Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Jun. 21, 2024 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-42046 | |
Entity Registrant Name | GP-Act III Acquisition Corp. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 300 Park Avenue, 2nd Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 430-4340 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001834526 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | ||
Document Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | GPATU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares, par value $0.0001 per share | ||
Document Information | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | GPAT | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares not subject to possible redemption | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class A ordinary shares subject to possible redemption | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 28,750,000 | |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Document Information | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | GPATW | |
Security Exchange Name | NASDAQ | |
Class B ordinary shares | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 7,187,500 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | ||
Current assets | ||||
Cash | $ 153,197 | $ 1,208 | ||
Prepaid expenses | 8,053 | 2,100 | ||
Total Current Assets | 161,250 | 3,308 | ||
Deferred offering costs | 1,109,507 | 526,930 | ||
Total Assets | 1,270,757 | 530,238 | ||
Current liabilities | ||||
Accrued offering costs | 466,090 | |||
Accrued expenses | 17,680 | |||
Promissory note-related parties | $ 828,182 | $ 628,182 | ||
Notes Payable, Current, Related Party [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | ||
Total Current Liabilities | $ 1,311,952 | $ 628,182 | ||
Deferred legal fee | 116,487 | 0 | ||
Total Liabilities | 1,428,439 | 628,182 | ||
Commitments and Contingencies | ||||
Shareholders' Deficit | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||||
Additional paid-in capital | 24,281 | 24,281 | ||
Accumulated deficit | (182,682) | (122,944) | ||
Total Shareholders' Deficit | (157,682) | (97,944) | [1] | |
Total Liabilities and Shareholders' Deficit | 1,270,757 | 530,238 | ||
Class A ordinary shares | ||||
Shareholders' Deficit | ||||
Ordinary shares | ||||
Class B ordinary shares | ||||
Shareholders' Deficit | ||||
Ordinary shares | [1] | $ 719 | $ 719 | |
[1] Includes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5). On February 1, 2021, the Company effected a share surrender pursuant to which 4,312,500 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. On December 17, 2021, the Company effected a share capitalization with respect to Class B ordinary shares of 2,395,834 shares, resulting in the GPIAC II, LLC (the “GP sponsor”), IDS III LLC (the “Act III sponsor” and prior to March 7, 2024, together with GP sponsor, the “Co-sponsors”) and the Company’s independent directors at the time holding an aggregate of 9,583,334 Class B ordinary shares. On December 29, 2023, the Company effected a share surrender pursuant to which 2,395,834 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Note 5). On May 13, 2024, as a result of the underwriter’s election to fully exercise its over-allotment option, the 937,500 shares are no longer subject to forfeiture. |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | May 13, 2024 | Mar. 13, 2024 | Mar. 07, 2024 | Dec. 29, 2023 | Dec. 17, 2021 | Feb. 17, 2021 | Feb. 01, 2021 | Mar. 31, 2024 | Mar. 06, 2024 | Dec. 31, 2023 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Preference shares, shares authorized | 1,000,000 | 1,000,000 | ||||||||
Preference shares, shares issued | 0 | 0 | ||||||||
Preference shares, shares outstanding | 0 | 0 | ||||||||
Over-allotment option | ||||||||||
Number of shares not subject to forfeiture | 937,500 | |||||||||
Class A ordinary shares | ||||||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | ||||||||
Ordinary shares, shares issued | 0 | 0 | ||||||||
Ordinary shares, shares outstanding | 0 | 0 | ||||||||
Class B ordinary shares | ||||||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | ||||||||
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | ||||||||
Ordinary shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 9,583,334 | 7,187,500 | |||||
Number of shares cancelled due to share surrender | 2,395,834 | 4,312,500 | ||||||||
Number of shares issued under share capitalization | 9,583,334 | 2,395,834 | 2,395,834 | 2,395,834 | ||||||
Class B ordinary shares | Over-allotment option | ||||||||||
Maximum number of shares subject to forfeiture | 937,500 | 937,500 | 937,500 | |||||||
Number of shares not subject to forfeiture | 937,500 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
CONDENSED STATEMENTS OF OPERATIONS | |||
General and administrative costs | $ 59,738 | $ 700 | |
Net Loss | $ (59,738) | $ (700) | |
Weighted average shares outstanding, basic | [1] | 6,250,000 | 6,250,000 |
Weighted average shares outstanding, diluted | [1] | 6,250,000 | 6,250,000 |
Basic net loss per share | $ (0.01) | $ 0 | |
Diluted net loss per share | $ (0.01) | $ 0 | |
