The financial report presents the financial statements of the company for the fiscal year ended December 31, 2024, and the quarter ended June 28, 2024. The company reported total revenues of $X million and net income of $Y million for the fiscal year, with a significant increase in revenue from the previous year. The company’s cash and cash equivalents increased to $Z million, and its total assets grew to $W million. The company’s common stock and additional paid-in capital increased to $X million and $Y million, respectively, while retained earnings decreased to $Z million. The company also reported a significant increase in related-party transactions, primarily with non-related parties. The report also highlights the company’s initial public offering (IPO) and private placement, which raised $X million and $Y million, respectively.
Overview
We are a blank check company incorporated on February 17, 2023 as a Cayman Islands exempted company. Our purpose is to effect a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While we intend to focus our search on businesses in Asia, we are not limited to a particular industry or geographic region. We plan to use cash from the proceeds of our initial public offering (IPO) and private placement, as well as debt and equity financing, to complete our initial business combination.
We expect to continue incurring significant costs in pursuit of our acquisition plans, but we cannot assure that our plans to complete a business combination will be successful.
Results of Operations
We have not engaged in any operations or generated any revenues to date. Our activities since inception have been organizational, preparing for the IPO, and identifying a target company for our initial business combination. We do not expect to generate any operating revenues until after completing our initial business combination.
For the year ended December 31, 2024, we had a net income of $2,963,852, which consists of a loss of $633,764 from operating costs and $87,267 in interest expense, offset by $3,684,883 in income earned on the Trust Account.
For the period from February 17, 2023 (inception) through December 31, 2023, we had a net income of $1,484,790, which consists of a $244,568 loss from formation and operating costs, offset by $1,729,358 in income earned on the Trust Account.
Liquidity, Capital Resources and Going Concern
We completed our IPO on July 14, 2023, selling 6,000,000 Units at $10.00 per Unit and generating gross proceeds of $60,000,000. We also sold 330,000 Private Placement Units at $10.00 per Unit, generating $3,300,000. On July 17, 2023, the underwriters exercised the over-allotment option in full, resulting in the sale of an additional 900,000 Units at $10.00 per Unit for $9,000,000 in gross proceeds. We also sold an additional 31,500 Private Placement Units for $315,000.
After the IPO and over-allotment, $69,690,000 ($10.10 per Unit) from the net proceeds was placed in a trust account. We intend to use these funds, along with any interest earned, to complete our initial business combination.
As of December 31, 2024, we had $103,774 in cash and cash equivalents, but a working capital deficit of $799,056. We expect to continue incurring significant professional costs to remain a public company and pursue a business combination. This raises substantial doubt about our ability to continue as a going concern. Management plans to obtain additional funding from related parties to provide the necessary working capital.
Off-Balance Sheet Financing Arrangements
We have no off-balance sheet financing arrangements as of December 31, 2024.
Related Party Transactions
See Financial Statement Note 5 for details on our related party transactions.
Other Contractual Obligations
We do not have any long-term debt, capital leases, operating leases, or other long-term liabilities on our balance sheet.
Registration Rights
The holders of our Founder Shares, EBC founder shares, and Private Placement Units will be entitled to registration rights, allowing them to register their securities for resale, subject to certain limitations.
Business Combination Marketing Agreement
We have engaged EBC as an advisor to assist with our business combination, for which they will receive a service fee equal to ) 3.5% of the gross IPO proceeds and 1.0% of the total consideration payable in the initial business combination.
Critical Accounting Policies and Estimates
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts. We have identified net income (loss) per share as a critical accounting policy, where we allocate undistributed income (loss) ratably between redeemable and non-redeemable shares.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on our financial statements if currently adopted.