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.

We intend to use the cash proceeds from our initial public offering (IPO) and private placement, as well as debt financing and shares issued to the target company’s owners, to fund our initial business combination. However, the issuance of additional shares could significantly dilute the equity interest of our public shareholders, subordinate their rights, cause a change in control, or adversely affect the market price of our shares.

Results of Operations

We have not engaged in any operations or generated any revenue to date. Our activities since inception have been organizational and preparing for the IPO. We will not generate operating revenue 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, consisting of a loss from operations of $0.2 million and $0.5 million, 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, consisting of a loss from operations of $27,630 and $28,031, respectively, partially offset by non-operating income of $21,218 and $26,534, respectively, from cancellation of indebtedness.

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

Liquidity and Capital Resources

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

On October 25, 2024, we completed the IPO of 25 million units at $10 per unit, raising $250 million, and a private placement of 350,000 shares at $10 per share, raising an additional $3.5 million. An additional 800,000 over-allotment option units were issued on December 9, 2024, raising another $8 million.

A total of $258 million from the IPO and private placement proceeds was placed in the trust account, to be used for the business combination. As of June 30, 2025, the trust account held $264.9 million, including $9 million in deferred underwriting commissions.

We expect to use the funds in the trust account, minus any permitted withdrawals, to complete the initial business combination. Prior to the business combination, we will have access to approximately $250,000 in proceeds held outside the trust account to fund our operations.

We do not believe we will need to raise additional funds to meet the expenditures required for operating our business prior to the initial business combination. However, if our estimates of the costs are less than actual, we may need to obtain additional financing, either from our sponsor, officers and directors, or third parties.

Commitments and Contractual Obligations; Quarterly Results

We do not have any long-term debt, capital leases, or other long-term liabilities. No unaudited quarterly operating data is included as we have not conducted any operations to date.

Administrative Services and Indemnification Agreement

We entered into an agreement to pay an affiliate of the sponsor $15,000 per month for office space and administrative services. For the three and six months ended June 30, 2025, we incurred $45,000 and $90,000, respectively, under this agreement.

Underwriting Agreement

The underwriters received a 4.5% underwriting discount upon the closing of the IPO and over-allotment option, totaling $3.9 million. They are also entitled to a $9.0 million deferred fee, payable from the trust account upon completion of the business combination.

Registration Rights Agreement

The holders of the founder shares, private placement shares, and any shares issued upon conversion of working capital loans will be entitled to registration rights, requiring the company to register the sale of these securities.

Critical Accounting Policies and Estimates

The key critical accounting policy is the treatment of the Class A ordinary shares as subject to possible redemption, which are classified as temporary equity and measured at redemption value.

Recent Accounting Standards

The company adopted a new accounting standard in 2024 related to segment reporting disclosures, which requires enhanced disclosure of significant segment expenses and other segment information.