Overview

We are a blank check company incorporated in the Cayman Islands on February 5, 2024, formed for the purpose of merging with or acquiring a business in the deep technology sector, particularly in Asia. We have not engaged in any operations or generated any revenue yet, and our only activities so far have been organizational and preparing for our initial public offering (IPO). We expect to continue incurring significant costs in our pursuit of a business combination, but we cannot guarantee that we will be successful.

Results of Operations

From our inception on February 5, 2024 through December 31, 2024, we had a net income of $3,157,131. This consisted of $3,518,931 in interest earned on the cash held in our trust account, offset by $361,800 in operating costs. We have not generated any operating revenue to date, and we do not expect to until after we complete a business combination.

Liquidity and Capital Resources

Prior to our IPO, our only source of liquidity was an initial purchase of shares by our sponsor and the issuance of representative shares. On May 21, 2024, we completed our IPO of 10,000,000 units at $10 per unit, raising $100 million. We also sold 400,000 private placement units to our sponsor and the underwriters’ representative for $4 million.

When the underwriters exercised their over-allotment option in full on May 23, 2024, we sold an additional 1,500,000 units for $15 million and an additional 37,500 private placement units for $375,000. In total, we placed $115,575,000 in a trust account.

As of December 31, 2024, we had $958,786 in cash outside the trust account to fund our operations prior to a business combination. We may need to obtain additional financing to complete a business combination or if we are required to redeem a significant number of our public shares. Our officers, directors, and sponsor may provide loans, but they are not obligated to do so.

We have determined that the conditions raise substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the date of the financial statements. However, the financial statements do not include any adjustments relating to the recovery of assets or classification of liabilities that might be necessary if we are unable to continue as a going concern.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no off-balance sheet arrangements as of December 31, 2024. Our only significant contractual obligation is an agreement to pay $10,000 per month to our sponsor or an affiliate for office space, utilities, and administrative support until we complete a business combination or liquidate.

We have also engaged an advisor, EBC, to assist with our business combination. We will pay EBC a service fee equal to 3.5% of the gross IPO proceeds (a total of $4,025,000) upon completion of the business combination. EBC will also receive a 1% fee on the total consideration payable in the initial business combination if they introduce us to the target.

Critical Accounting Estimates

As of December 31, 2024, we did not have any critical accounting estimates to disclose.