Overview

This report provides an overview of the financial performance and operations of a blank check company formed in the Cayman Islands on November 8, 2021. The company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, or other similar business combination with one or more target businesses, with a focus on companies with operations in vision sensing technologies.

Results of Operations

The company has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational tasks, preparation for its initial public offering, and identifying potential target companies for a business combination. The company generates non-operating income in the form of interest earned on investments held in trust accounts.

For the three months ended August 31, 2024, the company had net income of $200,474, consisting of $408,457 in interest earned on investments, partially offset by $207,983 in formation and operating costs. For the three months ended August 31, 2023, the company had net income of $116,225, consisting of $423,773 in interest earned on investments, offset by $307,548 in formation and operating costs.

For the nine months ended August 31, 2024, the company had net income of $724,116, consisting of $1,302,964 in interest earned on investments, partially offset by $578,848 in formation and operating costs. For the nine months ended August 31, 2023, the company had net income of $798,474, consisting of $1,590,292 in interest earned on investments, offset by $791,818 in formation and operating costs.

Liquidity, Capital Resources and Going Concern Consideration

The company consummated its initial public offering on January 20, 2022, raising $115,000,000 in gross proceeds. Simultaneously, the company completed a private placement of 532,500 units to its sponsor, generating $5,325,000 in gross proceeds.

As of August 31, 2024, the company had $31,138,174 in investments held in trust accounts, which it intends to use to complete its initial business combination. The company had $40,533 in cash outside of the trust accounts, which it plans to use for identifying and evaluating target businesses, due diligence, and transaction costs.

The company’s sponsor or an affiliate may provide loans to fund working capital deficiencies or transaction costs, which would be repaid upon completion of the initial business combination. However, the company may need to obtain additional financing to complete the business combination or to meet its obligations if cash on hand is insufficient.

The company is within 12 months of its mandatory liquidation, and this, along with the liquidity condition, raises substantial doubt about the company’s ability to continue as a going concern until the earlier of the consummation of the business combination or the date the company is required to liquidate.

Off-Balance Sheet Financing Arrangements

The company has no off-balance sheet financing arrangements, special purpose entities, or non-financial agreements involving assets.