Based on the provided financial report articles, I generated the title for the article: "Annual Report (Form 10-K) for the fiscal year ended December 31, 2024, of [Company Name] (0001850059)" Please note that the title may not be exact, as the provided text is a financial report and may not contain a specific title.

Overview

We are a blank check company incorporated in the Cayman Islands on May 14, 2018, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Units, our shares, debt or a combination of cash, shares and debt. We expect to incur significant costs in the pursuit of our acquisition plans, but we cannot assure you that our plans to complete a Business Combination will be successful.

Proposed GRT Business Combination

On October 21, 2024, we entered the Merger Agreement for the Proposed GRT Business Combination with GRT and Merger Sub. On February 28, 2025, the parties to the Merger Agreement entered into the First Amendment to extend the Outside Date defined under the Merger Agreement from February 28, 2025 to August 28, 2025. The Merger Agreement may be terminated under certain circumstances at any time prior to the Effective Time, including by mutual consent, if the transactions are not completed by the Outside Date, if representations and warranties are not materially true and correct or covenants are not performed, or if either party’s board of directors withdraws or changes its recommendation or if either party’s shareholders do not approve the required proposals.

Results of Operations

Our activity from inception up to June 20, 2024 was in preparation for the Initial Public Offering. Since the Initial Public Offering, our activity has been limited to the evaluation of business combination candidates and negotiating the Merger Agreement with GRT. We do not expect to generate any operating revenues until after the completion of our initial Business Combination, but we expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We also expect to incur increased expenses as a result of being a public company and for due diligence expenses in connection with searching for and completing a Business Combination.

For the year ended December 31, 2024, we had net income of $909,838, which consisted of dividend income on marketable securities held in the Trust Account of $1,799,136, offset by expenses of $889,298.

Liquidity and Capital Resources

On June 20, 2024, we consummated the Initial Public Offering of 6,900,000 Units, generating gross proceeds of $69,000,000. Simultaneously, we consummated the sale of 238,000 Private Units to the Sponsor at a price of $10.00 per Private Unit generating gross proceeds of $2,380,000. Following the Initial Public Offering and the sale of the Private Units, a total of $69,000,000 was placed in the Trust Account, and we incurred $3,448,233 in transaction costs.

For the year ended December 31, 2024, net cash used in operating activities was $876,327. At December 31, 2024, we had investments held in the Trust Account of $70,799,136 and cash of $76,747 held outside of the Trust Account.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. On August 30, 2024, we issued an unsecured promissory note (the “2024 Note”) in the principal amount of up to $1,000,000 to our Sponsor, of which $677,851 was outstanding as of December 31, 2024.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties to complete a Business Combination. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available on commercially acceptable terms, if at all.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of December 31, 2024.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for certain general and administrative services. We are also obligated to pay the underwriters a deferred fee of 2.5% of the gross proceeds of the Initial Public Offering, or $1,725,000, upon the closing of a Business Combination.

We have issued promissory notes to the Sponsor, including the 2024 Note, which allow us to borrow up to an aggregate principal amount of $1,000,000. As of December 31, 2024, there was $677,851 outstanding under the 2024 Note.

Critical Accounting Policies

We have identified the following critical accounting policies: Ordinary Shares Subject to Redemption, Net Loss Per Ordinary Share, and Offering Costs Associated with the Initial Public Offering. These policies require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses.

Recent Accounting Standard

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires additional disclosures related to segment reporting. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.