Financial Position - As of March 31, 2025, total assets amounted to $70,559,648, a slight increase from $70,064,740 as of December 31, 2024[9][11] - Current liabilities increased to $291,651 from $269,335, primarily due to an increase in other payables and accrued expenses[11] - The Trust Account had a balance of $70,070,601 as of March 31, 2025, compared to $69,344,530 as of December 31, 2024, indicating an increase of approximately 2.5%[40] - The total assets held in the Trust Account were valued at $70,070,601 as of March 31, 2025, compared to $69,344,530 as of December 31, 2024[54] - The company has cash of $364,776 and working capital of $197,396 as of March 31, 2025[29] - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2025[129][130] Income and Earnings - The company reported a net income of $472,592 for the three months ended March 31, 2025, compared to a net loss of $3,106 for the same period in 2024[12] - Basic and diluted net income per share for ordinary shares was $0.077 for the three months ended March 31, 2025[12] - For the three months ended March 31, 2025, the company reported a net income of $472,592, with $726,071 earned from interest on investments held in the Trust Account, offset by formation and operating expenses of $253,479[121] - The basic and diluted net income per share for the quarter was $0.077, while the same period in 2024 reported a basic and diluted net loss per share of $(0.028)[43] IPO and Financing - The company generated total gross proceeds of $60,000,000 from its IPO, with an additional $9,000,000 from the over-allotment option[19] - Total transaction costs related to the IPO amounted to $1,844,819, including $1,035,000 in underwriting commissions[20] - The company intends to use substantially all net proceeds from the IPO, totaling $69,000,000, to acquire a target business and cover related expenses[124] - The company completed its IPO on November 18, 2024, issuing 6,000,000 Units at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000[144] - An over-allotment option was exercised, resulting in the sale of an additional 900,000 Units for gross proceeds of $9,000,000[144] - A private placement of 200,000 Units to the Sponsor at $10.00 per Unit generated total proceeds of $2,000,000[145] - The total proceeds from the IPO and related transactions amounted to $69,000,000, which were placed in the Trust Account[146] Business Combination - The company has not yet commenced any operations and will not generate operating revenues until after completing a business combination[17] - The company has not selected any potential business combination targets as of the reporting date[16] - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the Trust Account[22] - The Company will proceed with a Business Combination if it has net tangible assets of at least $5,000,001 upon consummation[26] - The Company has entered into a Business Combination Agreement with SL Science Holding Limited, which includes two mergers[28] - If the Company cannot complete a Business Combination within 12 months (or up to 18 months if extended), it will cease operations and redeem public shares[26] - The Company has entered into a Business Combination Agreement with SL Bio Ltd., which is expected to result in the company becoming a wholly-owned subsidiary of PubCo[109] - The Business Combination with SL Bio is anticipated to be listed and traded on the Nasdaq Stock Market LLC following its consummation[109] Operational Concerns - The Company incurred a net loss and expects to continue incurring significant professional costs to remain publicly traded, raising substantial doubt about its ability to continue as a going concern[29] - Management has raised substantial doubt about the company's ability to continue as a going concern if the Business Combination is not completed by November 18, 2025[128] - The ongoing global conflicts may materially and adversely affect the Company's ability to consummate a Business Combination[31] - The company has no commitments in place for financing and there is no assurance that capital raising plans will be successful[30] Shareholder Information - As of March 31, 2025, the company had 6,900,000 ordinary shares subject to possible redemption, with a redemption value of $70,070,601, up from $69,344,530 as of December 31, 2024[70] - The company recognized an accretion of carrying value to redemption value of $726,071 for the quarter ended March 31, 2025[70] - The company has classified its redeemable ordinary shares as temporary equity, reflecting the guidance in ASC Topic 480[45] - The company has authorized 10,000,000 preferred shares, but none have been issued as of March 31, 2025[91] - The company has 490,000,000 ordinary shares authorized, with 2,180,000 shares issued and outstanding as of March 31, 2025, excluding 6,900,000 shares subject to possible redemption[96] Legal and Compliance - The company is not currently involved in any material litigation or legal proceedings that could adversely affect its financial condition[142] - There have been no changes in internal control over financial reporting that materially affected the company during the quarter ended March 31, 2025[140] - The company has not identified any critical accounting estimates that could significantly affect reported financial results[132] - The company believes that other recently issued accounting standards will not have a material effect on its financial statements[135] - The company is assessing the impact of ASU 2024-03, which requires disaggregated disclosure of certain costs and expenses, effective after December 15, 2026[134]

