Overview

The report discusses a blank check company, incorporated in the Cayman Islands on September 11, 2024, that was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (“Business Combination”). The company expects to continue to incur significant costs in the pursuit of its acquisition plans, but cannot assure that its plans to complete a Business Combination will be successful.

Results of Operations

The company has not engaged in any operations or generated any revenues to date. Its only activities from September 11, 2024 (inception) through March 31, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, and identifying a target company for a Business Combination. The company does not expect to generate any operating revenues until after the completion of its Business Combination. It generates non-operating income in the form of interest income on marketable securities held in the Trust Account, and incurs expenses as a result of being a public company and for due diligence expenses.

For the three months ended March 31, 2025, the company had net income of $2,227,401, which consisted of interest earned on marketable securities held in Trust Account of $2,433,722, offset by operational costs of $206,321.

Liquidity and Capital Resources

On December 11, 2024, the company consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously, the company consummated the sale of 840,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor and Roth Capital Partners, LLC, representative of the underwriters, generating gross proceeds of $8,400,000.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $232,300,000 was placed in the Trust Account. The company incurred transaction costs of $5,157,741, consisting of $4,600,000 of cash underwriting fee and $557,741 of other offering costs.

For the three months ended March 31, 2025, net cash used in operating activities was $193,398. Net income of $2,227,401 was offset by interest earned on marketable securities of $2,433,722 and changes in operating assets and liabilities, which provided $12,923 of cash from operating activities.

At March 31, 2025, the company had investments held in the Trust Account of $235,292,200. The company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable, if any, to complete an initial Business Combination.

At March 31, 2025, the company had cash of $755,968 held outside of the Trust Account. The company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence, travel, review corporate documents and material agreements, and structure, negotiate and complete a Business Combination.

Going Concern

In connection with the company’s assessment of going concern considerations, management believes that the funds which the company has available following the completion of the initial public offering will enable it to sustain operations for a period of at least one year from the issuance date of these unaudited condensed financial statements.

Off-Balance Sheet Financing Arrangements

The company has no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025. The company does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, and has not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

The company does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $10,000 per month for office space and administrative and support services. The company has also engaged Roth as an advisor in connection with its Business Combination, and will pay Roth a cash fee (the “Business Combination Marketing Fee”) for such services upon the consummation of its initial Business Combination in an amount up to 4.0% of the gross proceeds of the Initial Public Offering, an aggregate of up to $9,200,000 after the underwriters exercised their over-allotment option in full on December 11, 2024.

Critical Accounting Estimates

The preparation of unaudited condensed financial statements and related disclosures requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. At March 31, 2025, the company has not identified any critical accounting estimates.

Recent Accounting Pronouncements

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 unaudited condensed financial statements.