Overview

We are a blank check company formed in the Cayman Islands on September 15, 2022, with the purpose of merging with or acquiring one or more businesses. We have not generated any revenue yet and have incurred losses since inception from operating costs. We rely on the funds raised from our initial public offering (IPO) and private placement to fund our operations and search for a suitable acquisition target.

On June 30, 2023, we completed our IPO, raising $57.5 million by selling 5.75 million units at $10 per unit. Each unit consists of one ordinary share, one-half of one warrant, and one right. Concurrently, we completed a private placement of 424,307 units to our sponsor for $4.2 million. The total proceeds of $58.4 million were placed in a trust account.

Recent Development

In August 2024, we entered into a Business Combination Agreement to merge with GIBO HOLDINGS LIMITED, a Cayman Islands company. The shareholders approved the business combination at an extraordinary general meeting on March 31, 2025. In connection with the meeting, 2.8 million of our ordinary shares were redeemed.

To extend the deadline to complete the business combination, our sponsor made monthly extension payments of $100,000 to the trust account from July 2024 to March 2025, in exchange for promissory notes.

Results of Operations and Known Trends or Future Events

For the year ended December 31, 2024, we had a net income of $1.2 million, consisting of $2.4 million in interest and dividend income on the trust account investments, offset by $1.2 million in operating costs.

For the year ended December 31, 2023, we had a net income of $1.1 million, consisting of $1.5 million in interest income on the trust account investments and $3,700 in interest on the operating bank account, offset by $466,700 in operating costs.

Liquidity and Capital Resources

As of December 31, 2024, we had $15,265 in cash available for working capital needs. All remaining funds are held in the trust account and are restricted for use in a business combination or to redeem ordinary shares.

We intend to use the trust account funds, along with any additional financing, to acquire a target business and pay related expenses. If our estimates of the costs are lower than the actual amount needed, or if the interest earned on the trust account is less than expected, we may have insufficient funds to operate prior to the business combination.

Our financial statements raise substantial doubt about our ability to continue as a going concern, as we have incurred significant costs and may not be able to complete a business combination within the required timeframe.

Off-Balance Sheet Financing Arrangements

We do not have any off-balance sheet financing arrangements as of December 31, 2024.

Contractual Obligations

Our only significant contractual obligation is to pay the underwriters a deferred underwriting fee of 2% of the IPO gross proceeds, or $1.15 million, upon completion of the business combination.

Critical Accounting Policies and Estimates

Our critical accounting policy is related to net income (loss) per ordinary share, where we allocate the undistributed income (loss) ratably between the redeemable and non-redeemable shares.

Recent Accounting Pronouncements

We adopted ASU 2023-07 on segment reporting in the year ended December 31, 2024, which expanded the annual and interim disclosure requirements for reportable segments.