IPO Details - The company completed its IPO on December 29, 2023, raising gross proceeds of $69,000,000 from the sale of 6,900,000 Units at $10.00 per Unit[132]. - The company incurred transaction expenses of $4,651,705 related to the IPO, including $586,500 in cash underwriting fees and $2,518,500 in deferred underwriting fees[133]. - The underwriters are entitled to a deferred underwriting discount of 3.65% of the gross proceeds of the IPO, amounting to $2,518,500, payable upon the closing of an initial business combination[152]. Financial Position - As of March 31, 2025, the company had $73,567,534 in cash held in the Trust Account, with $167,650 withdrawn for franchise taxes[145]. - As of March 31, 2025, the company had cash of $88 outside the Trust Account, intended for SEC compliance and due diligence on target businesses[146]. Income and Revenue - For the three months ended March 31, 2025, the company reported a net income of $83,760, with interest income of $752,929 from marketable securities[141]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[140]. Business Combination - A business combination agreement was entered into on September 29, 2024, with the potential issuance of between 40,988,000 and 47,888,000 shares of Common Stock to the seller[136]. - The company may need to raise additional funds to meet operating expenditures and complete a business combination[147]. - The company faces substantial doubt about its ability to continue as a going concern if a business combination is not completed by June 29, 2025[149].

IPO and Transaction Expenses - The company completed its IPO on December 29, 2023, raising gross proceeds of $69,000,000 from the sale of 6,900,000 Units at $10.00 per Unit, including an over-allotment option [105]. - The company incurred transaction expenses of $4,651,705 related to the IPO, which included $586,500 in cash underwriting fees and $2,518,500 in deferred underwriting fees [106]. Financial Performance - For the year ended December 31, 2024, the company reported a net income of $1,375,819, driven by interest income of $3,526,053 from marketable securities held in the Trust Account [115]. - As of December 31, 2024, the company had $72,752,485 in cash held in the Trust Account, with only $454 held outside the Trust Account [119][120]. - Cash used in operating activities for the year ended December 31, 2024, was $1,012,960, with changes in operating assets and liabilities providing $1,148,409 of cash [117]. Business Operations and Future Outlook - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination [113]. - The company entered into a business combination agreement on September 29, 2024, to acquire Zhong Guo Liang Tou Group Limited, potentially issuing between 40,988,000 and 47,888,000 shares of Common Stock [108]. - The company may need to raise additional funds to meet expenditures required for operating its business and completing a business combination [121]. - The company faces substantial doubt about its ability to continue as a going concern if it does not complete a business combination by March 29, 2025 [123]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2024 [124][125].

IPO and Financial Proceeds - The company completed its IPO on December 29, 2023, raising gross proceeds of $69 million from the sale of 6,900,000 Units at $10.00 per Unit[120]. - The company incurred transaction expenses of $4,651,705 related to the IPO, including $586,500 in cash underwriting fees and $2,518,500 in deferred underwriting fees[121]. Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $465,533, driven by interest income of $915,956 from marketable securities[127]. - For the nine months ended September 30, 2024, the company achieved a net income of $1,420,875, which included interest income of $2,705,637 and a gain on lawsuit settlements of $295,000[128]. - The company reported a net loss of $137,134 for the three months ended September 30, 2023, solely due to formation and operating costs[129]. Cash and Assets - As of September 30, 2024, the company held $71,697,384 in cash within its Trust Account, intended for completing a business combination[133]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2024[139]. Business Combination and Future Plans - The company has entered into a business combination agreement with