Overview

We are a blank check company, also known as a special purpose acquisition company (SPAC), that was incorporated in the Cayman Islands on March 7, 2023. Our purpose is to enter into a business combination with one or more businesses, with a focus on the consumer and consumer-related products and services industries.

We recently completed our initial public offering (IPO) on July 28, 2023, raising $230 million in gross proceeds. We have until July 28, 2025, the end of our “combination period,” to complete our initial business combination. If we do not complete a deal by that time, we will be required to distribute the funds held in our trust account to our public shareholders and liquidate the company.

Results of Operations

To date, we have not engaged in any operations or generated any revenues. Our only activities have been organizational, preparing for the IPO, and searching for a suitable business combination target. We expect to continue to incur expenses as a public company, such as legal, accounting, and compliance costs, as well as expenses related to our search for a business combination.

For the three months ended March 31, 2025, we reported net income of $2.28 million, which consisted primarily of $2.63 million in interest earned on the funds held in our trust account, offset by $359,000 in general and administrative expenses.

For the three months ended March 31, 2024, we reported net income of $2.87 million, which consisted of $3.10 million in interest earned on the trust account, offset by $238,000 in general and administrative expenses.

Liquidity, Capital Resources and Going Concern

As of March 31, 2025, we had $31,152 in cash held outside of the trust account and a working capital deficit of $868,865. Our obligations due within one year are expected to exceed these amounts, raising substantial doubt about our ability to continue as a going concern.

We intend to use the funds held in the trust account, which totaled $232.3 million as of the IPO closing, to complete our initial business combination. We may withdraw interest earned on the trust account to pay our taxes, if any. Any remaining funds in the trust account will be used as working capital to finance the operations of the target business after the business combination.

Contractual Obligations

We have several contractual obligations, including:

• Registration rights agreement: Provides registration rights to the holders of our founder shares, private placement units, and any units issued upon conversion of working capital loans.
• IPO promissory note: We borrowed $272,550 from our sponsor prior to the IPO to cover expenses, which was repaid in full upon completion of the IPO.
• Underwriting agreement: We paid a cash underwriting discount of $4 million and will owe $8.65 million in deferred underwriting commissions upon completion of our initial business combination.
• Administrative services agreement: We pay $20,000 per month to an affiliate of our VP for office space and administrative services.
• Advisory services agreement: We will pay $20,000 per month to an affiliate of our CFO for advisory services, contingent on completing a business combination.
• Working capital loan promissory note: We can borrow up to $1.5 million from our sponsor as working capital loans, which can be converted into private placement units.

Critical Accounting Policies

Our critical accounting policies include:

• Net income per share: We have two classes of ordinary shares and income/losses are shared pro rata between the classes. Diluted income per share does not consider the effect of warrants, as their exercise is contingent on future events.
• Class A ordinary shares subject to possible redemption: The public shares contain a redemption feature that requires classification as temporary equity.
• Recent accounting standards: We adopted ASU 2020-06 and ASU 2023-07 related to accounting for convertible instruments and segment reporting, respectively.

Outlook

Our ability to complete a successful business combination and generate future operating revenues is subject to various risks and uncertainties, including economic conditions, market volatility, supply chain issues, and our ability to identify and negotiate a suitable target. We will continue to work diligently to find an appropriate business to combine with before the end of our combination period in July 2025.