Overview

The company was incorporated in the Cayman Islands on January 14, 2022 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the company intends to focus its search on businesses in Asia, it is not limited to a particular industry or geographic region. The company has not selected any specific business combination target and has not initiated any substantive discussions with any business combination target. The company intends to effectuate its initial business combination using cash from the proceeds of its initial public offering (IPO) and private placement, as well as debt or a combination of cash, stock and debt.

Results of Operations

The company has not generated any revenues to date and will not be generating any operating revenues until the closing and completion of its initial business combination. Its entire activity up to December 31, 2024 has been related to its formation, the IPO, and a search for a business combination target. The company has generated income in the form of interest income and unrealized gains on investments held in the trust account. The company expects to continue to incur increased expenses as a result of being a public company, as well as for due diligence expenses in connection with the search for a business combination target.

For the year ended December 31, 2024, the company had a net income of $1,710,959, which consists of interest earned on marketable securities held in the trust account and bank interest income of $2,674,096, offset by formation and operating costs of $870,821 and an unrealized loss on the investment of $92,316. For the year ended December 31, 2023, the company had a net income of $2,904,174, which consists of interest earned on marketable securities held in the trust account and bank interest income of $3,580,492, offset by formation and operating costs of $676,318.

Liquidity, Capital Resources, and Going Concern

The company consummated its IPO on December 22, 2022, raising gross proceeds of $60,000,000. Simultaneously, the company consummated the sale of 390,000 Private Units at a price of $10.00 per Private Unit in a private placement to the Sponsor and EBC, generating gross proceeds of $3,900,000. On December 29, 2022, EBC fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an aggregate amount of $9,000,000. In connection with the EBC’s full exercise of their over-allotment option, the company also consummated the sale of an additional 40,500 Private Units at $10.00 per Private Unit, generating total proceeds of $405,000.

As of December 31, 2024, the company had marketable securities held in the trust account of $18,000,701 consisting of U.S. government securities with a maturity of 185 days or less. As of December 31, 2024, the company had cash of $4,215. The company will use these funds primarily to complete the business combination, including conducting due diligence, obtaining necessary approvals, and covering costs related to legal, financial, and other advisory services.

There is substantial doubt about the company’s ability to continue as a going concern within one year after the date that the financial statements are issued or are available to be issued. As of December 31, 2024, the company had a working capital deficit of $1,745,636 and expects to continue to incur significant professional costs to remain as a public traded company and to incur transaction costs in pursuit of a business combination.

Off-Balance Sheet Financing Arrangements

The company has no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of December 31, 2024.

Related Party Transactions

The company has entered into various related party transactions, which are detailed in Financial Statement Note 5.

Other Contractual Obligations

The company does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities reflected on its balance sheet.

Registration Rights

The holders of the Founder Shares, EBC founder shares, and Private Placement Units will be entitled to registration rights pursuant to a registration rights agreement dated July 11, 2023.

Business Combination Marketing Agreement

The company has engaged EBC as an advisor in connection with its business combination to assist with various services, for which EBC will receive a service fee upon the consummation of the initial business combination.

Critical Accounting Estimates

The company has not identified any critical accounting policies or estimates.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the company’s consolidated financial statements.