Rosey Sea Holdings Limited, potentially issuing between 40,988,000 and 47,888,000 shares of Common Stock to the seller[124]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful completion of a business combination[123]. - Management has raised substantial doubt about the company's ability to continue as a going concern through December 29, 2024, if a business combination is not completed[137]. Internal Controls and Legal Matters - The evaluation of disclosure controls and procedures as of September 30, 2024, concluded that they were not effective at a reasonable assurance level[144]. - There were no changes in internal control over financial reporting during the fiscal quarter that materially affected internal control[145]. - No legal proceedings are currently ongoing against the company[147].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $481,927, consisting of interest earned on marketable securities of $931,428, offset by formation and operating costs of $238,406 and provision for income taxes of $178,042[85]. - For the six months ended June 30, 2024, the company had a net income of $955,342, which includes interest earned on marketable securities of $1,789,681 and a gain on lawsuit settlements of $295,000, offset by total operating costs of $718,264[85]. - Cash used in operating activities for the six months ended June 30, 2024, was $426,955, with net income affected by changes in fair value and unrealized losses on marketable securities[87]. Cash and Assets - As of June 30, 2024, the company had $70,753,290 in cash held in the trust account, which is intended to be used for completing a business combination[88]. - The company has no long-term debt or significant off-balance sheet financing arrangements as of June 30, 2024[93][94]. IPO and Offering Costs - The company completed its IPO on December 29, 2023, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[86]. - The company incurred total offering costs of $4,651,705 related to the IPO, including cash underwriting fees of $586,500 and deferred underwriting fees of $2,518,500[86]. Business Combination Plans - The company plans to complete a business combination before the mandatory liquidation date of December 29, 2024, but there is no assurance that this will occur[92]. - The company intends to use funds held outside the trust account for SEC compliance and due diligence on prospective target businesses[89]. - The company may need to raise additional funds to meet expenditures required for operating its business and completing a business combination[90].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $473,415, driven by interest earned on marketable securities of $858,253 and a gain on lawsuit settlements of $295,000[116]. - The company had a net loss of $104,532 for the three months ended March 31, 2023, primarily due to formation and operating costs[117]. - Cash used in operating activities for the three months ended March 31, 2024, was $374,077, with net income affected by changes in fair value of overallotment liability[121]. Cash and Funding - As of March 31, 2024, the company held $69,854,916 in cash within the trust account, intended for completing a business combination[123]. - The company raised gross proceeds of $69,000,000 from its IPO of 6,900,000 units at $10.00 per unit, along with an additional $2,457,000 from the sale of Private Placement Warrants[118]. - The underwriters are entitled to a deferred underwriting discount of 3.65% of the gross proceeds of the IPO, amounting to $2,518,500, payable upon the closing of an initial business combination[130]. - The company may need to raise additional funds to meet operating expenditures and complete a business combination, which could involve issuing additional securities or incurring debt[125]. Going Concern - The company has determined that there is substantial doubt about its ability to continue as a going concern through December 29, 2024, if a business combination does not occur[127]. Debt and Obligations - The company has no long-term debt or capital lease obligations as of March 31, 2024, and is party to an administrative services agreement with its sponsor[129]. Accounting Policies - The company has not identified any critical accounting policies that could materially affect its financial statements as of March 31, 2024[131].

