Overview

We are a blank check company, also known as a special purpose acquisition company (SPAC), that was incorporated in the Cayman Islands with the purpose of merging with or acquiring a business. We have not yet identified a specific target company for our initial business combination. Our plan is to use the proceeds from our initial public offering (IPO) and a private placement to fund this future acquisition.

Recent Developments

On August 7, 2025, we completed our IPO, selling 8,280,000 units at $10 per unit and raising $82.8 million in gross proceeds. Simultaneously, we sold 228,650 private placement units to our sponsor for $2.29 million. The net proceeds from the IPO and private placement have been placed in a trust account and will be used to fund our future business combination.

We also entered into a finder’s agreement with Aspira Capital Consulting LTD, agreeing to pay them a $300,000 retainer fee and a $3.5 million success fee upon the closing of a transaction.

Results of Operations

Since our inception in July 2024, we have not engaged in any operations or generated any revenue. Our only activities have been organizational tasks and those necessary to complete the IPO. We expect to incur increased expenses as a public company and in searching for and completing a business combination.

For the three months ended June 30, 2025, we reported a net loss of $15,459, consisting of $15,750 in formation and operating costs offset by $291 in interest income.

Liquidity and Capital Resources

As of June 30, 2025, we had $7,559 in cash and a working capital deficit of $212,441. Prior to the IPO, our liquidity needs were met through a $25,000 payment from our sponsor for founder shares and $700,000 in unsecured promissory note loans from our sponsor.

The net proceeds from the IPO and private placement, totaling $82.8 million, have been placed in a trust account and will be used to fund our initial business combination. We intend to use these funds, along with any additional capital raised, to complete the acquisition.

However, we have incurred and expect to continue incurring significant costs in pursuit of a business combination. There is no assurance we will be able to complete a transaction within the required timeframe, and our ability to continue as a going concern is uncertain.

Contractual Obligations

Our key contractual obligations include:

• Promissory notes from our sponsor totaling $210,000, which were repaid from IPO proceeds
• An administrative services agreement to pay our sponsor $20,000 per month for office space and support services
• Underwriting fees of 0.71% of IPO gross proceeds ($510,000) and a 4% deferred fee ($3.31 million) payable upon completion of a business combination
• A right of first refusal granted to the IPO underwriter’s representative for certain future transactions

Critical Accounting Policies and Recent Accounting Standards

We have not identified any critical accounting policies or estimates. We have adopted recent accounting standards related to segment reporting and income tax disclosures, but they did not have a material impact on our financial statements.

Conclusion

As a newly formed SPAC, we have not yet commenced operations or generated any revenue. Our focus is on identifying and completing a suitable business combination within the required timeframe. However, we face significant costs and uncertainty in achieving this goal, which raises doubts about our ability to continue as a going concern. Our future success will depend on our ability to find and execute a value-enhancing transaction for our shareholders.