Overview

The report provides an overview of a blank check company, which was incorporated in the Cayman Islands on April 4, 2024, with the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other 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 its shares, debt or a combination of cash, shares and debt, to complete the Business Combination.

Results of Operations

The company has not engaged in any operations or generated any revenues to date. Its activities from April 4, 2024 (inception) through June 30, 2024 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 April 4, 2024 (inception) through June 30, 2024, the company had a net loss of $52,663, which consisted of general and administrative costs.

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 this report, on August 19, 2024, the company consummated the Initial Public Offering of 23,000,000 Units at $10.00 per Unit, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, generating gross proceeds of $230,000,000. Simultaneously, the company consummated the sale of an aggregate of 6,850,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor and Cantor Fitzgerald & Co., generating gross proceeds of $6,850,000.

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 the company’s 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 the actual amount necessary to complete the Business Combination is more than the estimated amount, the company may need to obtain additional financing either to complete the Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon consummation of the Business Combination.

Off-Balance Sheet Arrangements

The company has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2024. The company 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 the Sponsor a total of $15,000 per month for office space, utilities and secretarial and administrative support services. The underwriters have a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any. On August 19, 2024, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit.

Critical Accounting Estimates

As of June 30, 2024, the company did not have any critical accounting estimates to be disclosed.