Overview

The report discusses a blank check company, incorporated in the Cayman Islands on January 13, 2025, that was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company intends to use the cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, as well as debt or a combination of cash, shares and debt, to complete its business combination.

The company expects to continue to incur significant costs in the pursuit of its acquisition plans, but cannot assure that its plans to complete a Business Combination will be successful. The report also discusses the impact of the SEC’s adoption of additional rules and regulations relating to special purpose acquisition companies (SPACs) in 2024, which may materially affect the company’s ability to negotiate and complete its initial Business Combination and may increase the costs and time related thereto.

Results of Operations

The company has not engaged in any operations or generated any revenues to date. Its only activities from January 13, 2025 (inception) through March 31, 2025 were organizational activities, those necessary to prepare 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 period from January 13, 2025 (inception) through March 31, 2025, the company had a net loss of $43,944, which consisted of general and administrative costs.

Factors That May Adversely Affect our Results of Operations

The company’s results of operations and its ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, such as downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuation in interest rates, increase in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, the company’s only source of liquidity was an initial purchase of shares of Class B ordinary shares by the Sponsor and loans from the Sponsor.

Subsequent to the quarterly period covered by the report, on May 19, 2025, the company consummated the Initial Public Offering of 30,015,000 units at $10.00 per Unit, generating gross proceeds of $300,150,000. Simultaneously, the company consummated the sale of an aggregate of 7,220,000 Private Placement Warrants to the Sponsor and Cantor, generating gross proceeds of $7,220,000.

The company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete its Business Combination. The remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue its growth strategies.

The company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if its estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, it may have insufficient funds available to operate its business prior to its Business Combination.

Off-Balance Sheet Arrangements

The company has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025. It has not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

The company does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor to pay an aggregate of $12,500 per month for office space, utilities, and secretarial and administrative support. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company.

The underwriters are entitled to a deferred underwriting discount of 4.50% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.50% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, $14,289,750 in the aggregate upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Critical Accounting Estimates

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