Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 08, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | SCREAMING EAGLE ACQUISITION CORP. | |
Entity Central Index Key | 0001893325 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Title of 12(b) Security | Class A Ordinary Shares, $0.0001 par value | |
Trading Symbol | SCRM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Tax Identification Number | 00-0000000 | |
Entity File Number | 001-41203 | |
Entity Address, Address Line One | 955 Fifth Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10075 | |
City Area Code | 310 | |
Local Phone Number | 209-7280 | |
Entity Incorporation, State or Country Code | E9 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant | |
Trading Symbol | SCRMU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | |
Trading Symbol | SCRMW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,175,223 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,750,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | |
Current assets: | |||
Cash | $ 437,163 | $ 999,152 | |
Prepaid expenses | 78,082 | 158,142 | |
Total current assets | 515,245 | 1,157,294 | |
Cash/investments held in Trust Account | 804,228,813 | 794,750,266 | |
Total assets | 804,744,058 | 795,907,560 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 6,458,295 | 3,695,499 | |
PIPE with reduction right liability | [1] | 19,399,127 | 18,253,010 |
Total current liabilities | 25,857,422 | 21,948,509 | |
Warrant liability | 234,667 | 469,333 | |
Deferred underwriting compensation | 8,925,000 | 26,250,000 | |
Total liabilities | 35,017,089 | 48,667,842 | |
Commitments and contingencies | |||
Class A ordinary shares subject to possible redemption; 75,000,000 and 75,000,000 shares at $10.72 and $10.60 redemption value at March 31, 2024 and December 31, 2023, respectively | 804,128,813 | 794,650,266 | |
Shareholders' deficit: | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 | |
Additional paid-in capital | 0 | 0 | |
Accumulated deficit | (34,403,719) | (47,412,423) | |
Total shareholders' deficit | (34,401,844) | (47,410,548) | |
Total liabilities and shareholders' deficit | 804,744,058 | 795,907,560 | |
Common Class A [Member] | |||
Shareholders' deficit: | |||
Common Stock | 0 | 0 | |
Common Class B [Member] | |||
Shareholders' deficit: | |||
Common Stock | $ 1,875 | $ 1,875 | |
[1]Equity linked contract that is classified as a liability given potential for variable share settlement at close of the Business Combination. PIPE reflects common equity in the pro forma, combined company post-close of the Business Combination with StudioCo (Note 10). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 09, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Feb. 19, 2022 | Nov. 05, 2021 |
Temporary Equity, Shares Outstanding | 75,000,000 | 75,000,000 | ||||
Temporary Equity, Redemption Price Per Share | $ 10.74 | $ 10.72 | $ 10.6 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||
Preferred Stock, Shares Issued | 0 | 0 | ||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||
Common Class A [Member] | ||||||
Temporary Equity, Shares Outstanding | 75,000,000 | 75,000,000 | ||||
Temporary Equity, Redemption Price Per Share | $ 10.72 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | ||||
Common Stock, Shares, Issued | 0 | 0 | ||||
Common Stock, Shares, Outstanding | 0 | 0 | 75,000,000 | |||
Common Class B [Member] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares Authorized | 80,000,000 | 80,000,000 | ||||
Common Stock, Shares, Issued | 18,750,000 | 18,750,000 | 17,250,000 | |||
Common Stock, Shares, Outstanding | 18,750,000 | 18,750,000 | 18,750,000 | 17,250,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
General and administrative | $ 3,404,845 | $ 540,513 |
Loss from operations | (3,404,845) | (540,513) |
Other income (expense): | ||
Interest from investments held in Trust Account | 9,478,547 | 8,079,826 |
Change in fair value of warrant liability | 234,666 | 469,333 |
Change in fair value of PIPE with reduction right liability | (1,146,117) | 0 |
Net income | 5,162,251 | 8,008,646 |
Common Class A [Member] | ||
Other income (expense): | ||
Net income | $ 4,129,801 | $ 6,406,917 |
Weighted average number of ordinary shares | 75,000,000 | 75,000,000 |
Basic net income per ordinary share | $ 0.06 | $ 0.09 |
Diluted net income per ordinary share | $ 0.06 | $ 0.09 |
Common Class B [Member] | ||
Other income (expense): | ||
Net income | $ 1,032,450 | $ 1,601,729 |
Weighted average number of ordinary shares | 18,750,000 | 18,750,000 |
Basic net income per ordinary share | $ 0.06 | $ 0.09 |
Diluted net income per ordinary share | $ 0.06 | $ 0.09 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] | Common Class A [Member] Ordinary Shares [Member] | Common Class B [Member] | Common Class B [Member] Ordinary Shares [Member] |
Beginning balance, Shares at Dec. 31, 2022 | 0 | 18,750,000 | |||||
Beginning balance, Amount at Dec. 31, 2022 | $ (26,323,857) | $ 0 | $ (26,325,732) | $ 0 | $ 1,875 | ||
Accretion of Class A ordinary shares subject to possible redemption | (8,079,826) | 0 | (8,079,826) | ||||
Net income | 8,008,646 | 8,008,646 | $ 6,406,917 | $ 1,601,729 | |||
Ending balance, Shares at Mar. 31, 2023 | 0 | 18,750,000 | |||||
Ending balance, Amount at Mar. 31, 2023 | (26,395,037) | 0 | (26,396,912) | $ 0 | $ 1,875 | ||
Beginning balance, Shares at Dec. 31, 2023 | 0 | 18,750,000 | |||||
Beginning balance, Amount at Dec. 31, 2023 | (47,410,548) | 0 | (47,412,423) | $ 0 | $ 1,875 | ||
Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption | 17,325,000 | 17,325,000 | |||||
Accretion of Class A ordinary shares subject to possible redemption | (9,478,547) | (9,478,547) | |||||
Net income | 5,162,251 | 5,162,251 | $ 4,129,801 | $ 1,032,450 | |||
Ending balance, Shares at Mar. 31, 2024 | 0 | 18,750,000 | |||||
Ending balance, Amount at Mar. 31, 2024 | $ (34,401,844) | $ 0 | $ (34,403,719) | $ 0 | $ 1,875 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 5,162,251 | $ 8,008,646 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest income from investments held in Trust Account | (9,478,547) | (8,079,826) |
Change in fair value of warrant liability | (234,666) | (469,333) |
Change in fair value of PIPE with reduction right liability | 1,146,117 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 80,060 | 82,583 |
Accounts payable and accrued expenses | 2,762,796 | 162,754 |
Net cash used in operating activities | (561,989) | (295,176) |
Cash flows from investing activities: | ||
Cash withdrawn from Trust Account for working capital | 0 | 250,000 |
Net cash provided by investing activities | 0 | 250,000 |
Net change in cash | (561,989) | (45,176) |
Cash at beginning of period | 999,152 | 117,696 |
Cash at end of period | 437,163 | 72,520 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Waiver of portion of deferred underwriting fee payable for no consideration | $ 17,325,000 | $ 0 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | NOTE 1-ORGANIZATION Screaming Eagle Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 3, 2021. The Company was formed 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”). Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intends to capitalize on the ability of its management team to identify and combine with a business or businesses that can benefit from its management team’s established global relationships and operating experience. The Company is an early stage company , As of March 31, 2024, the Company had not commenced any operations. All activity for the period from November 3, 2021 (inception) through March 31, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below and activities related to pursuing merger opportunities. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 5, 2022. On January 10, 2022, the Company consummated its Initial Public Offering of 75,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares” or “Public Shares”), and one-third Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 11,733,333 warrants (the “private placement warrants”) at a price of $1.50 per private placement warrant to the Eagle Equity Partners V, LLC (the “Sponsor”), generating gross proceeds of $17,600,000 (the “Private Placement”), which is described in Note 4. Transaction costs amounted to $42,130,216, consisting of $15,000,000 of underwriting fees, $26,250,000 of deferred underwriting fees and $880,216 of other offering costs. Following the closing of the Initial Public Offering and the Private Placement, $750,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and certain proceeds from the sale of the private placement warrants was placed in a trust account (the “Trust Account”). The proceeds held in the Trust Account were invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 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 one or more Business Combinations with having an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial 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. There is no assurance that the Company will be able to successfully effect a Business Combination. 