Overview

We are a blank check company formed in May 2024 for the purpose of completing a merger, asset acquisition, share exchange, or similar business combination with one or more businesses or entities. We intend to use the proceeds from our initial public offering (IPO) and private placement to identify and acquire a target company.

Results of Operations

Since our inception, we have not engaged in any operations or generated any revenue. Our only activities have been organizational tasks and preparing for our IPO. After the IPO, we will not generate any operating revenue until we complete our initial business combination. We will earn non-operating income in the form of interest on the cash held in our trust account.

For the three months ended March 31, 2025, we incurred $180,000 in general and administrative costs, primarily related to public reporting and listing requirements.

Liquidity and Capital Resources

Prior to our IPO, our liquidity needs were met through a $25,000 payment from our sponsor to cover formation and offering costs, as well as $225,000 in loans from our sponsor, which were repaid after the IPO.

On April 3, 2025, we completed our IPO of 25,000,000 units at $10 per unit, raising $250 million in gross proceeds. Simultaneously, we sold 620,000 private placement units to our sponsor for $6.2 million. The net proceeds from the IPO and private placement, totaling $250 million, were placed in a trust account.

As of March 31, 2025, we had $0 in cash held in the trust account. We have approximately $1.3 million in funds available outside the trust account to identify and evaluate target businesses, conduct due diligence, and negotiate a business combination.

If the funds available outside the trust account are insufficient, our sponsor or its affiliates may loan us additional funds, which could be convertible into private units of the post-business combination entity. We may also need to obtain additional financing to complete a business combination if the transaction requires more cash than is available in the trust account.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no off-balance sheet arrangements as of March 31, 2025. Our only contractual obligation is an agreement to pay $5,000 per month for office space, utilities, and administrative support.

Critical Accounting Estimates and Recent Accounting Standards

As of March 31, 2025, we did not have any critical accounting estimates. Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the company’s financial statements if currently adopted.