Summary and Analysis of Key Points

Overview

• The company is a blank check company incorporated in the Cayman Islands with the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities.
• The company intends to use the proceeds from its initial public offering (IPO) and private placement warrants, as well as debt and shares issued to the target company’s owners, to fund its initial business combination.
• The issuance of additional shares or debt in the initial business combination could significantly dilute the equity interest of investors, subordinate the rights of Class A ordinary shareholders, cause a change in control, and have other adverse effects.

Results of Operations and Known Trends or Future Events

• The company has not engaged in any operations or generated any revenues to date, only incurring expenses related to its formation and IPO preparation.
• For the three months ended March 31, 2025, the company had a net loss of approximately $692,000, primarily due to changes in the fair value of derivative warrant liabilities and general and administrative expenses, offset by interest income.
• For the three months ended March 31, 2024, the company had a net loss of approximately $947,000, primarily due to general and administrative expenses, the issuance of a backstop agreement, and changes in the fair value of the backstop agreement liability, offset by interest income and changes in the fair value of derivative warrant liabilities.

Liquidity and Going Concern Considerations

• As of March 31, 2025, the company had approximately $70 in its operating bank account and a working capital deficit of approximately $3.4 million.
• The company’s liquidity needs have been satisfied through contributions from the sponsor, a promissory note from the sponsor, and working capital loans.
• The company has issued several unsecured promissory notes to the sponsor, with a total outstanding balance of $13,947,000 as of March 31, 2025.
• The company’s ability to continue as a going concern is in doubt due to the liquidity condition and the date for mandatory liquidation, which raises substantial doubt about its ability to continue operations through June 25, 2025.

Off-Balance Sheet Arrangements

• The company did not have any off-balance sheet arrangements as of March 31, 2025 and December 31, 2024.

Critical Accounting Estimates

• The determination of the fair value of the backstop agreement is a critical accounting estimate, as it is required to be classified as a liability and measured at fair value with subsequent changes in fair value recorded in earnings.

JOBS Act

• The company qualifies as an “emerging growth company” under the JOBS Act and is taking advantage of certain reporting requirements and other benefits, which may result in its financial statements not being comparable to those of non-emerging growth companies.