Overview

We are a blank check company incorporated in 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not yet selected a specific business combination target.

Results of Operations

We have not engaged in any operations or generated any revenues to date. Our activities since inception have been organizational and preparing for our initial public offering (IPO). We will not generate any operating revenues until after completing our initial business combination.

For the three and six months ended June 30, 2025, we had net income of $2.5 million and $5.0 million, respectively. This was comprised of a loss from operations of $186,011 and $454,138, respectively, offset by non-operating income of $2.7 million and $5.5 million, respectively, from interest earned on the trust account.

For the three and six months ended June 30, 2024, we had a net loss of $6,412 and $1,497, respectively, from general administrative expenses, partially offset by non-operating income.

As of June 30, 2025, we had $264.9 million held in the trust account and $131,948 in cash held outside the trust account.

Liquidity and Capital Resources

Prior to our IPO, our liquidity needs were satisfied through a $25,000 capital contribution from our sponsor and up to $1 million in available loans.

On October 25, 2024, we completed our IPO of 25 million units at $10 per unit, raising $250 million. We also completed a private placement of 350,000 shares at $10 per share, raising an additional $3.5 million.

The net proceeds from the IPO and private placement were placed in a trust account, which we intend to use to complete our initial business combination. We had $264.9 million in the trust account as of June 30, 2025.

We expect to incur significant costs in our search for a business combination target, including legal, accounting, and other expenses. We believe the funds available to us outside of the trust account, along with permitted withdrawals, will be sufficient to allow us to operate for at least the next 24 months. However, if our estimates of the costs of identifying a target and completing a business combination are less than the actual amount necessary, we may have insufficient funds.

Commitments and Contractual Obligations

We have entered into an administrative services agreement to pay $15,000 per month to an affiliate of our sponsor for office space and administrative services. We have also agreed to pay the underwriters a deferred fee of $0.35 per unit, or $9.03 million in total, upon completion of our initial business combination.

Critical Accounting Policies

The key critical accounting policy we have identified is the accounting for our Class A ordinary shares subject to possible redemption. These shares are classified as temporary equity and measured at redemption value, with changes recorded against additional paid-in capital and accumulated deficit.

Outlook

As a blank check company, our future success is entirely dependent on our ability to identify and complete a successful business combination. We continue to evaluate potential targets and work towards this goal, but there can be no assurance we will be able to do so within the required timeframe. Our financial performance will be closely tied to the performance of the business we ultimately acquire.