IPO and Financial Proceeds - The company completed its IPO on November 18, 2024, raising gross proceeds of $60 million from the sale of 6,000,000 units at $10.00 per unit[17]. - A private placement of 200,000 units was also completed, generating an additional $2 million, with each unit sold at the same price of $10.00[18]. - The underwriters exercised the Over-Allotment Option, resulting in the sale of 900,000 additional units and generating $9 million in gross proceeds[19]. - Total proceeds from the IPO, Option Units, and Private Units amounted to $69 million, which has been placed in a trust account for public shareholders[20]. - The company intends to use substantially all net proceeds from the IPO to acquire a target business and cover related expenses[104]. - The total proceeds of $69 million from the IPO, private placements, and option units were placed in a Trust Account for the benefit of public shareholders[89]. Business Combination Timeline and Strategy - The company has until November 18, 2025, to complete its initial business combination, with the possibility of extending this period up to May 18, 2026, by depositing $690,000 for each three-month extension[33]. - The company aims to acquire a target business with an aggregate fair market value of at least 80% of the trust account balance at the time of signing a definitive agreement[32]. - The company intends to structure its initial business combination to acquire 100% of the equity interests or assets of the target business[37]. - If the initial business combination is not completed within the specified time frame, the company will redeem 100% of its public shares for a pro rata portion of the funds in the trust account[36]. - The company has 12 months to complete its initial business combination, with a possible extension to 18 months, after which failure to obtain required approvals may lead to liquidation[69]. - The company has no approved plan to extend the business combination deadline beyond November 18, 2025[215]. Financial Performance and Position - As of December 31, 2024, the company reported a net income of $142,877, primarily from interest income of $344,530, offset by formation and operating costs of $201,653[102]. - The company had cash of $646,720 and working capital of $450,875 as of December 31, 2024[103]. - The company has not yet selected a target business for its initial business combination and has no current operations or revenues[94]. - The company has not paid any cash dividends and does not plan to do so prior to completing its initial business combination[83]. - The company has incurred significant professional costs and transaction costs related to remaining publicly traded and pursuing a Business Combination, raising substantial doubt about its ability to continue as a going concern[107]. - As of December 31, 2024, the Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[110]. Regulatory and Operational Risks - The company currently does not have any PRC subsidiary or operations, but may acquire a target based in China through subsidiaries and VIEs, facing various legal and operational risks[39]. - The PRC government has significant authority to influence the operations of a China-based company, which may lead to material changes in operations and depreciation of the combined company's securities[40]. - Recent PRC policies have significantly affected industries such as education and internet, posing risks to potential business combinations with PRC operating businesses[41]. - New cybersecurity regulations require companies with over one million users to apply for reviews before going public abroad, potentially hindering business combinations[42]. - The combined company may face difficulties in transferring funds among subsidiaries due to PRC regulations on foreign investments and currency conversion[44]. - The PCAOB's ability to inspect accounting firms in mainland China and Hong Kong is uncertain, which may affect the company's access to U.S. capital markets[45]. - The company will exclude any target whose financial statements are audited by firms that the PCAOB cannot inspect for two consecutive years[46]. - The CSRC's approval may be required for business combinations with China-based targets, adding uncertainty to the process[50]. - Draft Rules from the CSRC propose a new filing system for Chinese companies pursuing overseas listings, which may impose additional compliance requirements[52]. - The National Development and Reform Commission (NDRC) and the Ministry of Commerce (MOFCOM) issued a Negative List for foreign investment, effective January 1, 2022, which requires domestic enterprises in prohibited industries to obtain approval before overseas listings[53]. - The PRC Cybersecurity Law mandates that personal information and important data collected by critical information infrastructure operators must be stored in China, with additional cybersecurity reviews required for companies with over one million users going public abroad[56]. - The PRC Data Security Law, effective September 1, 2021, imposes data security obligations and a national security review for data activities that may affect national security[56]. - The PRC Personal Information Protection Law (PIPL), effective November 1, 2021, establishes a regulatory framework for handling and protecting personal information[56]. - The PRC government may impose restrictions on foreign currency access, potentially affecting the ability of PRC subsidiaries