Overview

This report provides a summary and analysis of the key financial information for a blank check company incorporated in the Cayman Islands on May 9, 2024. The company was formed for the purpose of completing a merger, asset acquisition, share exchange, or other similar business combination with one or more target businesses.

Results of Operations

The company has not engaged in any operations or generated any revenues to date. Its activities from inception through June 30, 2024 were limited to organizational tasks, preparations for the initial public offering (IPO), and identifying potential target companies for a business combination. The company does not expect to generate any operating revenues until after completing a business combination.

For the period from May 9, 2024 (inception) through June 30, 2024, the company reported a net loss of $53,179, which consisted entirely of general and administrative expenses.

Liquidity and Capital Resources

Prior to the IPO, the company’s only source of liquidity was an initial purchase of Class B ordinary shares by the sponsor and loans from the sponsor.

Subsequent to the quarterly period covered in this report, on August 29, 2024, the company completed its IPO of 15,000,000 units at $10.00 per unit, generating gross proceeds of $150,000,000. Simultaneously, the company sold 11,000,000 private placement warrants at $0.50 per warrant to the sponsor, generating an additional $5,500,000.

On September 26, 2024, the underwriters exercised a portion of the over-allotment option, purchasing an additional 300,000 units for $3,000,000 in gross proceeds. The sponsor also purchased an additional 120,000 private placement warrants for $60,000.

In total, $153,000,000 was placed in a trust account following the IPO and partial exercise of the over-allotment option. The company incurred $7,395,804 in expenses related to the offering.

The company intends to use the funds held in the trust account, including any interest earned (less taxes payable), to complete a business combination. Funds held outside the trust account will be used for identifying and evaluating target businesses, due diligence, and negotiating and structuring a business combination.

The company believes it has sufficient funds to meet its expenditure requirements prior to a business combination, but may need to obtain additional financing to complete a transaction or if it is required to redeem a significant number of public shares.

Off-Balance Sheet Arrangements and Contractual Obligations

The company has no off-balance sheet arrangements as of June 30, 2024. Its only contractual obligation is an agreement to pay an affiliate of the sponsor $20,000 per month for office space, utilities, and administrative support.

The company granted the IPO underwriters a 45-day option to purchase up to 2,250,000 additional units, of which 300,000 units were purchased. The remaining 1,950,000 unit option was forfeited.

Critical Accounting Estimates

As of June 30, 2024, the company did not have any critical accounting estimates to disclose.