Results of Operations

The company has not engaged in any operations or generated any revenues to date. Its only activities since inception have been organizational activities and those necessary to complete the Initial Public Offering (IPO). After the IPO, the company will not generate any operating revenues until it completes its initial business combination. However, the company will generate non-operating income in the form of interest income from the funds held in the Trust Account after the IPO.

The company expects to incur increased expenses as a result of being a public company, including for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses related to the initial business combination.

For the three months ended March 31, 2025, the company had a net income of $117,969, which consists of a loss of $183,402 from formation and operating costs, offset by $301,371 in income earned on the investments held in the Trust Account.

For the three months ended March 31, 2024, the company had a net income of $442,265, which consists of a loss of $344,903 from formation and operating costs, offset by $787,168 in income earned on the investments held in the Trust Account.

Liquidity and Capital Resources

On January 4, 2023, the company consummated its IPO of 6,000,000 units at $10.00 per unit, generating gross proceeds of $60,000,000. Simultaneously, the company sold 370,500 Private Placement Units at $10.00 per unit in a private placement, generating $3,705,000 in gross proceeds.

On January 6, 2023, the underwriters exercised their over-allotment option in full, purchasing an additional 900,000 units at $10.00 per unit, generating $9,000,000 in gross proceeds. The company also completed the private sale of an additional 38,700 Private Placement Units at $10.00 per unit, generating $387,000 in gross proceeds.

After the IPO and over-allotment, an aggregate of $70,242,000 ($10.18 per unit) from the net proceeds and the sale of the Private Placement Units was held in the Trust Account. As of March 31, 2025, the Trust Account held $15,596,634 in marketable securities.

The company intends to use substantially all of the funds held in the Trust Account, including any amounts representing income earned on the Trust Account (less amounts released for taxes and deferred underwriting commissions), to complete its initial business combination. The company may withdraw interest and dividend income from the Trust Account to pay taxes, if any.

As of March 31, 2025, the company had a cash balance of $1,377 and a working capital deficit of $3,553,143. The company’s liquidity needs prior to the IPO were satisfied through a $25,000 capital contribution from the Sponsor to purchase the founder shares. As of March 31, 2025, the company had outstanding loans of $1,262,500 from the Sponsor and $54,979 from HCYC to extend the business combination period.

The company expects that it will need additional capital beyond the net proceeds from the IPO and the funds held outside the Trust Account to satisfy its liquidity needs for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence, and completing the initial business combination. The company’s founders or their affiliates may loan the company funds as required, and such loans may be convertible into working capital units.

The company has extended the deadline to complete its initial business combination multiple times, with the current deadline being October 4, 2025. In connection with these extensions, the company has made extension payments into the Trust Account and shareholders have exercised their redemption rights, reducing the funds available in the Trust Account.

The company’s ability to continue as a going concern is uncertain, and the financial statements do not include any adjustments that might result from this uncertainty. The company’s plans to raise capital or consummate the initial business combination may not be successful, and these factors raise substantial doubt about the company’s ability to continue as a going concern.