Overview

We are a blank check company formed in June 2021 for the purpose of acquiring or merging with one or more businesses. On July 27, 2023, we completed our initial public offering (IPO) of 14,950,000 units, raising gross proceeds of $149.5 million. Simultaneously, we sold 678,575 private placement units for $6.8 million.

Since the IPO, our activities have been limited to evaluating potential business combination targets. On March 22, 2024, we entered into a non-binding letter of intent with a clinical-stage biopharmaceutical company based in Boston, U.S. that focuses on stem cell-based bioengineering and gene therapies.

On September 3, 2024, we entered into a merger agreement to acquire Medera Inc., a Cayman Islands-based company. The transaction will involve a reincorporation merger where we will merge into a new Cayman Islands entity, which will then merge with Medera. The shareholders of Medera will receive Acquirer ordinary shares in exchange for their Medera shares.

Results of Operations

For the three months ended March 31, 2025, we reported net income of $568,171, which consisted of general and administrative expenses and interest income. For the three months ended March 31, 2024, we had net income of $3,266,193, also from general and administrative expenses and interest income.

Since our IPO, we have not generated any operating revenue, as our activities have been limited to evaluating potential business combination targets. We have incurred increased expenses related to being a public company, as well as due diligence costs for our merger activities.

Liquidity and Capital Resources

As of March 31, 2025, we had $15,964 in cash. Prior to the IPO, our only sources of liquidity were an initial share purchase by our sponsor and loans/advances from the sponsor.

The net proceeds from the IPO and private placement, totaling $151.4 million, were deposited into a trust account. We intend to use substantially all of these funds to acquire a target business and pay related expenses. We may also use the funds for working capital to finance the operations of the target business after the merger.

We do not have any long-term debt, capital leases, or other long-term liabilities. However, we may need to obtain additional financing if we are unable to complete a business combination by May 27, 2025 (unless further extended). This raises substantial doubt about our ability to continue as a going concern.

Key Accounting Policies

We account for our ordinary shares subject to possible redemption as temporary equity, outside of shareholders’ equity. Warrants are assessed to determine if they should be classified as equity or liability instruments.

For net income (loss) per share, we first consider the undistributed income (loss) allocable to redeemable and non-redeemable shares, then allocate it ratably based on the weighted average shares outstanding. The effect of warrants is excluded as it would be anti-dilutive.

Overall, our financial performance since the IPO has been limited, as we have focused on evaluating potential merger targets. The successful completion of the proposed Medera acquisition would be a significant milestone for the company.