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) without a shareholder vote 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 (which, as of March 31, 2024, was approximately $10.72 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 fund its working capital requirements (subject to an aggregate limit of $3,000,000) and 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 will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval, the Company will complete a Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the Company’s ordinary shares which are represented in person or by proxy and are voted 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 Articles (as defined below), 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, the Sponsor 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 Articles provide 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 20% of the Public Shares without the Company’s prior written consent. The Sponsor and the Company’s officers and directors have 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 Articles (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 Completion Window (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Under the Articles, the Company has until June 15, 2024, to close its initial Business Combination (the “Completion Window”). If the Company is unable to complete a Business Combination within the Completion Window, 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 The Sponsor and the Company’s officers and directors have agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Completion Window. However, if the Sponsor 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 Completion Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Completion Window 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). The Sponsor 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 entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust assets, less taxes payable. This liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters 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, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor 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 registered public accounting firm), 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. Subsidiaries In connection with the Lionsgate Business Combination (as defined below) with Lions Gate Entertainment Corp., a British Columbia company (“Lions Gate Parent”), the Company formed SEAC II Corp. (“New SEAC”), a Cayman Islands exempted company and 1455941 B.C. Unlimited Liability Company (“New BC Sub”), a British Columbia unlimited liability company, both of which are direct, wholly , Business Combination with LG Orion Holdings ULC On December 22, 2023, the Company, New SEAC, Lions Gate Parent, LG Sirius Holdings ULC, a British Columbia unlimited liability company and a wholly Business Corporations Act Extension On April 9, 2024, the Company held an extraordinary general meeting of its shareholders (the “Extension Meeting”), at which the Company received approval to amend its Amended and Restated Memorandum and Articles of Association (as amended, the “Articles”) to, among other things, extend the date by which the Company must consummate a Business Combination from April 10, 2024 to June 15, 2024. In connection with the Extension Meeting, holders of 57,824,777 Public Shares properly exercised their right to redeem such shares for cash at a redemption price of approximately $10.74 per share, representing an aggregate of approximately $620.8 million. After the satisfaction of such redemptions, the balance in the Trust Account was approximately $184.4 million. Liquidity and G C As of March 31, 2024, the Company had an unrestricted cash balance of $437,163, cash held in the Trust Account of $804,228,813 and a working capital have been which was , of the total current liabilities is related to the with reduction right liability (as defined below), which is a non-cash The Company is a Special Purpose Acquisition Corporation with a Completion Window of June 15, 2024. Although the Company plans to complete the transaction before the Completion Window, there can be no assurance that the Company will be able to consummate a business combination by June 15, 2024. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 15, 2024. Management plans to consummate a Business Combination prior to June 15, 2024 ; |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2-SUMMARY Basis of P The accompanying unaudited consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or any future periods. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of E The preparation of unaudited consolidated financial statements 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 unaudited consolidated financial statements and the reported amounts of expenses during the reporting period. 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 statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and PIPE with reduction right liability. Such estimates may be subject to change as more current information becomes available and the actual results could differ significantly from those estimates. Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2024. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts. Investments Held in Trust Account The Company’s portfolio of investments was comprised solely of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof until January 2024, when the trustee liquidated such investments and moved the proceeds to an interest-bearing demand deposit account. The Company classifies its U.S. Treasury and equivalent securities as held Held-to-maturity Held-to-maturity Offering C Offering costs consisted of underwriting, legal, accounting and other expenses incurred directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liability were charged to operations. Offering costs allocated to Class A Ordinary Shares were initially charged to temporary equity and then accreted to ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounted to $42,130,216, of which $42,110,034 was charged to temporary equity upon the completion of the Initial Public Offering and $20,182 was expensed to the unaudited consolidated statements of operations. Class A Ordinary Shares S P R The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity (def icit) The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in As of March 31, 2024 and December 31, 2023, the Class A Ordinary Shares reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 750,000,000 Less: Fair value of Public Warrants at issuance (36,750,000 ) Class A Ordinary Share issuance costs (42,110,034 ) Plus: Accretion of carrying value to redemption value 123,510,300 Class A Ordinary Shares subject to possible redemption, December 31, 2023 794,650,266 Plus: Waiver of offering costs allocated to Class A Ordinary Share subject to possible redemption 17,325,000 Less: Accretion of carrying value to redemption value (7,846,453 ) Class A Ordinary Shares subject to possible redemption, March 31, 2024 $ 804,128,813 Derivative F I The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the unaudited consolidated statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. The Company accounts for the private placement warrants as liabilities at fair value on the consolidated balance sheets. The private placement warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the consolidated paid-in The Company accounts for the Subscription Agreements (as defined below) as a liability at fair value on the consolidated balance sheets (the “PIPE with reduction right liability”). The Subscription Agreements are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the closing of the transactions contemplated by the Subscription Agreements or expiration of the Subscription Agreements. At that time, the PIPE with reduction right liability will be reclassified to additional paid-in Income T The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”), which 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 no has bee n There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Fair V F I