Overview

We are a special purpose acquisition company (SPAC) formed in March 2023 for the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses. We intend to use the proceeds from our initial public offering (IPO) and the sale of private placement warrants to fund this business combination.

Results of Operations

Since our inception on March 6, 2023, we have not engaged in any operations or generated any revenues. Our activities have been limited to organizational tasks and preparing for our IPO. We generate non-operating income in the form of interest and dividend income on the funds held in our trust account, which partially offsets our operating expenses as a public company.

For the three months ended June 30, 2024, we had net income of $3,044,937, consisting of $3,389,364 in interest and dividend income, $1,130 in interest income from the bank, and $345,557 in operating costs. For the six months ended June 30, 2024, we had net income of $5,964,104, consisting of $6,739,277 in interest and dividend income, $4,114 in interest income from the bank, and $779,287 in operating costs.

For the three months ended June 30, 2023, we had net income of $830,819, consisting of $1,059,469 in dividend income and $228,650 in operating costs. For the period from March 6, 2023 (inception) through June 30, 2023, we had net income of $824,616, consisting of $1,059,469 in dividend income and $234,853 in operating costs.

Liquidity and Capital Resources

Prior to our IPO, our only source of liquidity was an initial purchase of Class B ordinary shares by our sponsor and loans from the sponsor. On May 30, 2023, we completed our IPO, raising $250 million in gross proceeds, and simultaneously sold $7.65 million in private placement warrants. After transaction costs, we placed $251.25 million in a trust account.

As of June 30, 2024, we had $265.71 million in marketable securities held in the trust account and $6,587 in cash outside the trust account. We intend to use the funds in the trust account, along with any debt or equity financing, to complete a business combination.

We believe the funds outside the trust account are not sufficient to pay the costs and expenses necessary to identify and complete a business combination. We may need to obtain additional financing, either from our sponsor, shareholders, officers, directors, or third parties. If we are unable to raise additional capital, we may be required to take measures to conserve liquidity, which could include curtailing operations, suspending the pursuit of a transaction, and reducing overhead expenses.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no off-balance sheet arrangements as of June 30, 2024. Our only significant contractual obligation is an agreement to pay $27,083 per month to an affiliate of one of our directors for the services of our Chief Financial Officer and Chief of Staff. This fee was reduced to $17,708 per month from January to January 2024, then to $24,091 per month starting February 2024, and further reduced to $18,882 per month starting April 2024. We are also obligated to pay a deferred underwriting commission of 5% on the base deal and an additional 7% on the over-allotment option, totaling $13.1 million, upon completion of our initial business combination.

Critical Accounting Policies

Our critical accounting policies include net income per share and the recent accounting standards that may impact our financial statements. We do not believe any recently issued accounting standards will have a material effect on our financial statements.

In summary, as a newly formed SPAC, we have not yet generated any operating revenues and are focused on identifying and completing a business combination. Our financial performance to date has been driven by the interest and dividend income earned on the funds held in our trust account, partially offset by our public company expenses. Our ability to complete a business combination will depend on our access to additional financing, which is uncertain at this time.