Overview

We were incorporated as a Cayman Islands exempted company on July 29, 2021 for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On December 17, 2021, we completed our initial public offering (IPO) of 34,500,000 units at $10.00 per unit. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. We initially had until June 17, 2023 to consummate a business combination, with the ability to extend this deadline up to 24 months by depositing additional funds into the trust account.

Recent Developments

In 2023 and 2024, we took several actions to extend our deadline to complete a business combination:

• On June 12, 2023, shareholders approved proposals to extend the deadline to August 17, 2023 and allow for up to 12 additional one-month extensions by depositing funds into the trust account.
• From August to October 2023, we obtained additional one-month extensions to November 17, 2023 by depositing $250,000 into the trust account each time.
• On November 14, 2023, shareholders approved proposals to remove the monthly extension payment requirement and extend the deadline to June 17, 2024 without additional deposits.
• On May 30, 2024, shareholders approved a further extension of the deadline to June 17, 2025.

In January 2024, we entered into a share purchase agreement with a new sponsor, Camel Bay, LLC, which involved the transfer of founder shares, cancellation of warrants and promissory notes, and appointment of new officers and directors.

On May 12, 2024, we entered into an agreement to merge with Class Over Inc., an online K-12 education provider.

Results of Operations

We have not generated any operating revenue to date, as our activities have been focused on the IPO and searching for a business combination target. We have reported net income in recent quarters, primarily due to interest earned on the trust account investments and changes in the fair value of our warrant liabilities.

For the three months ended September 30, 2024, we had net income of $350,431, consisting mainly of $486,847 in interest income and a $18,975 gain on warrant liabilities, offset by $155,391 in general and administrative expenses.

For the nine months ended September 30, 2024, we had net income of $4,498,533, which included $1,803,004 in interest income, a $1,533,294 gain on warrant liabilities, and $1,606,901 in debt forgiveness, partially offset by $437,360 in general and administrative expenses.

Liquidity and Capital Resources

As of September 30, 2024, we had $12,215 in cash and a working capital deficit of $385,665. Our primary source of liquidity has been the proceeds from the IPO, as well as loans from our sponsor and Pala.

We issued promissory notes to our sponsor and Pala to fund working capital needs and extensions of our business combination deadline. As of September 30, 2024, we had no outstanding balance on the Pala note and $265,479 outstanding on the New Sponsor note.

In our assessment of going concern, we note that it is uncertain whether we will be able to consummate a business combination by the June 17, 2025 deadline, and we may not have sufficient liquidity to fund operations until that time. This raises substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies

Our critical accounting policies include the treatment of ordinary shares subject to possible redemption, the calculation of net income per ordinary share, and the accounting for warrant liabilities. We classify ordinary shares subject to redemption as temporary equity and recognize changes in redemption value. Diluted net income per share does not consider the effect of warrants, as their inclusion would be anti-dilutive. We account for warrants as liabilities and record them at fair value, with changes in fair value recognized in our statements of operations.

Recent Accounting Pronouncements

Management does not believe that any recently issued accounting pronouncements will have a material effect on our financial statements.

Commitments and Contractual Obligations

Our key contractual obligations include the Registration Rights Agreement, which provides registration rights to certain security holders, and the Underwriting Agreement, which includes a 5% marketing fee payable upon completion of a business combination.

JOBS Act

As an emerging growth company, we have elected to delay the adoption of new or revised accounting standards and may not comply with such standards on the same timeline as public companies.