Overview

The company was incorporated in the Cayman Islands on November 6, 2023 with the objective of acquiring one or more businesses or entities through a merger, share exchange, asset acquisition, share purchase, recapitalization, or other similar business combination. The company plans to use the proceeds from its Initial Public Offering (IPO) and the sale of private units to fund this business combination.

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, preparing for the IPO, and searching for a target business for its initial business combination. The company expects to continue incurring significant costs in connection with closing its initial business combination, but cannot assure that its plans to raise capital or complete the business combination will be successful.

For the three and nine months ended August 31, 2024, the company had a net income of $2,573,492 and $5,785,828, respectively. This consisted of interest income of $2,858,440 ($2,842,357 from the trust account and $16,083 from the operating account) and $6,291,934 ($6,255,687 from the trust account and $36,247 from the operating account), offset by operating costs of $284,948 and $506,106.

Liquidity and Capital Resources

As of August 31, 2024, the company had $1,738,180 in cash and working capital of $1,978,209. Prior to the IPO, the company’s liquidity needs were satisfied through a $25,000 payment from the initial shareholder and loan proceeds of $146,785 from the company’s Chief SPAC Officer under promissory notes. These note balances were settled shortly after the IPO.

The company intends to use substantially all of the funds held in the trust account (excluding deferred underwriting commissions) to acquire a target business and pay related expenses. The remaining proceeds not expended will be used as working capital to finance the operations of the target business. The company’s insiders or their affiliates may provide working capital loans to finance transaction costs, but as of August 31, 2024, no such loans were outstanding.

If the company is unable to raise additional capital, it may be required to take measures to conserve liquidity, which could include suspending the pursuit of a potential transaction. The company cannot assure that new financing will be available on commercially acceptable terms, if at all.

Off-Balance Sheet Arrangements and Contractual Obligations

The company did not have any off-balance sheet arrangements or long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities as of August 31, 2024.

Critical Accounting Policies

The company’s critical accounting policies include the treatment of investments held in the trust account, the accounting for warrants, and the classification of ordinary shares subject to possible redemption. The company adopted ASU 2020-06 and ASU 2016-13 during the period, which did not have a material impact on its financial position, results of operations, or cash flows.

Related Party Transactions

The company has engaged in several related party transactions, including:

• Issuance of founder shares to the initial shareholders for $25,000
• A monthly administrative service fee of $20,000 paid to an entity controlled by a related party
• Promissory notes totaling $146,785 from the company’s Chief SPAC Officer, which were settled after the IPO
• Potential for working capital loans from insiders or their affiliates, though none were outstanding as of August 31, 2024

Outlook

The company continues to work towards completing its initial business combination, but cannot assure that its plans will be successful. It faces risks and uncertainties that could cause actual results to differ materially from its forward-looking statements. Investors should carefully review the risk factors disclosed in the company’s filings with the SEC.