to pay dividends or repay loans in foreign currencies[61]. - The Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) expanded CFIUS's scope, potentially impacting business combinations with U.S. companies[67]. - CFIUS may require mandatory filings or voluntary notices for business combinations, which could delay or block transactions, affecting the company's ability to complete its initial business combination[68]. Corporate Governance and Management - The company has two executive officers, with no full-time employees prior to the consummation of a business combination[71]. - The company has not been involved in any material litigation or legal proceedings[78]. - The audit committee is chaired by Tianchen Cai, who is recognized as an "audit committee financial expert" according to SEC rules[140]. - The compensation committee is led by James Jiayuan Tong and is responsible for overseeing executive compensation policies and plans[142]. - The clawback policy, effective November 12, 2024, allows the compensation committee to require reimbursement of erroneously awarded compensation due to misconduct[151]. - The company has adopted an Insider Trading Policy governing the trading of its securities by directors, officers, and employees[152]. - The board of directors does not have a standing nominating committee, but independent directors can recommend nominees[147]. - The company has not established specific minimum qualifications for director nominees, focusing instead on a range of factors including integrity and professional reputation[149]. - The company’s founders, officers, and directors have agreed to waive their redemption rights concerning their shares if the initial business combination is not completed within the specified timeframe[157]. - The board will vote in favor of the initial business combination, as agreed by the sponsor, officers, and directors[160]. - The board of directors has determined that three members are independent directors under applicable SEC and NASDAQ rules[192]. Related Party Transactions and Financial Arrangements - The company has an amount due to related party of $254,484 as of December 31, 2024[180]. - The company entered into a promissory note agreement for up to $500,000 to cover IPO expenses, but had not drawn on it as of December 31, 2024[177]. - The company will pay $10,000 per month for administrative support services until the initial Business Combination or liquidation[184]. - No borrowings were made under the Working Capital Loans as of December 31, 2024[183]. - The company has not established a formal policy for the review of related party transactions[186]. - The audit committee is responsible for reviewing and approving related party transactions[188]. Audit and Internal Controls - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2024, and determined that it was effective[124]. - The Company has no changes in internal control over financial reporting that materially affected its effectiveness during the most recent fiscal quarter[128]. - The Company does not expect that its disclosure controls and procedures will prevent all errors and instances of fraud, providing only reasonable assurance[121]. - The total audit fees billed by Marcum Asia for the year ended December 31, 2024, amounted to $116,905[194]. - No audit-related fees were paid to Marcum Asia for the year ended December 31, 2024[195]. - The company did not incur any tax fees for the year ended December 31, 2024[196]. - The audit committee will review all payments made to founders or their affiliates on a quarterly basis[191]. Future Considerations - The Company is evaluating the impact of the pending adoption of ASU 2023-09 on its financial statements, which enhances income tax disclosures[114]. - The financial statements present fairly the financial position of the company as of December 31, 2024, and 2023[214]. - The company lacks the capital resources needed to fund operations and complete any business combination[215].

Financial Performance - The company had a net loss of $33,604 and $44,710 for the three and nine months ended September 30, 2024, respectively, all attributed to formation and operating expenses[114]. - As of September 30, 2024, the company had cash of $0 and a working capital deficiency of $175,658, raising substantial doubt about its ability to continue as a going concern[119]. Fundraising Activities - The company raised gross proceeds of $69,000,000 from the IPO, including the sale of 900,000 additional units, with each unit priced at $10.00[108][111]. - The company completed a private placement of 200,000 units to its Sponsor at a price of $10.00 per unit, generating total proceeds of $2,000,000[109]. - The funds from the IPO and private placement are intended for acquiring a target business and covering related expenses[116]. Business Operations - The company has not engaged in any operations or generated any revenues to date, focusing solely on identifying suitable acquisition candidates[113]. - The company plans to use funds held outside the Trust Account for due diligence and evaluating prospective acquisition candidates over the next 12 months[117]. - If a business combination is not completed by November 18, 2025, the company may proceed with voluntary liquidation[119]. Financial Structure - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2024[120][121]. Accounting Standards - The company is currently evaluating the impact of adopting new accounting standards issued by the FASB, including ASU 2023-07 and ASU 2023-09[126][127].