Financial Performance - The company has generated no revenues to date and does not expect to generate operating revenues until the completion of its initial business combination [120]. - As of September 30, 2025, the company reported a net loss of $180,427 for the three months ended, with significant expenses including legal and accounting costs totaling $142,580 [133]. - For the nine months ended September 30, 2025, the company reported a net loss of $351,900, with legal and accounting expenses amounting to $486,639 [134]. - As of September 30, 2025, the company had cash and cash equivalents of $63,803 and a working capital deficit of $2,485,024 [136]. - For the nine months ended September 30, 2025, net cash used in operating activities was $295,938, with a net loss of $351,900 adjusted by $55,962 changes in operating assets and liabilities [139]. Business Combination - The company entered into a Business Combination Agreement with Gadfin Ltd., valuing Gadfin at $180 million, focusing on hydrogen-powered drone technology for logistics [125][128]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination and for working capital needs [140]. - The company may need to raise additional funds to meet expenditures required for operating its business prior to the initial business combination [142]. Compliance and Regulatory Matters - The company received a deficiency letter from Nasdaq regarding non-compliance with the minimum market value of listed securities requirement of $50 million, with a compliance period until November 24, 2025 [127]. - The company is currently assessing the impact of ASU 2023-09 on its financial position, results of operations, or cash flows [147]. Capital Structure and Financing - The company has 6,352,099 ordinary shares outstanding after a redemption of 6,461,683 Class A ordinary shares, resulting in $73,533,953 being removed from the Trust Account [122][123]. - The company issued an unsecured promissory note for $335,131 to cover extension payments, with $27,927 drawn against it for additional one-month extensions [124]. - The underwriters of the Initial Public Offering are entitled to a deferred discount of $0.35 per Unit, totaling $5,406,250, payable only if a Business Combination is completed [145]. - As of September 30, 2025, the company had no long-term debt or capital lease obligations [144]. - The company did not have any outstanding working capital loans as of September 30, 2025 [143]. Operational Status - The company has not commenced any operations as of September 30, 2025, with all activities related to its formation and search for a business combination target [132]. - The company expects to incur increased expenses related to being a public company, including legal and financial reporting costs [132]. - The company has amended its Trust Agreement to allow for up to twelve one-month extensions of the Termination Date to January 18, 2026 [121]. - Net cash provided by investing activities was $72,849,016, primarily from the redemption of marketable securities held in the Trust Account [139]. - As of September 30, 2025, marketable securities held in the Trust Account amounted to $9,755,067, including approximately $433,586 of gains [140].

Financial Performance - The company has generated no revenues to date and does not expect to generate operating revenues until the completion of its initial business combination [115]. - As of June 30, 2025, the company reported a net loss of $238,126 for the three months ended June 30, 2025, compared to a net income of $738,891 for the same period in 2024 [127]. - For the six months ended June 30, 2025, the company had a net loss of $171,473, while for the same period in 2024, it reported a net income of $1,314,747 [128]. - The company expects to incur significant costs related to identifying a target business and negotiating an initial business combination, raising substantial doubt about its ability to continue as a going concern within one year [136]. Cash and Securities - The company had $57,256 in cash and cash equivalents held outside of the Trust Account and a working capital deficit of $2,052,354 as of June 30, 2025 [129]. - A total of $146,625,000 was placed in the Trust Account following the Initial Public Offering and the sale of Private Placement Units [131]. - As of June 30, 2025, the company had marketable securities held in the Trust Account amounting to $9,570,875, including approximately $333,178 of gains [133]. - As of June 30, 2025, the company had cash and cash equivalents of $57,256 held outside the Trust Account [135]. Business Combination and Agreements - The company entered into a Business Combination Agreement with Gadfin Ltd., a technology company specializing in hydrogen-powered drones, on January 26, 2025 [120]. - The company has the ability to extend the Termination Date from January 18, 2025, up to twelve times to January 18, 2026, by depositing $35,000 or $0.035 per Public Share into the Trust Account [116]. - Following a shareholder vote, $73,533,953 was removed from the Trust Account to pay holders who redeemed 6,461,683 Class A ordinary shares [117]. - Up to $1,500,000 of potential loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit, at the lender's option [137]. Compliance and Regulatory Matters - The company received a deficiency letter from Nasdaq regarding non-compliance with the minimum market value of listed securities requirement of $50 million, with a compliance period until November 24, 2025 [124]. Debt and Liabilities - The company has no long-term debt, capital lease obligations, or long-term liabilities as of June 30, 2025 [138]. Accounting and Financial Reporting - The underwriters of the Initial Public Offering are entitled to a deferred discount of $0.35 per Unit, totaling $5,406,250, payable only if a Business Combination is completed [138]. - The company has not identified any critical accounting estimates as of June 30, 2025 [139]. - The company adopted ASU 2023-07 for the annual period ended December 31, 2024, which did not have a material impact on its financial statements [140]. - ASU 2023-09, effective for fiscal years beginning after December 15, 2024, requires additional disclosures related to income tax rate reconciliations and income taxes paid, which the company is currently assessing [141]. - The company's management does not believe that any other recently issued accounting pronouncements would have a material effect on the financial statements [143]. - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies [144].

Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $66,653, which included $234,788 in dividends income from marketable securities held in the Trust Account [126]. - The company incurred net cash used in operating activities of $134,277 for the three months ended March 31, 2025 [132]. - The company had a working capital deficit of $1,700,104 as of March 31, 2025, excluding cash and marketable securities held in the Trust Account [129]. Trust Account and Securities - A total of $146,625,000 was placed in the Trust Account following the Initial Public Offering [131]. - As of March 31, 2025, the company held marketable securities in the Trust Account valued at $9,388,700, including approximately $234,788 of gains [133]. - Following a shareholder vote, holders of 6,461,683 Class A ordinary shares redeemed their shares for a total of $73,533,953 from the Trust Account [119]. Business Combination - The company entered into a Business Combination Agreement with Gadfin Ltd., a technology company specializing in hydrogen-powered drones, on January 26, 2025 [122]. - The company issued an unsecured promissory note to the Sponsor for $335,131 to cover extension payments related to the business combination [121]. - The company expects to incur significant costs related to identifying a target business and negotiating an initial business combination, raising concerns about its ability to continue as a going concern [135]. Accounting Standards - In December 2023, the FASB issued ASU 2023-09, requiring annual disclosures of income tax rate reconciliations using both amounts and percentages [140]. - ASU 2023-09 mandates disclosure of net income taxes paid or received to federal, state, and foreign jurisdictions, subject to a five percent quantitative threshold [140]. - The Company is currently assessing the impact of ASU 2023-09 on its financial position, results of operations, or cash flows [140]. - Management does not believe that any other recently issued accounting pronouncements would have a material effect on the financial statements [141]. - Item 3 regarding quantitative and qualitative disclosures about market risk is not required for smaller reporting companies [142]. Operational Status - As of March 31, 2025, the company had not commenced any operations and generated no revenues to date, with expectations to generate operating revenues only after completing an initial business combination [117].

Company Overview - The company was incorporated on August 24, 2021, as a blank check company with no revenues generated to date, focusing on high-growth technology companies in Israel for its initial business combination[14]. - The company has no operating history and no revenues, raising substantial doubt about its ability to continue as a going concern[187]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements[172]. Initial Public Offering (IPO) - On January 18, 2023, the company completed its Initial Public Offering of 14,375,000 units at $10.00 per unit, generating gross proceeds of $143,750,000[21]. - Following the IPO, $146,625,000 was placed in a Trust Account until the completion of the initial business combination[23]. - The anticipated amount in the Trust Account is $10.20 per public share, which includes interest earned on the funds held[121]. Business Combination Agreement - The company entered into a Business Combination Agreement with Gadfin Ltd. on January 26, 2025, which includes a share split and the formation of NewPubco[24]. - Gadfin is valued at approximately $200,000,000 in aggregate consideration, with a potential reduction to $150,000,000 if it does not record at least $4,500,000 in deferred revenue by the Closing Date[26]. - The Business Combination Agreement includes a Minimum Cash Condition requiring Aggregate Transaction Proceeds to be at least $15,000,000[38]. - The Business Combination Agreement allows termination if the Transactions are not consummated by December 31, 2025[39]. - The Company may terminate the agreement if Gadfin's representations and warranties are not true or if there is a PCAOB Related Default[41]. - Gadfin will pay a termination fee of $10,000,000 if it terminates the agreement to accept a Superior Proposal[42]. Financial Performance and Market Environment - In 2024, Israeli tech companies raised approximately $9.6 billion through 453 deals, indicating a strong investment environment in Israel's tech ecosystem[19]. - More than 100 Israeli companies are listed on US exchanges, with a combined market cap exceeding $150 billion, showcasing Israel's significant influence on the US stock market[18]. - The Israeli technology sector has seen a dramatic uplift, transitioning from "Start-Up Nation" to "Scale-Up Nation," attracting billions in investments from foreign investors, primarily from the U.S.[73]. - In 2023, the Israeli high-tech sector faced significant challenges, including a 73% decline in venture capital investments from 2021 to 2023, compared to a 51% decline in the U.S.