The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability (see Note 11). Warrant L The Company accounts for the private placement warrants as liabilities at fair value on the consolidated balance sheets. The private placement warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the private placement warrants. At that time, the portion of the warrant liability related to the private placement warrants will be reclassified to additional paid-in Net Income Per Ordinary Share s The Company has two classes of shares, Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of shares. The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A Ordinary Share s The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 36,733,333 Class A Ordinary Share s F or the three months ended s s s The following table reflects the calculation of basic and diluted net income per ordinary share s For the Three Months Ended r For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share s Numerator: Allocation of net income $ 4,129,801 $ 1,032,450 $ 6,406,917 $ 1,601,729 Denominator: Basic and diluted weighted average shares outstanding 75,000,000 18,750,000 75,000,000 18,750,000 Basic and diluted net income per ordinary share s $ 0.06 $ 0.06 $ 0.09 $ 0.09 Fair V F I Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Recently I A S Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2024 | |
Initial Public Offer [Abstract] | |
Initial Public Offering | NOTE 3-INITIAL The Company consummated the Initial Public Offering of 75,000,000 units at $10.00 per unit. Each unit consisted of one Class A Ordinary Share and one-third |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2024 | |
Private Placement [Abstract] | |
Private Placement | NOTE 4-PRIVATE The Sponsor purchased an aggregate of 11,733,333 private placement warrants at a price of $1.50 per private placement warrant, for an aggregate purchase price of $17,600,000, from the Company in a private placement that closed simultaneously with the closing of the Initial Public Offering. Each private placement warrant entitles the holder to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment (see Note 9). A portion of 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 (see Note 6). If the Company does not complete a Business Combination within the Completion Window, 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 [Abstract] | |
Related Party Transactions | NOTE 5-RELATED Founder Shares On November 5, 2021, the Sponsor paid an aggregate of $25,000 to cover certain offering and formation costs of the Company in consideration for 17,250,000 of the Company’s Class B Ordinary Shares (the “Founder Shares”). On December 13, 2021, the Company effected a share recapitalization with respect to the Class B Ordinary Shares whereby the Company issued one and one-quarter The Founder Shares included an aggregate of up to 2,812,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over- allotment is not exercised in full or in part, 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 February 19, 2022, 2,812,500 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option, resulting in the Company’s Sponsor holding 18,750,000 Founder Shares. The Sponsor 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 closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Promissory Note On November 5, 2021, the Company issued the promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Promissory Note”). The Promissory Note is non-interest Due to Sponsor As of December 31, 2021, the amount due to the Sponsor was $14,537. The amounts were unpaid reimbursements of offering costs paid by the Sponsor on behalf of the Company. On January 11, 2022, the amount outstanding due to the Sponsor was repaid in full. Administrative Services Agreement The Company entered into an agreement with the Sponsor and Global Eagle Acquisition LLC (“GEA”), an entity affiliated with the Sponsor and the members of the Company’s management team, pursuant to which, commencing on January 5, 2022, it agreed to pay GEA $15,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. During the three months ended March 31, 2024 and 2023, the Company incurred $15,000 and $45,000, respectively , are In addition, the Company has agreed that it will indemnify the Sponsor from any claims arising out of or relating to the Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest. 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. On May 7, 2024, the Company issued a promissory note to the Sponsor in connection with the Working Capital Loans with a principal amount of up to $2.0 million. See note 12 for additional information. There have been no borrowings under this arrangement to date. |
Trust Account
Trust Account | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Trust Account | NOTE 6-TRUST A total of $750,000,000, which includes $735,000,000 of the net proceeds from the Public Offering and $15,000,000 from the sale of the private placement warrants, has been placed in the Trust Account. As of March 31, 2024, investment securities in the Company’s Trust Account consisted of $804,228,813 in a demand deposit account. As of December 31, 2023, investment securities in the Company’s Trust Account consisted Held-to-maturity Held-to-maturity In January 2022, the Company adopted the FASB-issued ASU No. 2016-13, available-for-sale The following table presents fair value information as of December 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments consist of a money market fund and a demand deposit account, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows: Quoted Prices Money market fund as of December 31, 2023 $ 794,750,266 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2024. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7-COMMITMENTS Registration Rights The holders of the Founder Shares, private placement warrants and 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 prior to or on the effective date of the Initial Public Offering requiring the Company to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company bears the expenses incurred in connection with the filing of any such registration statements. 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 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 cyberattacks 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. Underwriting Agreement The Company had granted the underwriters a 45-day In addition, the underwriters were On January 3, 2024, in consideration of Citigroup Global Markets Inc.’s (“Citi”) engagement as the Company’s financial advisor and placement agent in the PIPE financing raised in connection with the Lionsgate Business Combination, and the fees it is expected to receive in connection with such roles, Citi agreed to make adjustments to its entitlement to a portion of the $26,250,000 deferred underwriting fee payable to it pursuant to the terms of that certain underwriting agreement, dated January 5, 2022 (the “Underwriting Agreement”), by and between the Company and Goldman Sachs & Co. LLC (“Goldman Sachs”) and Citi, as representatives of the underwriters, which deferred underwriting fee would have been due upon the closing of the Lionsgate Business Combination. Such adjustments modified Citi’s entitlement to its portion of the deferred underwriting fee to be equal to a specific percentage of the amount remaining in the Trust Account, after giving effect to the redemption rights exercised by the Company’s public shareholders and certain other adjustments. Each of Citi and Morgan Stanley & Co. LLC (“Morgan Stanely”), are serving as co-placement agents in the PIPE and for such role will receive a fee equal to a specific percentage of the total funds raised in the PIPE. Morgan Stanley will also receive an incremental fee equal to a specific percentage of the amount remaining in the Trust Account at the closing of the Lionsgate Business Combination. In addition, on January 3, 2024, the Company received a letter from Goldman Sachs whereby Goldman Sachs waived its entitlement to i s deferred underwriting fee payable pursuant to the Underwriting Agreement. The Company did not seek out the reasons why Goldman Sachs waived its deferred underwriting fee, despite Goldman Sachs having already completed its services under the Underwriting Agreement. Goldman Sachs received no additional consideration for the waiver of its entitlement to the deferred underwriting fee. Upon receipt of the waiver, offering costs of $17,325,000 were adjusted to temporary equity on the accompanying consolidated statements of changes in shareholders’ deficit. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | NOTE 8-SHAREHOLDERS’ Preference Shares - no Class A Ordinary Shares - The Class B Ordinary Shares - one-quarter Holders of the Founder Shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matter submitted to a vote of the shareholders prior to or in connection with the completion of the initial Business Combination, holders of the Founder Shares and holders of the Class A Ordinary Shares will vote together as a single class, except as required by law. The Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the completion of a Business Combination on a one-for-one one-for-one |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 9-WARRANTS As of March 31, 2024 and December 31, 2023, the Company has 25,000,000 Public Warrants and 11,733,333 private placement warrants outstanding. The Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination, or earlier upon redemption or liquidation. 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 with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a warrant unless the Class A Ordinary Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Company’s Initial Public Offering or a new registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective 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. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, 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 the 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 elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: (1) in whole and not in part; (2) at a price of $0.01 per Public Warrant; (3) upon not less than 30 days’ prior written notice of redemption to each warrant holder; and (4) if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The private placement warrants will be identical to the public warrants underlying the Units being sold in the Initial Public Offering, except that (i) the private placement warrants will not be redeemable by the Company, (ii) 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, (iii) the private placement warrants will be exercisable on a cashless basis, (iv) will use a different Black-Scholes Warrant Model for purposes of calculating the Black-Scholes Warrant Value (as defined in the Warrant Agreement) and (v) the private placement warrants and the Class A Ordinary Shares issuable upon exercise of the private placement warrants will be entitled to registration rights. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
PIPE with Reduction Right Liabi
PIPE with Reduction Right Liability | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Of Private Investment In Public Equity [Abstract] | |
PIPE with Reduction Right Liability | NOTE 10-PIPE Concurrently with the execution of the Business Combination Agreement, the Company, New SEAC and Lions Gate Parent entered into subscription agreements with certain institutional and accredited investors (the “PIPE Investors” and the subscription agreements, the “Initial Subscription Agreements”) pursuant to which the PIPE Investors have agreed, subject to the terms and conditions set forth therein, to subscribe for and purchase from Pubco, immediately following the Amalgamations, an aggregate of approximately The Initial Subscription Agreements have a variable amount of shares at settlement to the extent the PIPE Investors exercise their Reduction Right, subject to certain other conditions. Pursuant to the Initial Subscription Agreements, a PIPE Investor may elect to reduce the number of PIPE Shares it is obligated to purchase under its Initial Subscription Agreement (the “Reduction Right”), on a one-for-one If the Reduction Right is exercised by any PIPE Investors, this would result in the Company raising additional incremental common equity proceeds relative to the aggregate cash PIPE proceeds of $175,000,000 and issuing Reduction Right Shares. The Initial Subscription Agreements were evaluated under ASC 815 and meet the criteria for liability classification since the shares in the settlement are variable based on an input not considered to be inputs to the fair value of a fixed-for-fixed non-cash |
Recurring Fair Value Measuremen
Recurring Fair Value Measurement | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurement | NOTE 11-RECURRING E As of March 31, 2024, investment securities in the Company’s Trust Account consisted of $804,228,813 in a demand deposit account. As of December 31, 2023, investment securities in the Company’s Trust Account consisted The fair value of private placement warrants was initially and subsequently measured at fair value using a Black-Scholes Option Pricing Model. For the three months ended March 31, 2024, the Company recognized a gain resulting from a decrease in the fair value of the private placement warrants of $234,667. The gain from change in fair value of the private placement warrants are presented as change in fair value of warrant liability in the accompanying unaudited consolidated statement of operations. For the three months ended March 31, 2023, the Company recognized a gain resulting from a decrease in the fair value of the private placement warrants of $469,333, presented as change in fair value of warrant liability in the accompanying unaudited consolidated statement of operations. The following table sets forth by level within the fair value hierarchy the Company’s liability that was accounted for at fair value on a recurring basis: (Level 1) (Level 2) (Level 3) Private placement warrants as of March 31, 2024 $ — $ — $ 234,667 PIPE with reduction right liability as of March 31, 2024 $ — $ — $ 19,399,127 (Level 1) (Level 2) (Level 3) Private placement warrants as of December 31, 2023 $ — $ — $ 469,333 PIPE with reduction right liability as of December 31, 2023 $ — $ — $ 18,253,010 The following table provides quantitative information regarding Level 3 fair value measurements inputs as of their measurement dates: March 31, 2024 December 31, 2023 Ordinary share price $ 10.70 $ 10.60 Exercise price $ 11.50 $ 11.50 Volatility 40 % 45 % Term 5.11 5.28 Risk-free rate 4.21 % 3.85 % Dividend yield 0 % 0 % Probability of completing Lionsgate Business Combination (1) 94.9 % 91.0 % Probability of completing a different business combination 0.6 % (2) 0.8 % ( 3 Note: The private placement will be forfeited for no consideration if the announced Lionsgate Business Combination is completed (estimated probability of 94.9% as of March 31, 2024). (1) Estimated by solving for the implied probability of completing the Lionsgate Business Combination based on the public warrant price and the contemplated exchange price of $0.50, adjusted for the time value of money. (2) Derived as follows: 11%*(1-94.9%), where 11% represents the probability of completing a different business combination based on public trading of rights for special purpose acquisition companies and 94.9% represents the probability of completing the Lionsgate Business Combination. (3) Derived as follows: 9%*(1-91%), The change in the fair value of the warrant liabilities for the three months ended March 31, 2024 and 2023 is summarized as follows: Level 3 Derivative warrant liability at December 31, 2023 $ 469,333 Change in fair value of derivative warrant liability (234,666 ) Level 3 Derivative warrant liability at March 31, 2024 $ 234,667 Level 3 Derivative warrant liability at December 31, 202 2 $ 3,285,333 Change in fair value of derivative warrant liability (469,333 ) Level 3 Derivative warrant liability at March 31, 202 3 $ 2,816,000 The following table provides quantitative information regarding Level 3 fair value measurement inputs for the PIPE with reduction right liability as of their measurement dates: Inputs: As of March 31, As of December 31, Ordinary share stock price $ 10.70 $ 10.60 Term (1) 0.11 0.28 Risk-free rate of interest (2) 5.37 % 5.20 % Probability of completing the Lionsgate Business Combination (3) 94.9 % 91 % (1) Assumes the transaction closes on May 10, 2024 as of March 31, 2024 and April 10, 2024 as of December 31, 2023. (2) Reflects 1-month 3-month (3) Estimated by solving for the implied probability of completing the Lionsgate Business Combination based on the public warrant price and the contemplated exchange price of $0.50, adjusted for the time value of money. The change in the fair value of the PIPE with reduction right liability for the quarter ended March 31, 2024 is summarized as follows: Level 3 PIPE reduction right liability December 31, 2022 $ — Issuance of PIPE with reduction right liability on December 22, 2023 18,797,300 Change in fair value of PIPE redu c (544,290 ) Level 3 PIPE reduction right liability December 31, 2023 18,253,010 Change in fair value of PIPE redu c 