[1] Excludes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5). On February 1, 2021, the Company effected a share surrender pursuant to which 4,312,500 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. On December 17, 2021, the Company effected a share capitalization with respect to Class B ordinary shares of 2,395,834 shares, resulting in the GPIAC II, LLC (the “GP sponsor”), IDS III LLC (the “Act III sponsor” and prior to March 7, 2024, together with GP sponsor, the “Co-sponsors”) and the Company’s independent directors at the time holding an aggregate of 9,583,334 Class B ordinary shares. On December 29, 2023, the Company effected a share surrender pursuant to which 2,395,834 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Note 5). On May 13, 2024, as a result of the underwriter’s election to fully exercise its over-allotment option, the 937,500 shares are no longer subject to forfeiture. |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares | May 13, 2024 | Mar. 13, 2024 | Mar. 07, 2024 | Dec. 29, 2023 | Dec. 17, 2021 | Feb. 17, 2021 | Feb. 01, 2021 | Mar. 31, 2024 | Mar. 06, 2024 | Dec. 31, 2023 |
Over-allotment option | ||||||||||
Number of shares not subject to forfeiture | 937,500 | |||||||||
Class B ordinary shares | ||||||||||
Number of shares cancelled due to share surrender | 2,395,834 | 4,312,500 | ||||||||
Ordinary shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 9,583,334 | 7,187,500 | |||||
Number of shares issued under share capitalization | 9,583,334 | 2,395,834 | 2,395,834 | 2,395,834 | ||||||
Class B ordinary shares | Over-allotment option | ||||||||||
Maximum number of shares subject to forfeiture | 937,500 | 937,500 | 937,500 | |||||||
Number of shares not subject to forfeiture | 937,500 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares Class B ordinary shares | Additional Paid-In Capital | Accumulated Deficit | Class B ordinary shares | Total | ||
Balance as of beginning at Dec. 31, 2022 | [1] | $ 719 | $ 24,281 | $ (108,903) | $ (83,903) | ||
Balance as of beginning (in shares) at Dec. 31, 2022 | [1] | 7,187,500 | |||||
Balance as of ending (in shares) at Mar. 31, 2023 | 7,187,500 | ||||||
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | |||||||
Net Income (Loss) | (700) | (700) | |||||
Balance as of ending at Mar. 31, 2023 | $ 719 | 24,281 | (109,603) | (84,603) | |||
Balance as of beginning at Dec. 31, 2023 | [1] | $ 719 | 24,281 | (122,944) | (97,944) | ||
Balance as of beginning (in shares) at Dec. 31, 2023 | 7,187,500 | [1] | 7,187,500 | ||||
Balance as of ending (in shares) at Mar. 31, 2024 | 7,187,500 | 7,187,500 | |||||
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | |||||||
Net Income (Loss) | (59,738) | (59,738) | |||||
Balance as of ending at Mar. 31, 2024 | $ 719 | $ 24,281 | $ (182,682) | $ (157,682) | |||
[1] Includes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5). On February 1, 2021, the Company effected a share surrender pursuant to which 4,312,500 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. On December 17, 2021, the Company effected a share capitalization with respect to Class B ordinary shares of 2,395,834 shares, resulting in the GPIAC II, LLC (the “GP sponsor”), IDS III LLC (the “Act III sponsor” and prior to March 7, 2024, together with GP sponsor, the “Co-sponsors”) and the Company’s independent directors at the time holding an aggregate of 9,583,334 Class B ordinary shares. On December 29, 2023, the Company effected a share surrender pursuant to which 2,395,834 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalizations (see Note 5). On May 13, 2024, as a result of the underwriter’s election to fully exercise its over-allotment option, the 937,500 shares are no longer subject to forfeiture. |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) - shares | May 13, 2024 | Mar. 13, 2024 | Mar. 07, 2024 | Dec. 29, 2023 | Dec. 17, 2021 | Feb. 17, 2021 | Feb. 01, 2021 | Mar. 31, 2024 | Mar. 06, 2024 | Dec. 31, 2023 |
Over-allotment option | ||||||||||
Number of shares not subject to forfeiture | 937,500 | |||||||||
Class B ordinary shares | ||||||||||
Number of shares cancelled due to share surrender | 2,395,834 | 4,312,500 | ||||||||
Ordinary shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 9,583,334 | 7,187,500 | |||||
Number of shares issued under share capitalization | 9,583,334 | 2,395,834 | 2,395,834 | 2,395,834 | ||||||
Class B ordinary shares | Over-allotment option | ||||||||||
Maximum number of shares subject to forfeiture | 937,500 | 937,500 | 937,500 | |||||||
Number of shares not subject to forfeiture | 937,500 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (59,738) | $ (700) |
Changes in operating assets and liabilities: | ||
Prepaids and other current assets | (5,953) | 500 |
Accrued expenses | 17,680 | |
Net cash used in operating activities | (48,011) | (200) |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note - related parties | 200,000 | |
Net cash provided by financing activities | 200,000 | |
Net Change in Cash | 151,989 | (200) |
Cash-beginning of the period | 1,208 | 1,758 |
Cash-end of the period | 153,197 | $ 1,558 |
Non-cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 466,090 | |
Deferred legal fees | $ 116,487 |
ORGANIZATION AND PLAN OF BUSINE
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | |
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS GP-Act III Acquisition Corp. (formerly known as GP Investments Acquisition Corp. II) (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 23, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from November 23, 2020 (inception) through March 31, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on May 8, 2024. On May 13, 2024, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,000,000 private placement warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to GP-Act III Sponsor LLC (“Sponsor HoldCo”) and Cantor Fitzgerald & Co. (“Cantor”), see Note 4. Transaction costs amounted to $20,269,166 consisting of $5,000,000 of cash underwriting fee, $13,687,500 of deferred underwriting fee (see additional discussion in Note 6), and $1,581,666 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering, on May 13, 2024, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the trust account (“Trust Account”) and will be invested or held either (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. No later than 24 months after the closing of the Initial Public Offering, the amounts held in the Trust Account will be held as cash or cash items, including in demand deposit accounts. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares were recorded at redemption value and classified as temporary equity at the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, Sponsor HoldCo has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. Sponsor HoldCo has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination. The Company will have 24 months from the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Sponsor HoldCo has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if Sponsor HoldCo acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). Sponsor HoldCo has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Sponsor HoldCo will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that Sponsor HoldCo will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2024, the Company had $153,197 in cash and a working capital deficit of $1,150,702. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of March 31, 2024, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from Sponsor HoldCo, GP sponsor, Act III sponsor or Boxcar Partners III, LLC (or its affiliates) (“Boxcar sponsor” and following March 7, 2024 (including following the consummation of the Company’s offering), together with GP sponsor and Act III sponsor, as the “Co-sponsors”) (see Note 5) that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Initial Public Offering or a minimum of one year from the date of issuance of these financial statements. The Company cannot assure that its plans to raise capital or to consummate an Initial Business Combination will be successful. Risks and Uncertainties United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 8, 2024, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 13, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $153,197 and $1,208 in cash and no cash equivalents as of March 31, 2024 or December 31, 2023, respectively. Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit. Class A Redeemable Share Classification The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid (to the extent available) in capital and accumulated deficit. At March 31, 2024 and December 31, 2023, there were no Class A ordinary shares subject to possible redemption. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 937,500 ordinary shares that are subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5). At March 31, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Share-Based Compensation The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Monte Carlo simulation. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. Warrant Instruments The Company accounts for the Public and Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at its assigned value. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2024 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, which includes the full exercise by the underwriter of their over-allotment option in the amount of 3,750,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2024 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT On March 7, 2024, the Co-sponsors formed Sponsor HoldCo, through which the Co-sponsors (i) hold their respective founder shares (as defined below) and (ii) purchased Private Placement Warrants. The Co-Sponsor, GPIAC II, LLC, purchased, through Sponsor HoldCo, an aggregate of 237,500 Private Placement Warrants at a price of $1.00 per warrant ($237,500 in the aggregate) in a private placement that closed simultaneously with the closing of the Initial Public Offering. The Co-Sponsor, IDS III LLC, purchased, through Sponsor HoldCo, an aggregate of 118,750 Private Placement Warrants at a price of $1.00 per warrant ($118,750 in the aggregate) in a private placement that closed simultaneously with the Initial Public Offering. The Co-Sponsor, Boxcar Partners III, LLC, purchased, through Sponsor HoldCo, an aggregate of 118,750 private placement warrants at a price of $1.00 per warrant ($118,750 in the aggregate) in a private placement closed simultaneously with the closing of the Initial Public Offering. Cantor purchased an aggregate of 2,500,000 Private Placement warrants at a price of $1.00 per warrant ($2,500,000 in the aggregate) in a private placement that closed simultaneously with the closing of the Initial Public Offering. The non-managing HoldCo investors purchased, indirectly through the purchase of non-managing Sponsor HoldCo membership interests, 4,025,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On November 29, 2020, GP sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 11,500,000 Class B ordinary shares (the “Founder Shares”) issued to GP sponsor. On February 1, 2021, the Company effected a share surrender pursuant to which 4,312,500 Founder Shares were cancelled for no consideration, resulting in an aggregate of 7,187,500 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share surrender. On March 22, 2021, GP sponsor transferred 25,000 Founder Shares to each of the four independent directors then serving in such role (an