Overview

We are a blank check company incorporated on February 17, 2023 as a Cayman Islands exempted company. Our purpose is to effect a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, primarily focusing on opportunities in Asia. We intend to use cash from the proceeds of our initial public offering (IPO) and private placement, as well as debt and equity financing, to complete our initial business combination.

We expect to continue incurring significant costs in pursuit of our acquisition plans, but we cannot assure that our plans to complete a business combination will be successful.

Results of Operations

We have not engaged in any operations or generated any revenues to date. Our activities since inception have been organizational, preparing for the IPO, and identifying a target company for our initial business combination. We do not expect to generate any operating revenues until after completing our initial business combination.

For the year ended December 31, 2024, we had a net income of $2,963,852, which consists of a loss of $633,764 from operating costs and $87,267 in interest expense, offset by $3,684,883 in interest income on the trust account.

For the period from February 17, 2023 (inception) through December 31, 2023, we had a net income of $1,484,790, which consists of a loss of $244,568 from formation and operating costs, offset by $1,729,358 in interest income on the trust account.

Liquidity, Capital Resources and Going Concern

We completed our IPO on July 14, 2023, raising $60 million by selling 6 million units at $10 per unit. We also raised an additional $3.3 million through the private placement of 330,000 units to our sponsors. On July 17, 2023, the underwriters exercised the over-allotment option in full, resulting in the sale of an additional 900,000 units and $9 million in gross proceeds, along with the private placement of 31,500 additional units for $315,000.

After the IPO and over-allotment, we placed $69.69 million (or $10.10 per unit) from the net proceeds into a trust account. We intend to use these funds, along with any interest earned, to complete our initial business combination.

As of December 31, 2024, we had $103,774 in cash and cash equivalents, but a working capital deficit of $799,056. We expect to continue incurring significant professional costs to remain a public company and pursue a business combination. We believe these conditions raise substantial doubt about our ability to continue as a going concern. Management expects to obtain additional funds from related parties to provide the necessary working capital.

Off-Balance Sheet Financing Arrangements

We have no off-balance sheet financing arrangements as of December 31, 2024.

Related Party Transactions

Please refer to Financial Statement Note 5 for details on our related party transactions.

Other Contractual Obligations

We do not have any long-term debt, capital leases, operating leases, or other long-term liabilities on our balance sheet.

Registration Rights

The holders of our founder shares, EBC founder shares, and private placement units will be entitled to registration rights, allowing them to demand the registration of their securities for resale, subject to certain limitations.

Business Combination Marketing Agreement

We have engaged EBC as an advisor to assist with our business combination, for which they will receive a service fee equal to 3.5% of the IPO gross proceeds upon completion of the initial business combination. EBC will also receive a 1% fee on the total consideration payable in the business combination if they introduce us to the target.

Critical Accounting Policies and Estimates

We have not identified any critical accounting estimates. Our key critical accounting policy is related to net income (loss) per share, where we allocate the undistributed income (loss) ratably between redeemable and non-redeemable shares.

Recent Accounting Standards

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