1,146,117 Level 3 PIPE reduction right liability March 31, 2024 $ 19,399,127 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12-SUBSEQUENT The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events, that have occurred that would require adjustments to the disclosures in the consolidated financial statements. On April 9, 2024, the Company held the Extension Meeting at which the Company received approval to amend its Articles to, among other things, extend the date by which the Company must consummate a Business Combination from April 10, 2024 to June 15, 2024. In connection with the Extension Meeting, holders of 57,824,777 Public Shares properly exercised their right to redeem such shares for cash at a redemption price of approximately $10.74 per share, representing an aggregate of approximately $620.8 million. After the satisfaction of such redemptions, the balance in the Trust Account was approximately $184.4 million. On April 11, 2024, the Business Combination Agreement was amended to, among other things , non-redeeming one-for-one On April 11, 2024, the Company, Pubco and Lions Gate Parent entered into an additional Subscription Agreement (the “Additional Subscription Agreement” and together with the Initial Subscription Agreements, the “Subscription Agreements”), pursuant to which an additional PIPE Investor agreed to purchase from Pubco an aggregate of approximately 4,918,839 Pubco Common Shares at a purchase price of $10.165 per share, for an aggregate cash amount of $50,000,000. The Additional Subscription Agreement is in substantially the same form as the Initial Subscription Agreement, expect that it does not provide the reduction right to the investor therein. On April 24, 2024, SEAC and Pubco entered into share purchase and non-redemption agreements (the “Non-Redemption Agreements”) with certain investors, pursuant to which such investors agreed, among other things, to (i) certify that they had purchased an aggregate of approximately $20 million of Public Shares in the open On May 7, 2024, the Company issued a promissory note to the Sponsor with a principal amount of up to $2.0 million to cover advancements made by the Sponsor to finance certain transaction expenses on behalf of the Company (the “Note”). The Note bears no |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of P The accompanying unaudited consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024 or any future periods. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of E The preparation of unaudited consolidated financial statements 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 unaudited consolidated financial statements and the reported amounts of expenses during the reporting period. 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 statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Two of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability and PIPE with reduction right liability. Such estimates may be subject to change as more current information becomes available and the actual results could differ significantly from those estimates. |
Cash Equivalents | Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2024. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000, and investments held in Trust Account. The Company has not experienced losses on these accounts. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments was comprised solely of 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 investments in money market funds that invest in U.S. government securities, or a combination thereof until January 2024, when the trustee liquidated such investments and moved the proceeds to an interest-bearing demand deposit account. The Company classifies its U.S. Treasury and equivalent securities as held Held-to-maturity Held-to-maturity |
Offering Costs | Offering C Offering costs consisted of underwriting, legal, accounting and other expenses incurred directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liability were charged to operations. Offering costs allocated to Class A Ordinary Shares were initially charged to temporary equity and then accreted to ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. Offering costs amounted to $42,130,216, of which $42,110,034 was charged to temporary equity upon the completion of the Initial Public Offering and $20,182 was expensed to the unaudited consolidated statements of operations. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares S P R The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity (def icit) The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in As of March 31, 2024 and December 31, 2023, the Class A Ordinary Shares reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 750,000,000 Less: Fair value of Public Warrants at issuance (36,750,000 ) Class A Ordinary Share issuance costs (42,110,034 ) Plus: Accretion of carrying value to redemption value 123,510,300 Class A Ordinary Shares subject to possible redemption, December 31, 2023 794,650,266 Plus: Waiver of offering costs allocated to Class A Ordinary Share subject to possible redemption 17,325,000 Less: Accretion of carrying value to redemption value (7,846,453 ) Class A Ordinary Shares subject to possible redemption, March 31, 2024 $ 804,128,813 |
Derivative Financial Instruments | Derivative F I The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the unaudited consolidated statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. The Company accounts for the private placement warrants as liabilities at fair value on the consolidated balance sheets. The private placement warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the consolidated paid-in The Company accounts for the Subscription Agreements (as defined below) as a liability at fair value on the consolidated balance sheets (the “PIPE with reduction right liability”). The Subscription Agreements are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the closing of the transactions contemplated by the Subscription Agreements or expiration of the Subscription Agreements. At that time, the PIPE with reduction right liability will be reclassified to additional paid-in |
Income Taxes | Income T The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”), which 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 no has bee n There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Warrant Liability | Warrant L The Company accounts for the private placement warrants as liabilities at fair value on the consolidated balance sheets. The private placement warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the private placement warrants. At that time, the portion of the warrant liability related to the private placement warrants will be reclassified to additional paid-in |
Fair Value of Financial Instruments | Fair V F I The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the warrant liability (see Note 11). Fair V F I Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Net Income Per Ordinary Shares | Net Income Per Ordinary Share s The Company has two classes of shares, Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of shares. The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A Ordinary Share s The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 36,733,333 Class A Ordinary Share s F or the three months ended s s s The following table reflects the calculation of basic and diluted net income per ordinary share s For the Three Months Ended r For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share s Numerator: Allocation of net income $ 4,129,801 $ 1,032,450 $ 6,406,917 $ 1,601,729 Denominator: Basic and diluted weighted average shares outstanding 75,000,000 18,750,000 75,000,000 18,750,000 Basic and diluted net income per ordinary share s $ 0.06 $ 0.06 $ 0.09 $ 0.09 |
Recently Issued Accounting Standards | Recently I A S Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation Of Proceeds From Temporary Equity To Outstanding Value (Detail) | As of March 31, 2024 and December 31, 2023, the Class A Ordinary Shares reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 750,000,000 Less: Fair value of Public Warrants at issuance (36,750,000 ) Class A Ordinary Share issuance costs (42,110,034 ) Plus: Accretion of carrying value to redemption value 123,510,300 Class A Ordinary Shares subject to possible redemption, December 31, 2023 794,650,266 Plus: Waiver of offering costs allocated to Class A Ordinary Share subject to possible redemption 17,325,000 Less: Accretion of carrying value to redemption value (7,846,453 ) Class A Ordinary Shares subject to possible redemption, March 31, 2024 $ 804,128,813 |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income per ordinary share s For the Three Months Ended r For the Three Months Ended Class A Class B Class A Class B Basic and diluted net income per ordinary share s Numerator: Allocation of net income $ 4,129,801 $ 1,032,450 $ 6,406,917 $ 1,601,729 Denominator: Basic and diluted weighted average shares outstanding 75,000,000 18,750,000 75,000,000 18,750,000 Basic and diluted net income per ordinary share s $ 0.06 $ 0.06 $ 0.09 $ 0.09 |