Industry Overview - The global M&E industry reached $2.2 trillion in revenues in 2021 and is projected to grow to $2.6 trillion by 2025[19]. - The company aims to identify attractive targets within the M&E industry, focusing on content studios, film production, and gaming, among others[18]. Acquisition Strategy - The acquisition strategy includes targeting companies with high growth trajectories and strong earnings potential within the M&E industry[37]. - The management team plans to utilize their extensive networks to identify potential acquisition opportunities outside typical competitive deal sourcing[28]. - The company will conduct thorough due diligence on potential targets, including financial reviews and management interviews[38]. - The company intends to seek target businesses with a fair market value of at least 80% of the trust account balance at the time of the initial business combination[41]. - The company aims to identify targets that can benefit from its team's diversity and relationships in the media and entertainment (M&E) sector[41]. - The company is looking for businesses capitalizing on industry shifts, such as the transition from cable to streaming services and the rise of generative AI technologies[41]. - The company expects ongoing market turbulence, including the 2023 SAG-AFTRA strike and inflation, to create opportunities for acquiring companies at a discount[41]. Management and Team - The management team has a proven track record of successful acquisitions and value creation in the M&E sector, leveraging proprietary connections[21]. - The management team believes that diverse teams outperform non-diverse counterparts, enhancing attractiveness to potential M&E targets[26]. - The management team includes individuals with significant experience in media and entertainment, enhancing the company's ability to execute successful transactions[27]. Financial Overview - The company has available funds for an initial business combination amounting to $66,481,500 after deducting $2,518,500 in deferred underwriting fees and other offering costs[81]. - The company completed its IPO on December 29, 2023, selling 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000[104]. - A total of $69,578,955 was held in a Trust Account for the benefit of the company's public stockholders as of February 29, 2024[109]. - For the year ended December 31, 2023, the company reported a net loss of $308,792, with formation and operating costs of $309,018[116]. - Cash used in operating activities for the year ended December 31, 2023, was $83,200[120]. - The company incurred total offering costs of $4,651,705, including $586,500 in cash underwriting fees[119]. - As of December 31, 2023, the company had $69,000,000 in cash held in the trust account, intended for a business combination[122]. - The company has no long-term debt or capital lease obligations as of December 31, 2023[128]. Corporate Governance - The company has a diverse board with members having extensive experience in finance, operations, and corporate governance[147]. - The Board of Directors has four standing committees: executive, audit, compensation, and nominating and corporate governance[163]. - The audit committee is composed solely of independent directors and is responsible for reviewing annual audited financial statements and discussing significant financial reporting issues[166]. - The compensation committee evaluates the CEO's performance and determines remuneration based on established corporate goals[176]. - The company has a Code of Ethics applicable to directors, officers, and employees, which is filed as Exhibit 14 to the Annual Report[174]. - The audit committee includes members who qualify as "audit committee financial experts" under SEC regulations[168]. - The company has agreed not to consummate an initial business combination with an entity affiliated with any officers or directors without independent valuation opinions[182]. Stockholder Rights and Redemption - Public stockholders will have the option to convert their shares into their pro rata share of the trust account upon approval of the initial business combination[56]. - Initial stockholders and officers will not have redemption rights for shares owned by them in connection with the proposed business combination[57]. - If the initial business combination is not completed, public stockholders who elected to exercise their redemption rights will not be entitled to convert their shares for a pro rata share of the trust account[63]. - The initial per-share redemption price is expected to be $10.00, but this could be affected by claims from creditors[73]. - Public stockholders will only receive funds from the trust account if the company fails to complete a business combination within the required time period[74]. Operational Matters - The company has not yet selected a specific target for its initial business combination but expects to leverage existing relationships to identify candidates[40]. - The company has not engaged in any operations since the IPO and is solely focused on identifying suitable acquisition candidates[83]. - The company does not own any real estate and pays $12,000 per month for office space and related services provided by its sponsor[92]. - The company has three executive officers who are not obligated to devote specific hours to the company's affairs[88]. - The company has not encountered any significant cybersecurity risks since its IPO and has not adopted a formal cybersecurity risk management program[91]. Legal and Compliance - The company has settled a lawsuit with Omnia Global without admission of fault, and is determining the allocation of settlement proceeds[94]. - The company must adopt a plan to provide for payment of all existing and pending claims within ten years, but the likelihood of claims is limited due to its status as a blank check company[70][71]. - The company will not comply with certain Delaware General Corporation Law procedures, which may expose stockholders to potential liabilities[70][71]. - The company has agreed that initial stockholders, officers, and directors will not propose amendments that affect public stockholders' ability to convert or sell their shares in connection with a business combination[67]. Future Plans - The company plans to complete a business combination before the mandatory liquidation date of December 29, 2024[126]. - The company has a 12-month period from the closing of its IPO to complete an initial business combination, which can be extended up to 18 months with additional deposits of $229,770 for each three-month extension[64][65]. - The company plans to liquidate assets promptly after the 12-month anniversary (or up to 18 months if extended) and anticipates it will take no more than 10 business days to effectuate such distribution[72].