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Overview
We are a blank check company incorporated in the Cayman Islands on February 5, 2024, formed for the purpose of merging with or acquiring one or more businesses. Our goal is to identify and complete a business combination with a target company in the deep technology sector, such as artificial intelligence, quantum computing, or biotechnology, primarily in Asia. However, we will not merge with any entity that has operations in China consolidated through a variable interest entity (VIE) structure.
Results of Operations
Since our inception on February 5, 2024, we have not engaged in any operations or generated any revenue. Our activities have been limited to organizational tasks, preparing for our initial public offering (IPO), and searching for a suitable business combination target.
For the three months ended September 30, 2024, we had a net income of $1,422,951, which consisted of $1,512,941 in interest earned on the cash held in our trust account, offset by $89,990 in operating costs.
For the period from February 5, 2024 (inception) through September 30, 2024, we had a net income of $1,909,559, which consisted of $2,169,630 in interest earned on the trust account, offset by $260,071 in operating costs.
Liquidity and Capital Resources
Prior to our IPO, our only source of liquidity was an initial purchase of ordinary shares by our sponsor and the issuance of representative shares to our underwriter.
On May 21, 2024, we completed our IPO of 10,000,000 units at $10.00 per unit, generating gross proceeds of $100,000,000. Simultaneously, we sold 400,000 private placement units to our sponsor and underwriter at $10.00 per unit, generating an additional $4,000,000.
On May 23, 2024, the underwriters exercised their over-allotment option in full, resulting in the sale of an additional 1,500,000 units at $10.00 per unit, generating $15,000,000 in gross proceeds. Our sponsor and underwriter also purchased an additional 37,500 private placement units, generating $375,000.
In total, we placed $115,575,000 ($10.05 per unit) into a trust account. We incurred $5,975,732 in transaction costs for the IPO, and an additional $825,000 in costs related to the over-allotment option.
As of September 30, 2024, we had $986,256 in cash outside the trust account, which we intend to use for identifying and evaluating potential business combination targets, due diligence, and other transaction-related expenses.
We may need to raise additional capital through loans or investments from our sponsor, shareholders, officers, directors, or third parties to finance working capital deficits or transaction costs related to a business combination. However, we do not believe we will need to raise additional funds to meet our current expenditures. If we are unable to obtain such additional financing, we may be required to curtail operations or even liquidate.
Off-Balance Sheet Arrangements and Contractual Obligations
We have no off-balance sheet arrangements as of September 30, 2024. Our only significant contractual obligation is an agreement to pay $10,000 per month to our sponsor or an affiliate for office space, utilities, and administrative support until the earlier of the completion of a business combination or our liquidation.
We have also engaged an advisor, EarlyBirdCapital, Inc. (EBC), to assist with our business combination. EBC will receive a service fee equal to 3.5% of the gross IPO proceeds ($4,025,000) upon the consummation of our initial business combination. EBC may also receive an additional 1.0% fee if they introduce us to the target business with whom we complete the combination.
Critical Accounting Estimates
As of September 30, 2024, we did not have any critical accounting estimates to disclose.