Trust Account (Tables)
Trust Account (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Securities, Available-for-Sale and Held-to-Maturity, after Allowance for Credit Loss [Abstract] | |
Summary of Available-for-sale Securities Reconciliation | Since all of the Company’s permitted investments consist of a money market fund and a demand deposit account, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows: Quoted Prices Money market fund as of December 31, 2023 $ 794,750,266 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth by level within the fair value hierarchy the Company’s liability that was accounted for at fair value on a recurring basis: (Level 1) (Level 2) (Level 3) Private placement warrants as of March 31, 2024 $ — $ — $ 234,667 PIPE with reduction right liability as of March 31, 2024 $ — $ — $ 19,399,127 (Level 1) (Level 2) (Level 3) Private placement warrants as of December 31, 2023 $ — $ — $ 469,333 PIPE with reduction right liability as of December 31, 2023 $ — $ — $ 18,253,010 |
Summary of quantitative information regarding Level 3 fair value measurements inputs as their measurement dates | The following table provides quantitative information regarding Level 3 fair value measurements inputs as of their measurement dates: March 31, 2024 December 31, 2023 Ordinary share price $ 10.70 $ 10.60 Exercise price $ 11.50 $ 11.50 Volatility 40 % 45 % Term 5.11 5.28 Risk-free rate 4.21 % 3.85 % Dividend yield 0 % 0 % Probability of completing Lionsgate Business Combination (1) 94.9 % 91.0 % Probability of completing a different business combination 0.6 % (2) 0.8 % ( 3 Note: The private placement will be forfeited for no consideration if the announced Lionsgate Business Combination is completed (estimated probability of 94.9% as of March 31, 2024). (1) Estimated by solving for the implied probability of completing the Lionsgate Business Combination based on the public warrant price and the contemplated exchange price of $0.50, adjusted for the time value of money. (2) Derived as follows: 11%*(1-94.9%), where 11% represents the probability of completing a different business combination based on public trading of rights for special purpose acquisition companies and 94.9% represents the probability of completing the Lionsgate Business Combination. (3) Derived as follows: 9%*(1-91%), |
Summary of The change in the fair value of the warrant liabilities | The change in the fair value of the warrant liabilities for the three months ended March 31, 2024 and 2023 is summarized as follows: Level 3 Derivative warrant liability at December 31, 2023 $ 469,333 Change in fair value of derivative warrant liability (234,666 ) Level 3 Derivative warrant liability at March 31, 2024 $ 234,667 Level 3 Derivative warrant liability at December 31, 202 2 $ 3,285,333 Change in fair value of derivative warrant liability (469,333 ) Level 3 Derivative warrant liability at March 31, 202 3 $ 2,816,000 |
Summary of quantitative information regarding Level 3 fair value measurement inputs for the PIPE with reduction right liability | The following table provides quantitative information regarding Level 3 fair value measurement inputs for the PIPE with reduction right liability as of their measurement dates: Inputs: As of March 31, As of December 31, Ordinary share stock price $ 10.70 $ 10.60 Term (1) 0.11 0.28 Risk-free rate of interest (2) 5.37 % 5.20 % Probability of completing the Lionsgate Business Combination (3) 94.9 % 91 % (1) Assumes the transaction closes on May 10, 2024 as of March 31, 2024 and April 10, 2024 as of December 31, 2023. (2) Reflects 1-month 3-month (3) Estimated by solving for the implied probability of completing the Lionsgate Business Combination based on the public warrant price and the contemplated exchange price of $0.50, adjusted for the time value of money. |
Summary fair value of the PIPE with reduction right liability | The change in the fair value of the PIPE with reduction right liability for the quarter ended March 31, 2024 is summarized as follows: Level 3 PIPE reduction right liability December 31, 2022 $ — Issuance of PIPE with reduction right liability on December 22, 2023 18,797,300 Change in fair value of PIPE redu c (544,290 ) Level 3 PIPE reduction right liability December 31, 2023 18,253,010 Change in fair value of PIPE redu c 1,146,117 Level 3 PIPE reduction right liability March 31, 2024 $ 19,399,127 |
Organization Consolidation And
Organization Consolidation And Presentation Of Financial Statements (Detail) - USD ($) | 3 Months Ended | |||||
Jan. 11, 2022 | Jan. 10, 2022 | Mar. 31, 2024 | Apr. 09, 2024 | Dec. 31, 2023 | ||
Organization And Plan Of Operation [Line Items] | ||||||
Deferred underwriting commission non current. | $ 26,250,000 | |||||
Payments to Acquire Restricted Investments | $ 750,000,000 | |||||
Per share value of restricted investments | $ 10 | |||||
Term of restricted investments | 185 days | |||||
Minimum percentage of net assets of the acquire | 80% | |||||
Temporary equity, redemption price per share | $ 10.72 | $ 10.74 | $ 10.6 | |||
Minimum percentage of public shares that can be transferred without restriction | 20% | |||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | |||||
Date before which business combination shall be consummated two. | Jun. 15, 2024 | |||||
Number of days after the the cut off date within which public shareholders shall be redeemed in case business combination is not consummated | 10 days | |||||
Liquidation basis of accounting, accrued costs to dispose of assets and liabilities | $ 100,000 | |||||
Cash | 437,163 | $ 999,152 | ||||
Assets held-in-trust, noncurrent | 804,228,813 | $ 184,400,000 | 794,750,266 | |||
Maximum release permitted to be withdrawn | 3,000,000 | |||||
Working capital deficiency | 25,342,177 | |||||
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 620,800,000 | |||||
Temporary Equity, Shares Authorized | 57,824,777 | |||||
Accrued legal expenses | 5,983,947 | |||||
Accounts payable accrued expenses current | 6,458,295 | 3,695,499 | ||||
Derivative liabilites current | [1] | 19,399,127 | $ 18,253,010 | |||
Will not impact current assets [Member] | ||||||
Organization And Plan Of Operation [Line Items] | ||||||
Accounts payable accrued expenses current | 6,458,295 | |||||
PIPE with reduction right liability [Member] | Non cash item [Member] | ||||||
Organization And Plan Of Operation [Line Items] | ||||||
Derivative liabilites current | 19,399,127 | |||||
Sponsor [Member] | ||||||
Organization And Plan Of Operation [Line Items] | ||||||
loan from Sponsor | $ 300,000 | |||||
Working Capital Loans [Member] | Sponsor [Member] | ||||||
Organization And Plan Of Operation [Line Items] | ||||||
Working capital loans convertible into equity warrants | $ 1,500,000 | |||||
Debt instrument, convertible, conversion price | $ 1.5 | |||||
Maximum [Member] | ||||||
Organization And Plan Of Operation [Line Items] | ||||||
Per share to be maintained in the trust account | 10 | |||||
Minimum [Member] | ||||||
Organization And Plan Of Operation [Line Items] | ||||||
Per share to be maintained in the trust account | $ 10 | |||||
Private Placement Warrants [Member] | ||||||
Organization And Plan Of Operation [Line Items] | ||||||
Proceeds from the issuance of warrants | $ 17,600,000 | |||||
Common Class A [Member] | ||||||
Organization And Plan Of Operation [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Temporary equity, redemption price per share | $ 10.72 | |||||
Founder Shares [Member] | ||||||
Organization And Plan Of Operation [Line Items] | ||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||
IPO [Member] | ||||||
Organization And Plan Of Operation [Line Items] | ||||||
Proceeds from initial public offer | $ 750,000,000 | $ 735,000,000 | ||||
IPO [Member] | Common Class A [Member] | ||||||
Organization And Plan Of Operation [Line Items] | ||||||
Stock issued during the period shares new issues | 75,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
Class of warrants or rights exercise price per warrant | 11.5 | |||||
Sale of stock issue price per share | $ 10 | |||||
Transaction costs share issue | 42,130,216 | |||||
Underwriting fees | 15,000,000 | |||||
