AI智能总结
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024 (Unaudited)2Condensed Statements of Changes in Shareholders’ Deficit for the three months endedMarch 31, 2025 and 2024 (Unaudited)3 Condensed Statements of Cash Flows for the three months ended March 31, 2025 and 2024(Unaudited) 4Notes to Unaudited Condensed Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations20 Assets:Current assets: EndedMarch 31,2025$401,439 Adjustments to reconcile net income (loss) to net cash used in operatingactivities:Gain on investments held in trust account(124,408)(1,573,981)Changes in operating assets and liabilities:Security deposit held in trust account for extension(60,000)—Prepaid expenses - current(41,600)(56,427)Prepaid expenses - non-current—42,024Accounts payable(15,715)(54,624)Accrued expenses260,13818,648Accrued expenses - interest28,250—Accrued expenses - related party(174,343)30,000Net cash used in operating activities(429,175)(180,531)Cash Flows from Financing Activities:Proceeds from promissory note, related party600,000— The Company’s management has broad discretion with respect to the specific application of the net proceeds ofthe Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferredunderwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time ofthe agreement to enter into the initial Business Combination. However, the Company only intends to complete aBusiness Combination if the post-transaction company owns or acquires50% or more of the issued andoutstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it of the Private Placement Shares, will be held in a trust account located in the United States with ContinentalStock Transfer& Trust Company acting as trustee, and invested only in U.S. government treasury obligationswith a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7 underthe Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by The Company provides the holders (the “Public Shareholders”) of the Company’s Public Shares with theopportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combinationeither (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means Account, plus any investment income earned thereon (less taxes payable). The per-share amount to be distributedto Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwritingcommissions the Company will pay to the Underwriter (as discussed in Note 6). These Public Shares are recordedat a redemption value and classified as temporary equity in accordance with the Financial Accounting StandardsBoard’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity. will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended andRestated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rulesof the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior tocompleting a Business Combination. If, however, shareholder approval of the transaction is required by law, orthe Company decides to obtain shareholder approval for business or legal reasons, the Company will offer toredeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant tothe tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective On May4, 2023, and in connection with the IPO, the Company adopted an Amended and Restated Memorandumand Articles of Association. The Amended and Restated Memorandum and Articles of Association provides that aPublic Shareholder, together with any affiliate of such shareholder or any other person with whom suchshareholder is acting in concert or as a “group” (as defined under Section13 of the Securities Exchange Act of unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares inconjunction with any such amendment. Public Offering (the “Combination Period”) and the Company’s shareholders have not further amended theAmended and Restated Memorandum and Articles of Association to extend such Combination Period (the“Extension Period”), the Company will (i)ceas