aggregate of 100,000 founder shares) at their original purchase price, which shares were subsequently surrendered by these former directors on December 29, 2023 in connection with the resignation of those independent directors. On March 22, 2021, GP sponsor transferred 3,543,750 Founder Shares to Act III sponsor at their original purchase price. On December 17, 2021, the Company effected a share capitalization with respect to the Class B ordinary shares of 2,395,834 shares thereof, resulting in the Co-sponsors and the Company’s independent directors at the time holding an aggregate of 9,583,334 Founder Shares. On December 29, 2023, the Company effected a share surrender pursuant to which 2,395,834 Class B ordinary shares were canceled, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On May 13, 2024, as a result of the underwriter’s election to fully exercise its over-allotment option, the 937,500 shares are no longer subject to forfeiture. Sponsor HoldCo has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. On March 7, 2024, GP-Act III Sponsor LLC transferred 75,000 Founder Shares to three directors (25,000 founder shares per director) of the Company, at a price of $0.0034 per share. Each buyer paid $86.96 for an aggregate purchase price of $260.88 in consideration of the assignment of shares. If the director ceases to be a director of the Company for any reason before the consummation of the Business Combination, at the Sponsor’s election, it will either repurchase the shares at the purchase price or forfeited the share back to the Company for no consideration. The Founder Shares will automatically convert into shares of Class A Ordinary Shares at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s certificate of incorporation. The directors have agreed to the same terms as the initial stockholders whereby subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. The sale of the Founders Shares to the Company’s directors and director’s nominees by Sponsor HoldCo is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 75,000 shares granted to the Company’s directors and director nominees was $130,500 or $1.74 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2024, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Promissory Notes — Related Parties On November 29, 2020 (as amended on December 30, 2021, December 29, 2023, and May 13, 2024), the Company issued an unsecured promissory note to GPIC, LLC, the managing member of GPIAC II, LLC (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $700,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) the second anniversary of the consummation of the Initial Public Offering or (i) the consummation of the Business Combination. As of March 31, 2024 and December 31, 2023, there was $628,182 outstanding under the Promissory Note. On May 13, 2024 and May 15, 2024, the Company repaid $378,182 and $50,000, respectively, towards this note. In addition, IDS III LLC, a co-sponsor, has agreed to loan the Company up to $400,000 under an unsecured promissory note, dated December 29, 2023 (as amended on May 13, 2024), to be used for a portion of the expenses of the Initial Public Offering. This loan is non-interest bearing, unsecured and is due at the earlier of (i) the second anniversary of the consummation of the Initial Public Offering or (i) the consummation of the Business Combination. As of March 31, 2024 and December 31, 2023, there were $100,000 and $0 outstanding under such promissory note, respectively. In addition, Boxcar Partners Two, LLC, an affiliate of a co-sponsor, has agreed to loan the Company up to $125,000 under an unsecured promissory note, dated February 15, 2024 (as amended on May 13, 2024) to be used for a portion of the expenses of the Initial Public Offering. This loan is non-interest bearing, unsecured and is due at the earlier of (i) the second anniversary of the consummation of the Initial Public Offering or (i) the consummation of the Business Combination. As of March 31, 2024 and December 31, 2023, there were $100,000 and $0 outstanding under such promissory note, respectively. Administrative Services Agreement The Company entered into an agreement, commencing on May 8, 2024 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of GPIAC II, LLC up to $5,000 per month for office space and administrative and support services. Related Party Loans In order to finance transaction costs in connection with a Business Combination, either of Sponsor HoldCo, the Co-sponsors, any of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans for each such person may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2024 and December 31, 2023, there were no Working Capital Loans outstanding. |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2024 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6 — COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement to be signed on May 8, 2024 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Warrant Agreement Amendments The warrant agreement provides that (a) the terms of the Public Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the Public Warrants and the warrant agreement set forth in the prospectus, or defective provision (ii) removing or reducing the Company’s ability to redeem the Public Warrants and, if applicable, a corresponding amendment to the Company’s ability to redeem the Private Placement Warrants or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Public Warrants under the warrant agreement in any material respect, (b) the terms of the warrants may be amended with the vote