Other offering costs | 880,216 | |||||
Private Placement [Member] | Private Placement Warrants [Member] | ||||||
Organization And Plan Of Operation [Line Items] | ||||||
Class of warrants or rights issued during the period units | 11,733,333 | |||||
Class of warrants or rights issue price per unit | $ 1.5 | |||||
Private Placement [Member] | Common Class A [Member] | Private Placement Warrants [Member] | ||||||
Organization And Plan Of Operation [Line Items] | ||||||
Class of warrants or rights exercise price per warrant | $ 11.5 | |||||
Class of warrants or rights issued during the period units | 11,733,333 | |||||
Class of warrants or rights issue price per unit | $ 1.5 | |||||
Proceeds from the issuance of warrants | $ 17,600,000 | |||||
[1]Equity linked contract that is classified as a liability given potential for variable share settlement at close of the Business Combination. PIPE reflects common equity in the pro forma, combined company post-close of the Business Combination with StudioCo (Note 10). |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Line Items] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties on unrecognized tax benefits | 0 | $ 0 |
Cash insured with federal insurance corporation | 250,000 | |
Cash equivalents | $ 0 | |
Common Class A [Member] | ||
Accounting Policies [Line Items] | ||
Class of warrants or rights number of securities covered by the warrants or rights | 36,733,333 | |
IPO [Member] | Common Class A [Member] | ||
Accounting Policies [Line Items] | ||
Transaction costs share issue | $ 42,130,216 | |
Offering costs charged to temporary equity | 42,110,034 | |
Offering costs expensed | $ 20,182 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reconciliation of Proceeds from Temporary Equity to Outstanding Value (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Gross proceeds | $ 750,000,000 | |
Fair value of Public Warrants at issuance | (36,750,000) | |
Class A Ordinary Share issuance costs | (42,110,034) | |
Waiver of offering costs allocated to Class A Ordinary Share subject to possible redemption | $ 17,325,000 | |
Accretion of carrying value to redemption value | (7,846,453) | 123,510,300 |
Class A Ordinary Shares subject to possible redemption | $ 804,128,813 | $ 794,650,266 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Allocation of net income | $ 5,162,251 | $ 8,008,646 |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income | $ 4,129,801 | $ 6,406,917 |
Denominator: | ||
Basic weighted average shares outstanding | 75,000,000 | 75,000,000 |
Diluted weighted average shares outstanding | 75,000,000 | 75,000,000 |
Basic net income per ordinary shares | $ 0.06 | $ 0.09 |
Diluted net income per ordinary shares | $ 0.06 | $ 0.09 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income | $ 1,032,450 | $ 1,601,729 |
Denominator: | ||
Basic weighted average shares outstanding | 18,750,000 | 18,750,000 |
Diluted weighted average shares outstanding | 18,750,000 | 18,750,000 |
Basic net income per ordinary shares | $ 0.06 | $ 0.09 |
Diluted net income per ordinary shares | $ 0.06 | $ 0.09 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - IPO [Member] - Common Class A [Member] | Jan. 10, 2022 $ / shares shares |
Initial Public Offer [Line Items] | |
Stock issued during the period shares new issues | shares | 75,000,000 |
Sale of stock issue price per share | $ 10 |
Class of warrants or rights exercise price per warrant | 11.5 |
Public Warrants [Member] | |
Initial Public Offer [Line Items] | |
Class of warrants or rights exercise price per warrant | $ 11.5 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement Warrants [Member] - USD ($) | 3 Months Ended | |
Jan. 10, 2022 | Mar. 31, 2024 | |
Private Placement [Line Items] | ||
Proceeds from the issuance of warrants | $ 17,600,000 | |
Private Placement [Member] | ||
Private Placement [Line Items] | ||
Class of warrants or rights issued during the period units | 11,733,333 | |
Class of warrants or rights issue price per unit | $ 1.5 | |
Private Placement [Member] | Common Class A [Member] | ||
Private Placement [Line Items] | ||
Class of warrants or rights issued during the period units | 11,733,333 | |
Class of warrants or rights issue price per unit | $ 1.5 | |
Class of warrants or rights exercise price per share | $ 11.5 | |
Proceeds from the issuance of warrants | $ 17,600,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | |||||||
Feb. 19, 2022 | Dec. 13, 2021 | Nov. 05, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | May 07, 2024 | Dec. 31, 2023 | Dec. 31, 2021 | |
Related Party Transactions [Line Items] | ||||||||
Notes payable to related party current | $ 300,000 | |||||||
Promissory Note Issued To The Sponsor [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Debt instrument face value | $ 300,000 | |||||||
Promissory Note Issued To The Sponsor [Member] | Subsequent Event [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Debt instrument face value | $ 2,000,000 | |||||||
Administrative Services Agreement [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Related party transaction expenses payable per month | $ 15,000 | |||||||
Expenses from transactions with related party | $ 15,000 | $ 45,000 | ||||||
Accounts payable and accrued expenses | $ 15,000 | $ 45,000 | ||||||
Related Party [Member] | Affiliated Entity [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Due to affiliate current | $ 14,537 | |||||||
Common Class B [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Stock issued during the period shares for services | 25,000 | |||||||
Stock issued durig the period value for services | $ 17,250,000 | |||||||
Common stock, shares, outstanding | 18,750,000 | 17,250,000 | 18,750,000 | 18,750,000 | ||||
Stock forfeited during the period shares | 2,812,500 | 2,812,500 | ||||||
Percentage of common stock issued and outstanding | 20% | |||||||
Common stock shares lock in period | 1 year | |||||||
Share price | $ 12 | |||||||
Number of trading days for determining the share price | 20 days | |||||||
Total number of trading days for determining the share price | 30 days | |||||||
Common stock shares lock in period one | 180 days | |||||||
Common Class B [Member] | Founder Shares [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Common stock, shares, outstanding | 21,562,500 | |||||||
Stock forfeited during the period shares | 21,562,500 |
Trust Account - Additional Info
Trust Account - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Jan. 10, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
United States Treasury Bills [Line Items] | |||
Proceeds from Issuance or Sale of Equity | $ 750,000,000 | ||
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, transfers, net | 0 | ||
IPO [Member] | |||
United States Treasury Bills [Line Items] | |||
Proceeds from Issuance Initial Public Offering | $ 750,000,000 | 735,000,000 | |
Private Placement [Member] | |||
United States Treasury Bills [Line Items] | |||
Proceeds from Issuance of Private Placement | 15,000,000 | ||
US Treasury Bills [Member] | |||
United States Treasury Bills [Line Items] | |||
Debt securities, held-to-maturity | $ 804,228,813 | $ 794,750,266 |
Trust Account - Summary of Avai
Trust Account - Summary of Available-for-sale Securities Reconciliation (Detail) | Dec. 31, 2023 USD ($) |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |
Trust Account [Line Items] | |
Quoted Prices in Active Markets (Level 1) | $ 794,750,266 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Jan. 03, 2024 | |
Commitments and Contingencies [Line Items] | ||
Deferred underwriting commission per unit, shares | $ 0.35 | |
Deferred underwriting commissions noncurrent | $ 26,250,000 | |
Deferred underwriting fee waivable | $ 26,250,000 | |
Deferred underwriting fee | $ 26,250,000 | |
Temporary equity offering cost | $ 17,325,000 | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies [Line Items] | ||
Over allotment option period | 45 days | |
Stock issued during period shares | 11,250,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - USD ($) | 3 Months Ended | |||||
Feb. 19, 2022 | Dec. 13, 2021 | Nov. 05, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Shareholders Deficit [Line Items] | ||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Shares Issued | 0 | 0 | ||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||
Temporary Equity, Shares Outstanding | 75,000,000 | 75,000,000 | ||||
Founder Shares [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Stock Conversion Basis | one vote | |||||
Stockholders' Equity Note, Stock Split | one and one-quarter | |||||
