Overview

We are a blank check company incorporated in 2021 with the purpose of merging with or acquiring a target business. To date, our efforts have been focused on organizational activities and searching for a suitable business combination target. We have not generated any revenue yet and do not expect to do so until we complete our initial business combination.

Financial Performance

For the three months ended June 30, 2026, we reported a net loss of $1,650,889, which consisted of $1,697,094 in operating expenses and $179,940 in administration-related party expenses, offset by $226,144 in interest earned on investments held in the trust account and $1 in other interest income.

In comparison, for the three months ended June 30, 2025, we had net income of $362,583, which included $478,217 in operating expenses and $285,650 in administration-related party expenses, offset by $1,126,449 in interest earned on the trust account investments and $1 in other interest income.

For the six months ended June 30, 2026, we had a net loss of $1,745,084, made up of $1,853,113 in operating expenses, $339,880 in administration-related party expenses, $447,907 in interest earned on the trust account, and $2 in other interest income.

In comparison, for the six months ended June 30, 2025, we had net income of $904,912, which included $785,932 in operating expenses, $555,300 in administration-related party expenses, $2,246,142 in interest earned on the trust account, and $2 in other interest income.

Liquidity and Capital Resources

As of June 30, 2026, we had $401,642 in our operating bank account, $25,813,648 in the trust account, and a working capital deficit of $6,048,479.

To finance our operations and potential business combination, we have obtained working capital loans from our sponsor, SLG SPAC Fund LLC. On January 28, 2025, we issued a $1,900,000 convertible promissory note to the sponsor, of which $1,900,000 was outstanding as of June 30, 2026. On June 25, 2025, we also issued a $2,500,000 non-convertible promissory note to the sponsor, of which $2,500,000 was outstanding as of June 30, 2026.

Management has expressed substantial doubt about our ability to continue as a going concern, as we may not be able to obtain the necessary approvals or raise the additional capital needed to fund operations and complete a business combination before the September 29, 2026 deadline.

Strengths and Weaknesses

A key strength is the $25.8 million held in our trust account, which provides a significant amount of capital to deploy towards a business combination. However, our reliance on working capital loans from the sponsor and lack of operating revenue are weaknesses that raise concerns about our long-term viability.

Outlook

Our ability to complete a successful business combination by the September 2026 deadline is uncertain. If we are unable to do so, we will be required to liquidate. Obtaining the necessary approvals and financing to execute a transaction before the deadline is the primary challenge we face going forward.