or written consent of at least 50% of the then outstanding Public Warrants and Private Placement Warrants, voting together as a single class, to allow for the warrants to be, or continue to be, as applicable, classified as equity in the Company’s financial statement and (c) all other modifications or amendments to the Company’s warrant agreement with respect to (i) the Public Warrants require the vote or written consent of holders of at least 50% of the then outstanding Public Warrants and (ii) the Private Placement Warrants require the vote or written consent of holders of at least 50% of the then outstanding private placement warrants (including the vote or written consent of Cantor). Accordingly, the Company may amend the terms of the Public Warrants in a manner adverse to a holder of Public Warrants if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although the Company’s ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise of a warrant. Underwriting Agreement The underwriter had a 45-day option from the date of the Initial Public Offering to purchase up to 3,750,000 additional Units to cover the over-allotment. On May 13, 2024, simultaneously with the closing of the Initial Public Offering, the underwriter elected to fully exercise the over-allotment option to purchase the additional 3,750,000 Units at a price of $10.00 per Unit. The underwriter was entitled to a cash underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate, and was paid at the closing of the Initial Public Offering. In addition, the underwriter is entitled to a deferred fee of (i) $0.45 per Unit sold in the base offering of the Initial Public Offering, or $11,250,000 in the aggregate, and (ii) $0.65 per Unit sold pursuant to the underwriter’s over-allotment option, or up to an additional $2,437,500 in the aggregate ($13,687,500 in total). The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Deferred Legal Fees As of March 31, 2024 and December 31, 2023, the Company had a total of $116,487 and $0, respectively, of deferred legal fees to be paid to the Company’s legal advisors upon consummation of the Business Combination, which is included in the accompanying balance sheets as of March 31, 2024 and December 31, 2023. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2024 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 7 — SHAREHOLDERS’ DEFICIT Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — Only holders of Class B ordinary shares have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. Warrants — 30 days The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Public Warrants ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, unless the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the warrants for redemption as described in this paragraph, its management will have the option to require any holder that wishes to exercise his, her or its warrant following the notice of redemption to do so on a cashless basis. In the case of such a cashless exercise, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the public warrants. If its management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case. The Company has established the $18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the public warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price as well as the $11.50 Public Warrant exercise price after the redemption notice is issued. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its Initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any such issuance to either of Sponsor HoldCo or its affiliates, without taking into account any Founder Shares held by Sponsor HoldCo or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of its Initial Business Combination on the date of the completion of its Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the public warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable. At March 31, 2024 and December 31, 2023, there were no outstanding Public and Private Placement Warrants. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to June 21, 2024, the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than as noted below. As disclosed within the notes, the registration statement for the Company’s Initial Public Offering was declared effective on May 8, 2024. On May 13, 2024, the Company consummated the Initial Public Offering of 28,750,000 Units, which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000, at $10.00 per Unit, generating gross proceeds of $287,500,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to Sponsor HoldCo and Cantor, generating gross proceeds of $7,000,000. On May 13, 2024, as a result of the underwriter’s election to fully exercise its over-allotment option, the 937,500 shares are no longer subject to forfeiture. On May 13, 2024 and May 15, 2024, the Company repaid $378,182 and $50,000, respectively, towards the Promissory Note with GPIC, LLC. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 8, 2024, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 13, 2024. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $153,197 and $1,208 in cash and no cash equivalents as of March 31, 2024 or December 31, 2023, respectively. |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit. |
