Overview

We are a blank check company, also known as a special purpose acquisition company (SPAC), that was incorporated in the Cayman Islands on June 19, 2024. Our purpose is to merge with or acquire one or more businesses through a business combination transaction. We have not yet engaged in any operations or generated any revenue, as our activities have been limited to organizational tasks and preparing for our initial public offering (IPO).

Results of Operations

Since our inception on June 19, 2024 through September 30, 2024, we have not generated any operating revenue. Our only expenses during this period were $104,287 in general and administrative costs, resulting in a net loss of $104,287. We expect to continue to incur significant costs as we pursue a business combination, but we do not anticipate generating any operating revenue until after the completion of such a transaction.

Liquidity and Capital Resources

Prior to our IPO, our only source of liquidity was an initial purchase of Class B ordinary shares by our sponsor and advances from a related party, which were repaid at the closing of the IPO.

On November 27, 2024, we completed our IPO, selling 17,500,000 units at $10.00 per unit and generating gross proceeds of $175,000,000. Simultaneously, we sold 663,125 private placement units at $10.00 per unit, generating an additional $6,631,250 in gross proceeds.

After transaction costs of $11,028,226, a total of $175,875,000 was placed in our trust account. We intend to use these funds, along with any interest earned (net of taxes and excluding deferred underwriting commissions), to complete a business combination. We may also use our share capital or debt to finance a business combination, with any remaining trust account funds used as working capital.

We do not believe we will need to raise additional funds to meet our expenditures prior to a business combination. However, if our estimates of the costs are less than the actual amount needed, we may need to obtain additional financing, either to complete the business combination or because we become obligated to redeem a significant number of our public shares.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no off-balance sheet arrangements as of September 30, 2024. Our only contractual obligation is the underwriters’ 45-day option to purchase up to an additional 2,625,000 units to cover over-allotments, if any. The underwriters are also entitled to a cash underwriting discount of $0.20 per unit, or $3,500,000 in the aggregate, as well as a deferred fee of $0.40 per unit, or $7,000,000 in the aggregate, payable upon the completion of a business combination.

Critical Accounting Estimates

As of September 30, 2024, we did not have any critical accounting estimates to disclose, as we had not yet commenced operations.