Overview

Blank Check Company Inc. (the “Company”) is a blank check company incorporated in the Cayman Islands on May 21, 2024. The Company was formed for the purpose of completing a business combination with one or more businesses. The Company expects to continue to incur significant costs in the pursuit of its acquisition plans, but cannot assure its shareholders that its plans to complete a business combination will be successful.

Results of Operations

The Company has not engaged in any operations or generated any revenues to date. Its only activities from May 21, 2024 (inception) through December 31, 2024 were organizational activities, those necessary to prepare for the Initial Public Offering, and identifying a target company for a business combination. The Company generated non-operating income in the form of interest income on marketable securities held in the Trust Account, and incurred expenses as a result of being a public company and for due diligence expenses. For the period from May 21, 2024 (inception) through December 31, 2024, the Company had net income of $3,046,826.

Factors That May Adversely Affect Results of Operations

The Company’s results of operations and its ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, such as downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability.

Liquidity and Capital Resources

Prior to the Initial Public Offering, the Company’s only source of liquidity was an initial purchase of Class B Ordinary Shares by the Sponsor and loans from the Sponsor. On September 9, 2024, the Company consummated the Initial Public Offering of 23,000,000 Public Units, generating gross proceeds of $230,000,000. Simultaneously, the Company consummated the sale of 760,000 Private Placement Units to the Sponsor and BTIG, generating gross proceeds of $7,600,000.

As of December 31, 2024, the Company had $234,500,051 in marketable securities held in the Trust Account and $798,454 in cash. The Company intends to use substantially all of the funds held in the Trust Account to complete its business combination. The Company may need to obtain additional financing to complete its business combination or if it becomes obligated to redeem a significant number of its Public Shares.

Contractual Obligations

The Company has entered into an Administrative Services Agreement and a Chief Executive Officer Agreement, which require it to pay $2,500 per month for office space, utilities and administrative support, and $12,500 per month to the CEO, respectively. The Company also has obligations related to the underwriting fees from its Initial Public Offering.

Critical Accounting Estimates and Policies

The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. The Company has not identified any critical accounting estimates.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares are classified as temporary equity.

Net Income per Ordinary Share

The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. The Company has two classes of ordinary shares, Class A and Class B, and income and losses are shared pro rata between the two classes.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.