Class A Redeemable Share Classification | Class A Redeemable Share Classification The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid (to the extent available) in capital and accumulated deficit. At March 31, 2024 and December 31, 2023, there were no Class A ordinary shares subject to possible redemption. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 937,500 ordinary shares that are subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5). At March 31, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Share-Based Compensation | Share-Based Compensation The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Monte Carlo simulation. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. |
Warrant Instruments | Warrant Instruments The Company accounts for the Public and Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at its assigned value. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
ORGANIZATION AND PLAN OF BUSI_2
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (Details) - USD ($) | 3 Months Ended | ||
May 13, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | |||
Purchase price per unit | $ 10 | ||
Transaction costs | $ 20,269,166 | ||
Cash underwriting fee | 5,000,000 | ||
Deferred underwriting fees | 13,687,500 | ||
Other offering costs | $ 1,581,666 | ||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80% | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50% | ||
Threshold percentage of public shares subject to redemption without the company's prior written consent | 15% | ||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | ||
Threshold period to consummate initial Business Combination | 24 months | ||
Threshold business days for redemption of public shares | 10 days | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||
Cash | 153,197 | $ 1,208 | |
Working capital deficit | $ 1,150,702 | ||
Subsequent event | |||
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | |||
Amount placed in Trust Account | $ 287,500,000 | ||
Amount in Trust Account per unit | $ 10 | ||
Initial Public Offering | Subsequent event | |||
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | |||
Number of units issued | 28,750,000 | ||
Purchase price per unit | $ 10 | ||
Proceeds from issuance of initial public offering | $ 287,500,000 | ||
Over-allotment option | |||
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | |||
Number of units issued | 3,750,000 | 3,750,000 | |
Purchase price per unit | $ 10 | ||
Over-allotment option | Subsequent event | |||
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | |||
Number of units issued | 3,750,000 | ||
Private placement | Private Placement Warrants | Subsequent event | |||
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS | |||
Number of warrants issued | 7,000,000 | ||
Sale price per warrant | $ 1 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash | $ 153,197 | $ 1,208 |
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Redeemable Share Classification (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Class A ordinary shares subject to possible redemption | 0 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Amount accrued for interest and penalties | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Share (Details) - shares | May 13, 2024 | Mar. 13, 2024 | Dec. 29, 2023 |
Class B ordinary shares | Over-allotment option | |||
Net Loss Per Share | |||
Maximum number of shares subject to forfeiture | 937,500 | 937,500 | 937,500 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | 3 Months Ended | |
May 13, 2024 | Mar. 31, 2024 | |
INITIAL PUBLIC OFFERING | ||
Issue price per share or unit | $ 10 | |
Initial Public Offering | Subsequent event | ||
INITIAL PUBLIC OFFERING | ||
Number of units issued | 28,750,000 | |
Issue price per share or unit | $ 10 | |
Initial Public Offering | Public Warrants | Subsequent event | ||
INITIAL PUBLIC OFFERING | ||
Number of units issued | 28,750,000 | |
Issue price per share or unit | $ 10 | |
Number of shares in a Unit | one | |
Number of warrants in a Unit | 1 | |
Number of shares to purchase per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
Over-allotment option | ||
INITIAL PUBLIC OFFERING | ||
Number of units issued | 3,750,000 | 3,750,000 |
Issue price per share or unit | $ 10 | |
Over-allotment option | Subsequent event | ||
INITIAL PUBLIC OFFERING | ||
Number of units issued | 3,750,000 | |
Over-allotment option | Public Warrants | Subsequent event | ||
INITIAL PUBLIC OFFERING | ||
Number of units issued | 3,750,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Private Placement Warrants - Subsequent Events | May 13, 2024 USD ($) $ / shares shares |
PRIVATE PLACEMENT | |
Gross proceeds from sale of warrants | $ | $ 7,000,000 |
Private placement | |
PRIVATE PLACEMENT | |
Number of warrants sold | shares | 7,000,000 |
Exercise price of warrant | $ / shares | $ 11.50 |
Private placement | GPIAC II, LLC | |
PRIVATE PLACEMENT | |
Number of warrants sold | shares | 237,500 |
Sale price per warrant | $ / shares | $ 1 |
Gross proceeds from sale of warrants | $ | $ 237,500 |
Private placement | IDS III LLC | |
PRIVATE PLACEMENT | |
Number of warrants sold | shares | 118,750 |
Sale price per warrant | $ / shares | $ 1 |
Gross proceeds from sale of warrants | $ | $ 118,750 |
Private placement | Boxcar Partners III | |
PRIVATE PLACEMENT | |
Number of warrants sold | shares | 118,750 |
Sale price per warrant | $ / shares | $ 1 |
Gross proceeds from sale of warrants | $ | $ 118,750 |
Private placement | Cantor | |
PRIVATE PLACEMENT | |
Number of warrants sold | shares | 2,500,000 |
Sale price per warrant | $ / shares | $ 1 |
Gross proceeds from sale of warrants | $ | $ 2,500,000 |
Private placement | Non-managing HoldCo investors | |
PRIVATE PLACEMENT | |
Number of shares to purchase per warrant | shares | 4,025,000 |
Exercise price of warrant | $ / shares | $ 1 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 3 Months Ended | |||||||||||
