Overview

We are a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets. We intend to use the cash from our IPO and private placement, as well as debt and equity financing, to complete our initial business combination.

The issuance of additional shares or debt to complete a business combination could significantly dilute the equity interest of our IPO investors or subordinate their rights. It could also result in a change of control and affect our ability to use net operating losses, if any. Issuing debt could lead to default, foreclosure, and other negative consequences if we are unable to generate sufficient revenue after the business combination.

On September 24, 2024, we terminated our business combination agreement with Zacco Holdings. We received a $30 million termination fee, and on October 22, 2024, our board declared a $0.60 per share distribution to shareholders of record on November 4, 2024. We are now considering whether to seek an alternative business combination or dissolve.

Results of Operations and Known Trends or Future Events

We have not engaged in any operations or generated any revenue to date. Our only activities have been organizational and searching for a business combination target. We generate non-operating income in the form of interest on our trust account.

For the three months ended September 30, 2024, we had net income of $33.4 million, driven by the $30 million termination fee, gains on warrant liabilities and legal fee forgiveness, and interest income. For the nine months ended September 30, 2024, we had net income of $37.1 million from similar factors.

In contrast, we had net losses of $1.7 million and $7.6 million for the three and nine months ended September 30, 2023, respectively, due to losses on warrant liabilities and high operating costs related to evaluating the Zacco Holdings business combination.

Liquidity and Capital Resources

Our liquidity needs have been satisfied through the sale of founder shares, loans from our sponsor, and the proceeds from our IPO and private placement, which are held in our trust account.

As of September 30, 2024, we had $107.9 million remaining in our trust account after shareholder redemptions. We intend to use these funds to complete our initial business combination. We also have $10.6 million available outside the trust account for working capital.

However, we may not have sufficient funds to operate our business prior to a business combination if our estimates of costs are too low. Our sponsor or affiliates may loan us additional funds if needed, which could be convertible into warrants.

We entered into several non-interest bearing loans with our sponsor to fund extension contributions into the trust account. As of September 30, 2024, the total outstanding on these loans was $6.9 million.

There is substantial doubt about our ability to continue as a going concern if we are unable to complete a business combination before the end of our extension period in December 2024. We are uncertain whether we will be able to do so. No adjustments have been made to our financial statements for this uncertainty.