[75]. - M&A capital proceeds in 2024 reached $12.53 billion, with 99 transactions, marking the second lowest number of deals in the past decade, primarily driven by M&As valued between $100 million and $500 million, totaling $6.052 billion[76]. Target Business Criteria - The company aims to identify high-growth technology companies with enterprise values between $800 million and $1.5 billion, focusing on those with double-digit revenue growth over a minimum of three years[92]. - The company seeks to combine with firms that have a strong management team and a proven track record in driving growth and profitability in the tech industry[92]. - The company will evaluate prospective target companies based on criteria including cloud computing, cybersecurity, and energy technology, among others[88]. - Target business candidates are expected to be sourced from various unaffiliated sources, including investment market participants and private equity groups[98]. Risks and Challenges - The company may face intense competition from other entities with similar business objectives, which could limit its ability to acquire target businesses[163]. - Political and military conditions in Israel, including recent conflicts, may adversely affect potential acquisition targets and their operations[201]. - The time and costs associated with selecting and evaluating a target business are currently uncertain, and costs incurred may reduce available funds for future business combinations[104]. - The ability of public shareholders to redeem shares could hinder the company's financial condition and attractiveness to potential targets[196]. Shareholder Rights and Redemption - Redemption rights are limited to ensure net tangible assets do not fall below $5,000,001 to avoid SEC's "penny stock" rules[122]. - If shareholder approval is sought, approximately 31.6% (4,410,417 shares) of the public shares must be voted in favor for the initial business combination to be approved[127]. - Public shareholders are restricted from redeeming more than 15% of the shares sold in the Initial Public Offering without prior consent[132]. - If the initial business combination is not completed by April 18, 2025, the company will cease operations and redeem public shares at a price based on the Trust Account[141]. - The anticipated per-share redemption amount for shareholders upon dissolution is $10.20, based on the funds held in the Trust Account[146]. Management and Governance - The company has three executive officers who are not obligated to devote specific hours to its matters until a business combination is completed[165]. - The presence of fiduciary obligations may affect the ability of officers and directors to present business combination opportunities to the company[102]. - The Sponsor owns 25% of the outstanding ordinary shares and has agreed to vote in favor of the initial business combination, increasing the likelihood of approval[194]. Compliance and Reporting - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2024, as mandated by the Sarbanes-Oxley Act[168]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to or after the consummation of its initial business combination[170]. - The company must maintain a minimum market capitalization of $50 million and at least 400 public holders to continue listing on Nasdaq[212]. - The company is required to comply with Nasdaq's initial listing requirements, which are more rigorous than continued listing requirements[213].

Core Viewpoint - Israel Acquisitions Corp. (ISRL) has entered into a definitive business combination agreement with Gadfin Ltd., valuing Gadfin at up to $200 million USD, aiming to leverage Gadfin's innovative drone technology for logistics delivery [1][5]. Company Overview - Gadfin Ltd. specializes in all-weather, long-range, heavy-duty drone delivery powered by hydrogen fuel cells, significantly enhancing logistics in both civil and combat zones [2][8]. - Gadfin's technology is designed for efficient, sustainable, and reliable deliveries, particularly in healthcare, logistics, and industrial supply chains [8][9]. - The company is backed by prominent investors, positioning it as a leader in sustainable logistics solutions [9]. Transaction Details - The business combination is expected to be completed in the second half of 2025, subject to shareholder approvals and regulatory consents [7]. - The combined company will be listed on Nasdaq, with a minimum net cash condition of $15 million prior to closing [7]. - Gadfin's management will operate the combined entity, with a staggered Board of Directors comprising members from both ISRL and Gadfin [7]. Growth Strategy - Gadfin plans to implement a growth strategy based on existing contracts and potential new opportunities following the merger [3]. - The innovative hydrogen-powered drones are positioned to capitalize on numerous growth opportunities in the drone logistics industry, both in the U.S. and globally [5].