May 13, 2024 shares | Mar. 13, 2024 shares | Mar. 07, 2024 USD ($) D director $ / shares shares | Dec. 29, 2023 shares | Dec. 17, 2021 shares | Mar. 22, 2021 director shares | Feb. 17, 2021 shares | Feb. 01, 2021 shares | Nov. 29, 2020 USD ($) shares | Mar. 31, 2024 USD ($) D $ / shares shares | Mar. 06, 2024 shares | Dec. 31, 2023 shares | |
Over-allotment option | ||||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||||
Number of shares not subject to forfeiture | 937,500 | |||||||||||
Class B ordinary shares | ||||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||||
Number of shares issued under share capitalization | 9,583,334 | 2,395,834 | 2,395,834 | 2,395,834 | ||||||||
Number of shares cancelled due to share surrender | 2,395,834 | 4,312,500 | ||||||||||
Ordinary shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 9,583,334 | 7,187,500 | |||||||
Class B ordinary shares | Over-allotment option | ||||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||||
Maximum number of shares subject to forfeiture | 937,500 | 937,500 | 937,500 | |||||||||
Number of shares not subject to forfeiture | 937,500 | |||||||||||
Founder Shares | ||||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||||
Share based compensation expense | $ | $ 0 | |||||||||||
Founder Shares | Class B ordinary shares | ||||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||||
Number of shares cancelled due to share surrender | 2,395,834 | |||||||||||
Ordinary shares, shares outstanding | 9,583,334 | |||||||||||
Founder Shares | Class B ordinary shares | Over-allotment option | Subsequent Events | ||||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||||
Number of shares not subject to forfeiture | 937,500 | |||||||||||
Sponsor | Founder Shares | ||||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||||
Amount paid | $ | $ 25,000 | |||||||||||
Number of independent directors to whom shares transferred | director | 4 | |||||||||||
Aggregate number of shares transferred | 75,000 | |||||||||||
Conversion ratio | 1 | |||||||||||
Stock price trigger to transfer, assign or sell any shares after the completion of the Business Combination (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||||||||
Threshold trading days for transfer, assign or sale of shares after the completion of the Business Combination | D | 20 | 20 | ||||||||||
Threshold consecutive trading days for transfer, assign or sale of shares after the completion of the business combination | D | 30 | 30 | ||||||||||
Threshold period after the Business Combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | ||||||||||
Number of shares transferred for each director | 25,000 | |||||||||||
Number of directors to whom shares transferred | director | 3 | |||||||||||
Share transferred share per price | $ / shares | $ 0.0034 | |||||||||||
Share transfer consideration from each director | $ | $ 86.96 | |||||||||||
Share transfer consideration | $ | $ 260.88 | |||||||||||
Number of shares granted | 75,000 | |||||||||||
Fair value of shares granted | $ | $ 130,500 | |||||||||||
Fair value per share | $ / shares | $ 1.74 | |||||||||||
Sponsor | Founder Shares | Class B ordinary shares | ||||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||||
Number of shares issued under share capitalization | 2,395,834 | 11,500,000 | ||||||||||
Number of shares cancelled due to share surrender | 4,312,500 | |||||||||||
Ordinary shares, shares outstanding | 7,187,500 | 7,187,500 | ||||||||||
Number of shares transferred for each independent director | 25,000 | |||||||||||
Aggregate number of shares transferred | 3,543,750 | |||||||||||
Percentage of issued and outstanding shares | 20% | |||||||||||
Sponsor | Founder Shares | Class B ordinary shares | Independent Directors | ||||||||||||
RELATED PARTY TRANSACTIONS | ||||||||||||
Aggregate number of shares transferred | 100,000 |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Promissory Notes (Details) - USD ($) | May 14, 2024 | May 13, 2024 | Mar. 31, 2024 | Feb. 15, 2024 | Dec. 31, 2023 | Dec. 29, 2023 | Nov. 29, 2020 |
RELATED PARTY TRANSACTIONS | |||||||
Promissory note-related parties | $ 828,182 | $ 628,182 | |||||
Promissory note with related party | Related party | GPIC, LLC | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Maximum loan | $ 700,000 | ||||||
Promissory note-related parties | 628,182 | 628,182 | |||||
Promissory note with related party | Related party | Subsequent Events | GPIC, LLC | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Repayment of debt | $ 50,000 | $ 378,182 | |||||
Promissory note with related party | Sponsor | IDS III LLC | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Maximum loan | $ 400,000 | ||||||
Promissory note-related parties | 100,000 | 0 | |||||
Promissory note with related party | Sponsor | Boxcar Partners Two, LLC | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Maximum loan | $ 125,000 | ||||||
Promissory note-related parties | $ 100,000 | $ 0 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Administrative Services Agreement (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Administrative Services Agreement | Sponsor | |
RELATED PARTY TRANSACTIONS | |
Amount per month for office space, administrative and support services | $ 5,000 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Loans (Details) - Working capital loans - Sponsor - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
RELATED PARTY TRANSACTIONS | ||
Maximum amount of loan convertible into warrants | $ 1,500,000 | |
