we used $431,473 in cash for operating activities. As of November 30, 2024, we had $45,397 in cash outside the Trust Account and $3.2 million in the Trust Account.

We expect to incur significant costs to identify and evaluate target businesses and complete a Business Combination. We may need to raise additional capital through loans or investments to meet our working capital needs. If we are unable to complete a Business Combination by December 18, 2024, we will be forced to liquidate.

Off-Balance Sheet Arrangements and Contractual Obligations

We do not have any off-balance sheet arrangements as of November 30, 2024. Our contractual obligations include a $20,000 per month fee for office space and administrative support, as well as a deferred underwriting fee of up to $4.0 million payable upon completion of a Business Combination.

We have also guaranteed a $1.5 million venture debt facility provided by Iris Fund LP to our merger target, Allrites Holdings Pte Ltd.

Critical Accounting Policies

We have not identified any critical accounting policies. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts, but we have not deemed any of these policies to be critical.