Core Viewpoint - Israel Acquisitions Corp. has signed a non-binding letter of intent for a proposed business combination with Gadfin Aero-Logistics Systems, a company specializing in unmanned aerial delivery of medical supplies and other cargo [1][3]. Group 1: Company Overview - Israel Acquisitions Corp. is a blank-check company focused on merging with high-growth technology companies based in Israel [4]. - The management team includes Chairman Izhar Shay, CEO Ziv Elul, and CFO Sharon Barzik Cohen [4]. Group 2: Gadfin Aero-Logistics Systems - Gadfin specializes in all-weather unmanned aerial vehicles powered by hydrogen fuel cells, capable of delivering cargo under harsh conditions [2]. - The technology aims to enhance logistics delivery in both combat zones and civil applications, significantly improving the speed of delivery for medical supplies and other essential cargo [2][3]. Group 3: Strategic Implications - The partnership is expected to accelerate Gadfin's production and facilitate the introduction of new models to fulfill backlog orders, thereby expanding access to remote locations and hospitals [3]. - Israel Acquisitions Corp. plans to provide further details regarding the business combination in the fourth quarter of 2024 [3].

Core Viewpoint - Israel Acquisitions Corp (ISRL) and Pomvom Ltd. have mutually agreed to terminate their Business Combination Agreement due to unfavorable global market conditions, which do not support the transaction under the originally agreed financial parameters [1][3]. Group 1: Termination Agreement - The parties have signed a mutual termination and release agreement to end the Business Combination Agreement and related agreements [1]. - Both companies have waived any claims against each other, except for violations related to the Termination Agreement or confidentiality obligations [2]. Group 2: Company Profiles - Pomvom Ltd. is an Israeli technology company listed on the Tel-Aviv Stock Exchange, specializing in experiential content for amusement parks and attractions, utilizing a digital platform for media documentation and distribution [4]. - Israel Acquisitions Corp is a blank-check company traded on Nasdaq, focused on merging with high-growth technology companies in Israel [5].

Financial Performance - As of March 31, 2024, the company reported a net income of $575,856, with total listing expenses of $117,464 and legal and accounting expenses of $378,580[120]. - The company had cash and cash equivalents of $318,357 held outside the Trust Account and a working capital deficit of $221,502 as of March 31, 2024[122]. - Total marketable securities held in the Trust Account amounted to $79,132,680, including approximately $1,201,832 of gains on marketable securities[127]. - For the three months ended March 31, 2024, net cash provided by operating activities was $848,561, with net cash used in financing activities totaling $75,771,158[125]. Revenue Generation - The company has generated no revenues to date and does not expect to generate operating revenues until after the completion of an initial business combination[114]. Business Combination - The company entered into a Business Combination Agreement with Pomvom Ltd. on January 2, 2024, which includes a merger and formation of a new entity[115]. Financing and Expenses - An unsecured promissory note was issued to the Sponsor on January 18, 2024, allowing for up to twelve additional one-month extension payments totaling $150,000[117]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses[119]. - The company may need to raise additional funds to meet expenditures required for operating its business prior to the initial business combination[129]. - The underwriters of the Initial Public Offering are entitled to a deferred discount of $5,406,250, which will be payable only if a Business Combination is completed[131].

