Overview

We are a newly organized blank check company incorporated in August 2021 as a Cayman Islands exempted company. Our purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar combination with one or more businesses or assets. We have not generated any revenues to date and do not expect to generate operating revenues until we complete our initial business combination.

Recent Developments

In January 2025, the company:

• Amended its trust agreement and articles of association to allow for up to 12 one-month extensions of the termination date to January 2026.
• Redeemed 6,461,683 Class A ordinary shares, removing $73.5 million from the trust account.
• Issued a $335,131 promissory note to the sponsor to fund the extension payments.

On January 26, 2025, the company entered into a business combination agreement with Gadfin Ltd., an Israeli technology company that specializes in hydrogen-powered cargo delivery drones.

Results of Operations

For the three months ended March 31, 2025, the company had net income of $66,653, consisting of:

• $234,788 in dividend income from the trust account
• $113,136 gain on extinguishment of liability
• Offset by $48,243 in listing expenses, $32,167 in administrative expenses, $157,178 in legal and accounting expenses, and other costs

For the three months ended March 31, 2024, the company had net income of $575,856, consisting primarily of $1.2 million in dividend income from the trust account.

Liquidity, Capital Resources and Going Concern

As of March 31, 2025, the company had:

• $27,193 in cash and cash equivalents outside the trust account
• A working capital deficit of $1.7 million
• $9.4 million in marketable securities held in the trust account

The company may need to raise additional funds to meet working capital needs prior to completing a business combination. There is substantial doubt about the company’s ability to continue as a going concern within one year of the financial statement issuance.

The company’s sponsor or affiliates may provide loans to fund working capital or transaction costs, which could be convertible into units of the post-business combination entity.

Contractual Obligations

The company has a $5.4 million deferred discount payable to the IPO underwriters upon completion of a business combination.

Critical Accounting Estimates and Recent Accounting Pronouncements

The company has not identified any critical accounting estimates as of March 31, 2025. It has adopted recent accounting standards updates related to segment reporting and income tax disclosures.