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 merging with, acquiring, or combining with another business (referred to as a “Business Combination”).

The company has not yet engaged in any operations or generated any revenue as of June 30, 2024. Its activities have been limited to organizational tasks, preparing for its initial public offering (IPO), and identifying potential target companies for a Business Combination. The company expects to continue incurring significant costs in pursuit of a Business Combination, but cannot guarantee that its plans will be successful.

Results of Operations

From May 9, 2024 (inception) through June 30, 2024, the company had a net loss of $53,179, which consisted entirely of general and administrative expenses. The company has not generated any operating revenue to date and does not expect to do so until after completing a Business Combination.

The company’s only source of liquidity prior to its IPO was from an initial purchase of Class B ordinary shares by the Sponsor and loans from the Sponsor.

Liquidity and Capital Resources

On August 29, 2024, the company completed its IPO, selling 15,000,000 units at $10.00 per unit and 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 their 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.

After the IPO, over-allotment, and warrant sales, a total of $153,000,000 was placed in a trust account. The company incurred $7,395,804 in expenses related to the offering.

The company intends to use the funds held in the trust account, along with any debt or equity financing, to complete a Business Combination. Funds held outside the trust account will be used for identifying and evaluating potential 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 raise additional financing either to complete a Business Combination or if it is required to redeem a significant number of its public shares.

Off-Balance Sheet Arrangements and Contractual Obligations

The company has no off-balance sheet arrangements as of June 30, 2024. Its only significant 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, which was partially exercised for 300,000 units. 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.

In summary, this blank check company has completed its IPO and is now focused on identifying and evaluating potential target businesses for a Business Combination. It has a significant amount of cash on hand from the IPO proceeds, but continues to incur expenses as it pursues acquisition opportunities. The company’s future success will depend on its ability to complete a value-enhancing Business Combination.