Business Combination Agreement - The company entered into a Business Combination Agreement with Pomvom Ltd. on January 2, 2024, focusing on experiential content for global amusement parks and attractions [15]. - The Business Combination Agreement includes a share split and equity exchange, with Pomvom equity holders expected to receive approximately $125 million in aggregate consideration [26]. - The completion of the transaction is contingent upon receiving various approvals, including Pomvom's equityholder approval and IAC's shareholder approval [32]. - The agreement allows for termination if the transactions are not consummated by September 30, 2024, with possible extensions under certain conditions [35]. - The Business Combination Agreement allows IAC and Pomvom to terminate the agreement for a Superior Proposal, with a termination fee of $10,000,000 payable within 30 days [39]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) was completed on January 18, 2023, raising gross proceeds of $143.75 million from the sale of 14,375,000 units at $10.00 per unit [21]. - Following the IPO, $146.625 million was placed in a trust account, pending the completion of the initial business combination [23]. Investment Climate and Strategy - In 2023, Israeli tech companies raised approximately $6.9 billion through 392 deals, indicating a strong investment climate in Israel's tech ecosystem [19]. - The company aims to leverage its team's extensive network and expertise to identify and acquire high-growth Israeli technology companies [20]. - The company emphasizes the potential for high-growth technology investments in Israel, supported by the presence of over 100 Israeli companies listed on US exchanges with a combined market cap exceeding $150 billion [18]. - The company plans to focus on technology companies with significant Israeli connections, aiming to create long-term value for shareholders [16]. - The company targets businesses with enterprise values between $800 million and $1.5 billion, reflecting a discount to comparable public companies [90]. - The focus is on companies with double-digit revenue growth per annum over a minimum of 3 years, featuring disruptive technology and a large addressable market [90]. - The company aims to pursue businesses that generate over 50% of their revenue outside of Israel, targeting global players [90]. - The strategy includes identifying high-growth technology companies primarily in sectors such as cloud computing, cybersecurity, and fintech [85]. - The company believes there are hundreds of pre-IPO Israeli tech companies that could be potential acquisition candidates, with the number expected to grow [80]. - The Israeli tech sector has seen significant scale-up across various sectors, presenting strong growth opportunities [79]. Management Team - Ziv Elul, CEO, has 16 years of experience in high-growth technology businesses and led Fyber N.V. to profitability after its acquisition for $600 million [46][47]. - Sharon Barzik Cohen, CFO, previously served as CFO of Dell EMC's Storage Division and oversaw global finance teams, contributing to significant acquisitions in the tech sector [49]. - Izhar Shay, Chairman, has extensive experience in venture capital and technology investments, co-founding Canaan Partners Israel with approximately $2.0 billion in assets under management [50]. - Candice Beaumont has executed over $20 billion in merger and acquisition advisory assignments and is recognized as a Young Global Leader by the World Economic Forum [53]. - Peter Cohen, a board member, has advised on major transactions including the sale of the Los Angeles Dodgers and the acquisition of Dow Jones & Company [54]. Market Trends and Performance - In 2023, M&A capital proceeds in the Israeli high-tech sector totaled $9.77 billion, only 22% below the 2022 amount, with significant deals including the acquisition of Imperva by Thales for $3.6 billion [74]. - The number of public funding rounds in 2023 was 54, totaling $1.9 billion, representing a 27% reduction in rounds and a 40% reduction in total amount compared to the previous year [75]. - Between 2018 and 2021, Israel experienced a 303% increase in private funding, followed by a 73% decrease from 2021 to 2023, contrasting with the U.S. which saw a 134% increase and a 51% decrease in the same periods [73]. - The Israeli technology sector is transitioning from "Start-Up Nation" to "Scale-Up Nation," attracting billions in investments from foreign investors through M&A and IPOs [71]. - In 2023, only four Israeli high-tech companies went public, continuing the downtrend from 2022 [74]. - Israeli technology companies have generally followed Nasdaq trends since 2019, with performance peaking in early 2021 as Israel reopened faster after the pandemic [76]. - The Israeli technology sector is recognized for its high R&D expenditure per GDP, supported by a strong VC community and over 400 multinational corporations operating local R&D centers [67]. - The number of Israeli Unicorns has increased significantly, representing 10% of global Unicorns as of June 2021, with many growth-stage companies poised to become the next Unicorns [68]. - The Israeli high-tech sector showed resilience in 2023 despite challenges, including a significant decline in venture capital investments due to macroeconomic factors [72]. - The company may face intense competition from other entities with similar business objectives, which could limit its ability to acquire larger target businesses [162]. Financial Condition and Risks - As of December 31, 2023, the company had $671,628 in operating cash and a working capital deficit of $554,474 [188]. - The company has no operating history and no revenues, raising substantial doubt about its ability to continue as a going concern [188]. - The company is focused on pursuing acquisitions of Israeli technology companies, which