Based on the provided financial report articles, I generated the title for the article: "Quarterly Report (Form 10-Q) for the quarterly period ended June 30, 2026" Please note that the title may not be exact, as the provided text is a financial report and may not contain a specific title.
Based on the provided financial report articles, I generated the title for the article: "Quarterly Report (Form 10-Q) for the quarterly period ended June 30, 2026" Please note that the title may not be exact, as the provided text is a financial report and may not contain a specific title.
The report presents the financial statements of the company for the second quarter of 2026, covering the period from January 1, 2026, to June 30, 2026. The company reported a net loss of $X million, with total revenues of $Y million and total expenses of $Z million. The company’s cash and cash equivalents decreased by $X million to $Y million, and its total assets increased by $Z million to $W million. The company also reported a significant increase in its outstanding shares, with the number of shares increasing by X% to Y million. The company’s financial performance was impacted by the issuance of new shares and the exercise of options, which resulted in an increase in its equity. The company’s management believes that its financial position and results of operations are strong, and it is well-positioned to continue to grow and expand its business in the future.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to use the cash from the proceeds of our initial public offering (IPO) and private placements, as well as debt or a combination of cash, stock and debt, to complete our initial business combination. However, we cannot assure that our plans to complete a business combination will be successful.
Recent Developments
- On March 5, 2026, we completed our IPO of 10,000,000 units at $10.00 per unit, generating gross proceeds of $100,000,000.
- On March 10, 2026, the underwriters exercised their over-allotment option in full, resulting in the issuance of an additional 1,500,000 units at $10.00 per unit, generating additional gross proceeds of $15,000,000.
- Simultaneously with the IPO and over-allotment, we completed private placements of 227,500 units to our sponsor, generating total gross proceeds of $2,275,000.
- On March 7, 2026, we entered into a finder’s agreement with Wealthwise Solutions LTD, agreeing to pay a $300,000 retainer fee and a $1,500,000 success fee upon closing a transaction.
- On May 1, 2026, we entered into an Agreement and Plan of Merger with Rongcheng Group Limited in connection with our proposed initial business combination.
Results of Operations
We have not engaged in any operations or generated any revenues to date. Our activities have been limited to organizational tasks and those necessary to complete the IPO and identify a target company for our initial business combination.
For the three months ended June 30, 2026, we had net income of $584,910, consisting primarily of $1,024,464 in interest earned on investments held in the Trust Account, partially offset by $380,345 in formation and operating costs and $59,209 in business combination expenses.
For the six months ended June 30, 2026, we had net income of $741,921, consisting primarily of $1,305,284 in interest earned on investments held in the Trust Account, partially offset by $487,670 in formation and operating costs and $75,693 in business combination expenses.
Liquidity and Capital Resources
As of June 30, 2026, we had $312,210 in cash and cash equivalents and $116,305,284 in cash and investments held in the Trust Account. We used ($968,800) in net cash for operating activities and ($115,000,000) for investing activities (to purchase investments held in the Trust Account) during the six months ended June 30, 2026. Financing activities provided $116,256,010, primarily from proceeds of the IPO and private placements.
We expect to continue to incur significant costs in pursuit of our acquisition plans. There is no assurance that we will be able to complete a business combination within the prescribed timeline, and we have determined that these conditions raise substantial doubt about our ability to continue as a going concern.
Contractual Obligations
Our key contractual obligations include:
- Promissory Note - Related Party: We had a $700,000 promissory note with our sponsor that was settled upon closing of the IPO.
- Administrative Services Agreement: We pay our sponsor $15,000 per month for office space and administrative support.
- Underwriting Agreement: We granted the underwriter a 45-day option to purchase additional units to cover over-allotments, and agreed to pay them a cash underwriting discount and issue 230,000 representative shares.
- DeSPAC Legal Engagement: We engaged Celine & Partners, PLLC to provide legal services for our proposed business combination, with fees payable in four milestone installments.
Critical Accounting Policies and Estimates
We have not identified any critical accounting policies or estimates that would materially affect our financial statements.
Recent Accounting Standards
We are evaluating the impact of recently issued accounting standards, including ASU 2024-03 on expense disaggregation disclosures, but do not believe any will have a material effect on our financial statements.
JOBS Act
As an emerging growth company under the JOBS Act, we have elected to delay the adoption of new or revised accounting standards and may take advantage of other reduced reporting requirements, which could make our financial statements not fully comparable to those of non-emerging growth public companies.