Overview

We are a blank check company incorporated on September 15, 2021 with the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not generated any revenues to date and do not expect to generate operating revenues until we consummate our initial business combination. We are focused on finding a rapidly-growing and large-scaled target, particularly in the fintech, alternative and clean energy, biotech, logistics, industrial software, artificial intelligence (AI) and cloud industry sectors, that can benefit from our management team’s expertise and capabilities. Our search for a business combination target is not limited to a specific geographic region, but we intend to focus on businesses in Asia.

Results of Operations

We have not engaged in any operations or generated any revenues since our inception in September 2021. Our activities have been limited to organizational tasks and those necessary to complete our initial public offering (IPO) and search for a business combination target. Following the IPO, we generated non-operating income in the form of interest and dividend income on the funds held in our trust account. We expect to incur increased expenses as a public company, as well as for due diligence related to identifying and evaluating potential business combination targets.

For the year ended December 31, 2024, we had net income of $1,498,591, which consisted of $2,782,552 in income earned on the trust account, offset by $1,283,961 in formation and operating costs. For the year ended December 31, 2023, we had net income of $1,941,118, which consisted of $3,130,199 in income earned on the trust account, offset by $1,189,081 in formation and operating costs.

Liquidity and Capital Resources

On January 4, 2023, we completed our IPO of 6,000,000 units at $10.00 per unit, generating gross proceeds of $60,000,000. Simultaneously, we sold 370,500 private placement units at $10.00 per unit to our sponsor, generating an additional $3,705,000. On January 6, 2023, the underwriters exercised their over-allotment option in full, resulting in the sale of an additional 900,000 units and 38,700 private placement units, generating $9,387,000 in gross proceeds.

After the IPO and over-allotment, a total of $70,242,000 ($10.18 per unit) was held in the trust account. As of December 31, 2024, the trust account held $15,240,284 in marketable securities. We intend to use substantially all of the funds in the trust account to complete our initial business combination, with any interest or dividend income potentially used to pay taxes.

As of December 31, 2024, we had a cash balance of $1,425 and a working capital deficit of $3,314,762. We expect to need additional capital beyond the net proceeds from the IPO to satisfy our liquidity needs, including for identifying and evaluating potential business combination targets, performing due diligence, and completing a transaction. Our founders or their affiliates may provide loans to fund these working capital requirements, which could be convertible into working capital units.

In December 2023 and December 2024, our shareholders approved extensions to the deadline for completing our initial business combination, allowing us to extend the deadline up to October 4, 2025 by making monthly extension payments of $55,000 into the trust account. These extensions were accompanied by shareholder redemptions, reducing the funds remaining in the trust account.

On January 5, 2024, we entered into a merger agreement with HCYC Group Company Limited, a Cayman Islands exempted company. The business combination transaction is expected to be completed after obtaining shareholder approvals and satisfying other closing conditions.

However, the Company’s ability to continue as a going concern is uncertain, as it lacks the financial resources to sustain operations for a reasonable period of time and may not be successful in consummating the initial business combination. These factors raise substantial doubt about the Company’s ability to continue as a going concern.