Overview

The company was incorporated in the Cayman Islands on November 6, 2023 with the objective of acquiring one or more businesses or entities through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination (a “Business Combination”). The company intends to use the cash from the proceeds of the Initial Public Offering and the sale of the Private Units, as well as its capital shares, debt or a combination of cash, shares and debt to effectuate the Business Combination.

The company has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational activities, preparing for the Initial Public Offering, and searching for a target business for its initial Business Combination. The company expects to continue to incur significant costs in connection with closing its initial Business Combination, but cannot assure that its plans to raise capital or complete the initial Business Combination will be successful.

Results of Operations

For the three months ended February 28, 2025, the company had a net income of $1,942,553, which consisted of $2,251,160 in interest income ($2,239,937 from the trust account and $11,223 from the operating account), offset by $308,607 in operating expenses. For the three months ended February 29, 2024, the company had a net income of $2,039,570, which consisted of $565,350 in interest income, a reversal of $1,509,375 in expenses, and $35,242 in operating costs.

The company does not expect to generate any operating revenues until after the completion of its Business Combination, at the earliest. Its only source of non-operating income to date has been interest income on marketable securities held in the Trust Account.

Liquidity and Capital Resources

As of February 28, 2025, the company had $1,377,000 in cash and working capital of $1,555,321. Prior to the Initial Public Offering, the company’s liquidity needs were satisfied through a $25,000 payment from the initial shareholder exchange for issuance of Founder Shares, and $146,785 in loan proceeds from the company’s Chief SPAC Officer under promissory notes. These note balances were settled shortly after the Initial Public Offering.

The company intends to use substantially all of the funds held in the Trust Account (excluding deferred underwriting commissions) to acquire a target business or businesses and to pay its expenses relating thereto. The remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business or businesses.

The company has until February 8, 2026 (or until May 8, 2026 if it has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination prior to February 8, 2026) to consummate an initial Business Combination. If a Business Combination is not consummated within this time period and stockholders do not approve an extension, there will be a mandatory liquidation and subsequent dissolution. This raises substantial doubt about the company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements and Contractual Obligations

The company did not have any off-balance sheet arrangements as of February 28, 2025. It also does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Critical Accounting Policies

The company’s critical accounting policies include the preparation of financial statements in conformity with accounting principles generally accepted in the United States, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and income and expenses. There have been no significant changes in the company’s critical accounting policies.

Recent Accounting Pronouncements

The company has adopted several new accounting standards, including ASU 2020-06 on accounting for convertible instruments, ASU 2016-13 on measurement of credit losses, and ASU 2023-07 on improvements to reportable segment disclosures. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements would have a material effect on the company’s financial statements.

Related Party Transactions

The company has engaged in several related party transactions, including:

• Issuance of 5,031,250 Founder Shares to the initial shareholders for an aggregate purchase price of $25,000
• An agreement to pay $20,000 per month to an entity controlled by a related party for office space and administrative services
• Promissory notes totaling $146,785 from the company’s Chief SPAC Officer to cover expenses prior to the Initial Public Offering

The company may also receive Working Capital Loans from the Initial Shareholders, officers, directors or their affiliates to finance transaction costs in connection with a Business Combination.

Investments Held in Trust Account

The company’s portfolio of investments held in the Trust Account is comprised solely of U.S. government securities and money market funds investing in U.S. government securities. These investments are classified as trading securities and presented at fair value on the balance sheet.

Accounting for Warrants and Ordinary Shares

The company accounts for its warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrant agreement. Ordinary shares subject to possible redemption are classified as temporary equity and measured at redemption value.

Net Income per Ordinary Share

The company computes net income per share by dividing net income applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding. The effect of the warrants has not been considered in the calculation of diluted net income per share as their contingency had not been met.