Overview of Company and Recent Developments

This company is a blank check company that was formed to acquire or merge with another business. It has not yet selected a target business to acquire.

The company received notices in December 2023 and March 2024 that it was at risk of being delisted from the Nasdaq stock exchange for not meeting certain minimum listing requirements related to market value and number of shareholders. The company took actions to regain compliance with the listing requirements. Its continued listing on Nasdaq remains at risk if it does not maintain compliance going forward.

Financial Performance

As a blank check company without any operations, the company does not yet generate revenue or profits. Its only activities have been organizational matters and preparing for an acquisition.

For the first quarter of 2024, the company had:

• Net income of $142,345
• General and administrative expenses of $148,651
• Interest income of $290,996

Cash Resources

The company raised $200 million in an initial public offering (IPO) in May 2022 and another $9 million in a private placement. Most of those funds are held in a trust account and invested in short-term US Treasury investments.

As of March 31, 2024, the company had:

• $22.2 million in the trust account
• $252,438 of cash outside the trust account

The funds held outside the trust account are available to identify and evaluate potential acquisition targets and cover operating costs.

The company has until August 2024 to complete an acquisition or else it will face liquidation. There are uncertainties around its ability to complete an deal in that timeframe.

Expenses and Contractual Obligations

The company expects to continue incurring significant costs related to:

• Remaining a publicly traded company
• Pursuing an acquisition

It has incurred and will continue to incur legal, accounting, due diligence and other costs related to finding a target and completing a deal.

The company has contractual obligations for:

• $7 million deferred underwriting fee payable only if a deal is completed
• Registration rights for certain shareholders to register their shares for resale after a deal

The company may need to obtain additional financing to complete an acquisition or cover operating costs if it does not have sufficient funds.

Future Outlook

The company’s ability to continue operations long-term depends on successfully completing an acquisition by August 2024. It faces uncertainty in identifying a target and closing a deal in that timeframe.

If a deal is not completed, the company would likely be forced to cease operations, liquidate the trust account, and dissolve.

The company’s management has concerns about its ability to continue as a going concern if a deal is not completed.