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| PART I FINANCIAL INFORMATION | | 1 | |
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| Item 1 | Financial Statements. | | 1 |
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| Condensed Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 | | 1 |
| Unaudited Condensed Statements of Operations for the three ended March 31, 2024 and 2023 | | 2 |
| Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2024 and 2023 | | 3 |
| Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2024 and 2023 | | 4 |
| Notes to Unaudited Condensed Financial Statements | | 5 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 21 |
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | | 26 |
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| Item 4 | Disclosure Controls and Procedures | | 26 |
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| PART II. OTHER INFORMATION | | 28 | |
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| Item 1. | Legal Proceedings. | | 28 |
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| Item 1A. | Risk Factors. | | 28 |
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | | 28 |
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| Item 3. | Defaults Upon Senior Securities. | | 28 |
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| Item 4. | Mine Safety Disclosures. | | 28 |
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| Item 5. | Other Information. | | 28 |
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| Item 6. | Exhibits. | | 29 |
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| Signatures | | 30 | |
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i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”), including, without limitation, statements under the heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to (i) our ability to consummate any acquisition or other business combination, (ii) our expectations regarding our future liquidity and access to additional sources of capital, (iii) expectations regarding the Trust Account balance, (iv) the use of net proceeds and funds held outside the Trust Account, (v) goals, plans and strategies and their anticipated benefits, (vi) our beliefs regarding credit risk, and (vii) any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but they involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including but not limited to:
| • | our ability to select an appropriate target business or businesses; |
| • | our ability to complete our initial business combination; |
| • | our expectations around the performance of the prospective target business or businesses; |
| • | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| • | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
| • | our potential ability to obtain additional financing to complete our initial business combination; |
| • | our pool of prospective target businesses; |
| • | our ability to consummate an initial business combination due to the uncertainty resulting from adverse political and natural events (such as an outbreak or escalation of armed hostilities or acts of war, terrorist attacks, natural disasters or other significant outbreaks of infectious diseases); |
| • | the ability of our officers and directors to generate a number of potential business combination opportunities; |
| • | our public securities’ potential liquidity and trading; |
| • | the lack of a market for our securities; |
| • | the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance; |
| • | the Trust Account (as defined below) not being subject to claims of third parties; or |
| • | our financial performance following our initial public offering. |
These risks and uncertainties include, but are not limited to, those factors listed above and others described or referenced under the heading “Risk Factors” in Item 1A of Part I in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024 and in our subsequent filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described or referenced under “Risk Factors” may not be exhaustive.
ii
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.
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