Overview

We are a blank check company incorporated in 2021 with the purpose of merging with or acquiring a target business. To date, our efforts have been focused on organizational activities and searching for a suitable business combination target. We have not generated any revenue yet and do not expect to do so until we complete our initial business combination.

In June 2026, we announced an agreement to merge with ZincFive, Inc. This transaction is still pending and subject to various conditions. We have been funded through our initial public offering in 2023 as well as working capital loans from our sponsor. As of June 2026, we had $401,642 in our operating bank account and $25,813,648 held in a trust account.

Financial Performance

For the three months ended June 30, 2026, we reported a net loss of $1,650,889, consisting of $1,697,094 in operating expenses and $179,940 in administrative expenses, offset by $226,144 in interest earned on the trust account investments and $1 in other interest income.

For the six months ended June 30, 2026, we had a net loss of $1,745,084, made up of $1,853,113 in operating expenses, $339,880 in administrative expenses, $447,907 in interest earned on the trust account, and $2 in other interest income.

In comparison, for the three months ended June 30, 2025, we had net income of $362,583, and for the six months ended June 30, 2025, we had net income of $904,912. The higher income in 2025 was primarily due to higher interest earned on the trust account investments.

Liquidity and Capital Resources

As a blank check company, our liquidity has been satisfied through the proceeds from our initial public offering in 2023 and a private placement. We had a working capital deficit of $6,048,479 as of June 30, 2026.

To finance our operations and potential business combination, we have obtained working capital loans from our sponsor, including a $1.9 million convertible note and a $2.5 million non-convertible note. These loans do not bear interest and are repayable upon completion of a business combination.

However, management has expressed substantial doubt about our ability to continue as a going concern, as we may not be able to obtain the necessary approvals or raise additional capital to fund operations and complete a business combination before our deadline of September 29, 2026.

Strengths and Weaknesses

A key strength is the funding we have obtained through our IPO, private placement, and sponsor loans, which provides us with resources to pursue a business combination. Additionally, our affiliation with the SparkLabs Group ecosystem has helped us identify and evaluate potential targets.

Weaknesses include our lack of operating history and revenue, as well as the looming deadline to complete a business combination. The uncertainty around our ability to find a suitable target and close a deal before the deadline raises substantial doubt about our future as a going concern.

Outlook

Our immediate focus is on completing the proposed merger with ZincFive, Inc. If this transaction is successful, it would allow us to transition from a blank check company to an operating business. However, there is no guarantee that this deal will be consummated, and we may need to seek alternative targets before our September 2026 deadline.

Failure to complete a business combination by the deadline would likely result in our liquidation and the return of funds to our public shareholders. Overall, the outlook for our company remains uncertain as we continue to navigate the challenges of finding and executing a viable business combination.