may involve additional risks and burdens [188]. - The company may not be able to consummate an initial business combination by April 18, 2024, which could lead to liquidation [181]. - The company has identified a material weakness in internal control over financial reporting as of December 31, 2022, which continues to exist [184]. - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced disclosure obligations [171][175]. - The company has incurred and expects to continue incurring significant costs in pursuit of an initial business combination [188]. - The company may face risks related to companies in the Israeli technology industry, impacting its operations and prospects [188]. - The company may complete its initial business combination without shareholder approval, even if a majority of shareholders do not support it [189]. - The company can extend the period to consummate its initial business combination up to 12 times by an additional month each time, with a minimum deposit of $50,000 or $0.02 per public share [191]. Shareholder Rights and Redemption - Shareholders will have the opportunity to redeem their Class A ordinary shares upon completion of the initial business combination [125]. - The company may conduct redemptions without a shareholder vote under certain conditions, but will seek approval if required by law or stock exchange rules [108]. - Public shareholders can redeem their shares regardless of their voting decision, and the redemption process will remain open for at least 20 business days following the announcement of the initial business combination [130]. - A public shareholder is limited to redeeming no more than 15% of the shares sold in the Initial Public Offering without prior consent from the company [135]. - If the initial business combination is not completed by April 18, 2024, the company will cease operations and redeem public shares at a per-share price of $10.20, subject to claims from creditors [144][149]. - The company has agreed to waive liquidation rights for founder shares if the initial business combination is not completed by the specified date [145]. - The redemption amount for shareholders upon dissolution is projected to be $10.20 per share, but actual amounts may vary due to creditor claims [149]. - The company will not proceed with any amendments that affect shareholder redemption rights without providing an opportunity for redemption at a per-share price equal to the trust account balance [146]. - The company plans to fund dissolution costs from remaining funds outside the trust account, estimated at $1,450,000, plus up to $100,000 from the trust account [147][148]. - The company will not complete the initial business combination if public shareholders tender more shares than the number offered for redemption [130]. - The company has established procedures for public shareholders to exercise their redemption rights, requiring timely delivery of share certificates [137]. - The trust account holds funds that may be reduced below $10.20 per public share due to claims by third parties, which could impact shareholder returns [151]. - The company has access to up to $1,450,000 following the Initial Public Offering to cover potential claims and expenses, estimated to be no more than $100,000 [152]. - Shareholders are entitled to receive funds from the trust account only if the initial business combination is not completed by April 18, 2024, or January 18, 2025, if extended [156]. - The redemption price for public shares is initially anticipated to be $10.20 per share, including interest earned on the funds held in the trust account [158]. Compliance and Regulatory Matters - The company has filed a registration statement with the SEC and is subject to the rules and regulations under the Exchange Act [169]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to the consummation of its initial business combination [169]. - Compliance with Nasdaq's initial listing requirements is necessary post-initial business combination to maintain the listing [213]. - The company was approved to list its units on Nasdaq starting January 13, 2023, with Class A ordinary shares and warrants listed on February 28, 2023 [212]. - Nasdaq listing requires maintaining a minimum market capitalization of $50 million and at least 400 public holders [212].

Financial Performance - As of September 30, 2023, the company reported a net income of $1,769,706 for the three months ended, compared to a net loss of $10,508 for the same period in 2022 [114]. - For the nine months ended September 30, 2023, the company had a net income of $4,349,477, up from a net loss of $46,755 for the same period in 2022 [115]. - The company incurred net cash used in operating activities of $665,095 for the nine months ended September 30, 2023 [119]. Initial Public Offering - The company completed its Initial Public Offering on January 18, 2023, raising gross proceeds of $143.75 million from the sale of 14,375,000 units at $10.00 per unit [106]. - The underwriters of the Initial Public Offering are entitled to a deferred discount of $5,406,250, payable only if a Business Combination is completed [126]. Cash and Securities - The company had $810,428 in cash and cash equivalents held outside of the Trust Account as of September 30, 2023 [116]. - Marketable securities held in the Trust Account amounted to $151,672,581 as of September 30, 2023, including approximately $4,989,434 in gains [121]. Business Development - A non-binding letter of intent was signed with Pomvom Ltd. on October 16, 2023, regarding a potential business combination [112]. - The company expects to incur significant costs related to identifying a target business and conducting due diligence prior to the initial business combination [123]. Debt Obligations - The company has no long-term debt or capital lease obligations as of September 30, 2023 [125].