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 intends to use the proceeds from its Initial Public Offering (IPO) and the sale of private units to fund its initial business combination.

Results of Operations

The company has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational tasks, preparing for the IPO, and searching for a target business for its initial business combination. The company generates non-operating income in the form of interest income on the marketable securities held in the trust account.

For the three months ended February 28, 2025, the company had a net income of $1,942,553, which consisted of $2,251,160 in interest income offset by $308,607 in operating expenses. For the three months ended February 29, 2024, the company had a net income of $2,039,570, which consisted of $565,350 in interest income, a $1,509,375 reversal of expenses, and $35,242 in operating costs.

Liquidity and Capital Resources

As of February 28, 2025, the company had $1,377,000 in cash and working capital of $1,555,321. Prior to the IPO, the company’s liquidity needs were satisfied through a $25,000 payment from the initial shareholder and loan proceeds of $146,785 from the company’s Chief SPAC Officer. After the IPO, the company’s liquidity has been satisfied through the net proceeds held outside of the trust account.

The company intends to use substantially all of the funds held in the trust account to acquire a target business and pay related expenses. If the company is unable to raise additional capital, it may be required to take 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. If a business combination is not consummated within this time period and stockholders do not approve an extension, there will be a mandatory liquidation and subsequent dissolution. This raises substantial doubt about the company’s ability to continue as a going concern. Management plans to address this by completing a business combination by the mandatory liquidation date.

Related Party Transactions

The company has entered into several related party transactions, including:

• Issuance of 5,031,250 founder shares to the initial shareholders for $25,000
• A monthly administrative service fee of $20,000 to an entity controlled by a related party
• Promissory notes totaling $146,785 from the company’s Chief SPAC Officer to cover IPO expenses

The company may also receive Working Capital Loans from the initial shareholders, officers, directors or their affiliates to finance transaction costs related to a business combination.

Accounting Policies

The company’s critical accounting policies include the treatment of investments held in the trust account, the accounting for warrants, the classification of ordinary shares subject to possible redemption, and the calculation of net income per ordinary share.

Overall, the report provides an overview of the company’s financial position, performance, and related party transactions as it prepares to complete its initial business combination. The company faces the challenge of consummating a deal within the required timeframe to avoid mandatory liquidation, which raises substantial doubt about its ability to continue as a going concern.