Overview

The report provides an overview of the financial performance and operations of a blank check company incorporated in the Cayman Islands on November 17, 2021. The company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that it has not yet identified.

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 Initial Public Offering, and identifying a target company for a business combination. The company does not expect to generate any operating revenues until after the completion of its business combination.

For the three months ended March 31, 2025, the company had a net income of $2,170,157, which consists of interest income on cash held in the Trust Account of $2,443,306, offset by operating costs of $273,149. For the three months ended March 31, 2024, the company had a net loss of $46,200, which consists of formation and operational costs.

Liquidity and Capital Resources

On June 27, 2024, the company consummated the Initial Public Offering of 23,000,000 Units, generating gross proceeds of $230,000,000. Simultaneously, the company consummated the sale of 6,000,000 Private Placement Warrants, generating gross proceeds of $6,000,000.

As of March 31, 2025, the company had cash held in the Trust Account of $238,208,070 (including approximately $8,208,070 of interest income). The company intends to use substantially all of the funds held in the Trust Account to complete its business combination.

As of March 31, 2025, the company had cash of $360,166, which it intends to use for identifying and evaluating target businesses, performing due diligence, and structuring, negotiating, and completing a business combination.

The company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties to meet its working capital needs. If the company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

Off-Balance Sheet Arrangements and Contractual Obligations

The company has no off-balance sheet arrangements and its only contractual obligation is an agreement to pay an affiliate of the Sponsor $20,000 per month for office space, utilities, and administrative support services.

The underwriters are entitled to an underwriting discount of $0.20 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, or $4,000,000 in the aggregate, paid upon the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred fee of $0.40 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, and $0.60 per Unit on Units sold pursuant to the underwriters’ over-allotment option, or $9,800,000 in the aggregate.

Critical Accounting Estimates and Recent Accounting Standards

As of March 31, 2025, the company did not have any critical accounting estimates to be disclosed. 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.

Outlook

The company’s ability to continue as a going concern is dependent on its ability to complete a business combination before the end of the Combination Period, which is currently June 27, 2026. If the company is unable to consummate a business combination by the end of the Combination Period, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the liquidity condition raises substantial doubt about the company’s ability to continue as a going concern.