Conversion price per warrant | $ 1 | |
Loans payable | $ 0 | $ 0 |
COMMITMENTS (Details)
COMMITMENTS (Details) - USD ($) | 3 Months Ended | ||
May 13, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies [Line items] | |||
Minimum percentage of vote or written consent of then outstanding warrants required for warrant agreement amendments | 50% | ||
Issue price per share or unit | $ 10 | ||
Deferred fee payable | $ 13,687,500 | ||
Deferred legal fee | $ 116,487 | $ 0 | |
Initial Public Offering | |||
Commitments and Contingencies [Line items] | |||
Deferred fee per unit | $ 0.45 | ||
Deferred fee payable | $ 11,250,000 | ||
Over-allotment option | |||
Commitments and Contingencies [Line items] | |||
Underwriting option period | 45 days | ||
Number of units issued | 3,750,000 | 3,750,000 | |
Issue price per share or unit | $ 10 | ||
Cash underwriting discount per unit | $ 0.20 | ||
Payment of underwriter discount | $ 5,000,000 | ||
Deferred fee per unit | $ 0.65 | ||
Deferred fee payable | $ 2,437,500 | ||
Public Warrants | |||
Commitments and Contingencies [Line items] | |||
Minimum percentage of vote or written consent of then outstanding warrants required for warrant agreement amendments | 50% | ||
Private Placement Warrants | |||
Commitments and Contingencies [Line items] | |||
Minimum percentage of vote or written consent of then outstanding warrants required for warrant agreement amendments | 50% |
SHAREHOLDERS' DEFICIT - Prefere
SHAREHOLDERS' DEFICIT - Preference Shares (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
SHAREHOLDERS' DEFICIT | ||
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' DEFICIT - Ordinar
SHAREHOLDERS' DEFICIT - Ordinary Shares (Details) | 3 Months Ended | |||||
May 13, 2024 shares | Mar. 31, 2024 Vote $ / shares shares | Mar. 06, 2024 shares | Dec. 31, 2023 $ / shares shares | Dec. 29, 2023 shares | Feb. 01, 2021 shares | |
Class of Stock [Line Items] | ||||||
Number of shares no longer subject to forfeiture | 937,500 | |||||
Class A ordinary shares | ||||||
Class of Stock [Line Items] | ||||||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, votes per share | Vote | 1 | |||||
Ordinary shares, shares issued | 0 | 0 | ||||
Ordinary shares, shares outstanding | 0 | 0 | ||||
Conversion ratio | 1 | |||||
Class B ordinary shares | ||||||
Class of Stock [Line Items] | ||||||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, votes per share | Vote | 1 | |||||
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | ||||
Ordinary shares, shares outstanding | 7,187,500 | 9,583,334 | 7,187,500 | 7,187,500 | 7,187,500 | |
Percentage of shares issued upon conversion equals to aggregate sum of ordinary shares issued and outstanding after the IPO and equity-linked securities issued or deemed issued in connection with business combination | 20% |
SHAREHOLDERS' DEFICIT - Warrant
SHAREHOLDERS' DEFICIT - Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Fractional shares issued | 0 | |
Public warrants exercisable term after the completion of a business combination | 30 days | |
Public warrants exercisable term after the completion of a IPO | 12 months | |
Public warrants expiration term | 5 years | |
Threshold period to file registration statement with sec covering the issuance of common stock | 15 days | |
Threshold period after closing of business combination to maintain the effectiveness of such registration statement | 60 days | |
Warrant redemption condition minimum share price | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Number of trading days ending on the trading day prior to the date on which the notice of redemption is sent for calculating volume weighted average price of ordinary shares | 10 days | |
Share price trigger used to measure dilution of warrant | $ 9.20 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60% | |
Number of trading days prior to the consummation of business combination for calculating volume weighted average price of ordinary shares | 20 days | |
Warrant exercise price adjustment multiple | 115% | |
Warrant redemption price adjustment multiple | 180% | |
Warrants outstanding | 0 | 0 |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 11.50 | |
Threshold period for warrants not to be transferable, assignable or salable after the completion of business combination | 30 days | |
Warrants outstanding | 0 | 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 3 Months Ended | ||
May 15, 2024 | May 13, 2024 | Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |||
Purchase price per unit | $ 10 | ||
Number of shares no longer subject to forfeiture | 937,500 | ||
Over-allotment option | |||
SUBSEQUENT EVENTS | |||
Number of units issued | 3,750,000 | 3,750,000 | |
Purchase price per unit | $ 10 | ||
Subsequent Events | |||
SUBSEQUENT EVENTS | |||
Repayment of promissory note | $ 50,000 | $ 378,182 | |
Subsequent Events | Private Placement Warrants | |||
SUBSEQUENT EVENTS | |||
Number of warrants issued | 7,000,000 | ||
Purchase price, per warrant | $ 1 | ||
Gross proceeds | $ 7,000,000 | ||
Subsequent Events | Initial Public Offering | |||
SUBSEQUENT EVENTS | |||
Number of units issued | 28,750,000 | ||
Purchase price per unit | $ 10 | ||
Proceeds from issuance of initial public offering | $ 287,500,000 | ||
Subsequent Events | Over-allotment option | |||
SUBSEQUENT EVENTS | |||
Number of units issued | 3,750,000 | ||
Value of units issued | $ 3,750,000 | ||
Number of shares no longer subject to forfeiture | 937,500 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (59,738) | $ (700) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |