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I'm happy to help! However, I don't see any text or information provided that would allow me to generate a title for an article. The text you provided appears to be a table of contents for a 10-K financial report, which is a document filed by publicly traded companies with the Securities and Exchange Commission (SEC). If you could provide more context or information about the article, I'd be happy to try and assist you in generating a title.
I apologize, but it seems that you haven’t provided the financial report (10-K) for me to summarize. Please share the report, and I’ll be happy to assist you in summarizing it in a single paragraph, focusing on key financial figures, main events, and significant developments.
Overview
We are a blank check company formed in the Cayman Islands on July 24, 2024 for the purpose of merging with or acquiring one or more businesses. We have not yet selected a specific target business for our initial business combination.
On December 23, 2024, we completed our initial public offering (IPO) of 10,000,000 units at $10 per unit, raising $100 million in gross proceeds. Simultaneously, we sold 400,000 private placement units to our sponsor and the IPO underwriters for $4 million. On December 31, 2024, the underwriters exercised the over-allotment option in full, purchasing an additional 1,500,000 units for $15 million. We also sold 37,500 additional private placement units for $375,000 in connection with the over-allotment.
After the IPO and over-allotment, we had $115.6 million held in a trust account to be used for our initial business combination. We have until June 23, 2026 to complete the business combination, after which we will be liquidated if we have not done so.
Recent Developments
In April 2025, our independent auditor Marcum LLP resigned, and we engaged CBIZ CPAs P.C. as our new auditor. In June 2025, we entered into a consulting agreement with Kujo Capital, LLC to provide a Chief Financial Officer. Our previous CFO, Tim Rotolo, resigned in August 2025 and was replaced by Andrew Kucharchuk.
Results of Operations
Since our inception in July 2024 through December 2025, we have not engaged in any operations or generated any revenue. Our only activities have been organizational, preparing for the IPO, and searching for a target business to acquire.
For the year ended December 31, 2025, we had net income of $4.0 million, consisting primarily of $4.8 million in interest earned on the trust account investments, offset by $802,565 in operating costs and a $446 change in the over-allotment liability.
For the period from July 24, 2024 (inception) through December 31, 2024, we had a net loss of $39,474, consisting of $96,478 in interest income and a $10,666 change in the over-allotment liability, offset by $146,618 in formation and operating costs.
Liquidity and Capital Resources
As of December 31, 2025, we had $313,322 in cash outside the trust account and $120.5 million invested in the trust account. We intend to use the trust account funds to complete our initial business combination.
The table below summarizes our cash flow activity:
| Cash Flow Activity | Year Ended 12/31/2025 | Period from 7/24/2024 to 12/31/2024 |
|---|---|---|
| Operating Activities | $(587,281) | $(334,275) |
| Investing Activities | $(15,075,000) | $(100,500,000) |
| Financing Activities | $15,093,750 | $101,716,128 |
We believe we have sufficient funds to operate our business prior to completing a business combination. However, if our estimates of the costs are less than actual, we may need to obtain additional financing. We have until June 23, 2026 to complete a business combination before we are required to liquidate.
Critical Accounting Estimates
Our financial statements require management to make estimates and assumptions that affect the reported amounts, including the fair value of our share rights, over-allotment option, and shares issued to EarlyBirdCapital and our directors/advisors. These estimates involve significant uncertainty, and deviations from our assumptions could materially impact our financial results.
We have adopted the new ASU 2023-09 accounting standard on income tax disclosures, but it did not have a material impact on our financial statements.