Founder Shares [Member] | Sponsor [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Common Stock, Shares, Outstanding | 18,750,000 | |||||
Common Class A [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Stock Conversion Basis | one vote | |||||
Temporary Equity, Shares Outstanding | 75,000,000 | 75,000,000 | ||||
Temporary Equity, Shares Issued | 75,000,000 | |||||
Percentage of ownership held by initial shareholders | 20% | |||||
Common Stock, Shares, Issued | 0 | 0 | ||||
Common Stock, Shares, Outstanding | 0 | 0 | 75,000,000 | |||
Common Class B [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Common Stock, Shares Authorized | 80,000,000 | 80,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Percentage of ownership held by initial shareholders | 20% | |||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 2,812,500 | 2,812,500 | ||||
Common Stock, Shares, Issued | 17,250,000 | 18,750,000 | 18,750,000 | |||
Common Stock, Shares, Outstanding | 18,750,000 | 17,250,000 | 18,750,000 | 18,750,000 | ||
Offering and formation cost | $ 25,000 | |||||
Common Class B [Member] | Founder Shares [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Common Stock, Shares Authorized | 80,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 21,562,500 | |||||
Common Stock, Shares, Outstanding | 21,562,500 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Warrants [Line Items] | |
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days |
Public Warrants [Member] | |
Warrants [Line Items] | |
Number of warrants or rights outstanding | 25,000,000 |
Warrants exercisable term from the date of completion of business combination | 20 days |
Private Placement Warrants [Member] | |
Warrants [Line Items] | |
Number of warrants or rights outstanding | 11,733,333 |
Redemption of warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | Common Class A [Member] | |
Warrants [Line Items] | |
Class of warrants, redemption price per unit | 0.01% |
Class of warrants, redemption notice period | 30 days |
Share price | $ / shares | $ 18 |
Number of consecutive trading days for determining share price | 20 days |
Number of trading days for determining share price | 30 days |
PIPE with Reduction Right Lia_2
PIPE with Reduction Right Liability - Additional Information (Detail) - Subscription Agreement [Member] - Accredited Investors [Member] | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Disclosure Of Private Investment In Public Equity [Line Items] | |
Common stock shares subscirbed but not issued | shares | 18,172,378 |
Sale of stock issue price per share | $ / shares | $ 9.63 |
Common stock value subscribed | $ | $ 175,000,000 |
Common Class A [Member] | |
Disclosure Of Private Investment In Public Equity [Line Items] | |
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.0001 |
Class of warrant or right, number of securities called by each warrant or right | shares | 0.1111 |
Reduction Right Shares [Member] | |
Disclosure Of Private Investment In Public Equity [Line Items] | |
Minimum proceeds from the issue of equity estimated | $ | $ 175,000,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurement - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash | $ 804,228,813 | |
Private Placement Warrants [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Adjustment of Warrants | $ 234,667 | $ 469,333 |
United States Treasury Bills [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Securities, Held-to-Maturity | $ 794,750,266 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurement - Schedule of Fair Value Hierarchy the Company's Liabilities that were Accounted for at Fair Value on a Recurring Basis (Detail) - Level 3 [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
PIPE with reduction right liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
PIPE with reduction right liability as of March 31, 2024 | $ 19,399,127 | $ 18,253,010 |
Private placement warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding | $ 234,667 | $ 469,333 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurement - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs as their Measurement Dates (Detail) - Fair Value, Inputs, Level 3 [Member] | Mar. 31, 2024 $ / shares yr | Dec. 31, 2023 $ / shares yr | |||
Ordinary share stock price [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 10.7 | 10.6 | |||
Exercise price [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 | |||
Volatility [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 40 | 45 | |||
Term [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | yr | 5.11 | 5.28 | |||
Risk-free rate [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 4.21 | 3.85 | |||
Dividend yield [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |||
Probability of completing lionsgate business combination [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | [1] | 94.9 | 91 | ||
Probability of completing a different business combination [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants and Rights Outstanding, Measurement Input | 0.6 | [2] | 0.8 | [3] | |
[1]Estimated by solving for the implied probability of completing the Lionsgate Business Combination based on the public warrant price and the contemplated exchange price of $0.50, adjusted for the time value of money.[2]Derived as follows: 11%*(1-94.9%), where 11% represents the probability of completing a different business combination based on public trading of rights for special purpose acquisition companies and 94.9% represents the probability of completing the Lionsgate Business Combination.[3]Derived as follows: 9%*(1-91%), where 9% represents the probability of completing a different business combination based on public trading of rights for special purpose acquisition companies and 91% represents the probability of completing the Lionsgate Business Combination. |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurement - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs as their Measurement Dates (Parenthetical) (Detail) - Studio Co [Member] | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Probability of consummating a business combination | 94.90% | |
Measurement Input Probability Rate Of Different Business Combination [Member] | SPAC Market Data Published By Third Party [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 94.9 | 91 |
Measurement Input Probability of Completing The Business Combination [Member] | SPAC Market Data Published By Third Party [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11 | 9 |
Measurement Input, Share Price [Member] | SPAC Market Data Published By Third Party [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.5 |
Recurring Fair Value Measurem_7
Recurring Fair Value Measurement - Summary of the Change in the Fair Value of the Warrant Liabilities (Detail) - Warrant Liability [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Level 3 Derivative warrant liability Beginning Balance | $ 469,333 | $ 3,285,333 | $ 3,285,333 |
Change in fair value of derivative warrant liability | (234,666) | (469,333) | |
Level 3 Derivative warrant liability Ending Balance | $ 234,667 | $ 2,816,000 | $ 469,333 |
Recurring Fair Value Measurem_8
Recurring Fair Value Measurement - Summary of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs for the PIPE with Reduction Right Liability (Detail) - PIPE with reduction right liability [Member] | Mar. 31, 2024 yr $ / shares | Dec. 31, 2023 $ / shares yr | |
Ordinary share stock price [Member] | |||
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In The Fair Value Measurement Of Private Investment In Public Equity [Line Items] | |||
Quantitative information regarding Level 3 fair value measurement inputs | $ / shares | 10.7 | 10.6 | |
Term [Member] | |||
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In The Fair Value Measurement Of Private Investment In Public Equity [Line Items] | |||
Quantitative information regarding Level 3 fair value measurement inputs | yr | [1] | 0.11 | 0.28 |
Risk-free rate [Member] | |||
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In The Fair Value Measurement Of Private Investment In Public Equity [Line Items] | |||
Quantitative information regarding Level 3 fair value measurement inputs | [2] | 5.37 | 5.2 |
Probability of completing the Lionsgate Business Combination [Member] | |||
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In The Fair Value Measurement Of Private Investment In Public Equity [Line Items] | |||
Quantitative information regarding Level 3 fair value measurement inputs | [3] | 94.9 | 91 |
[1]Assumes the transaction closes on May 10, 2024 as of March 31, 2024 and April 10, 2024 as of December 31, 2023.[2]Reflects 1-month U.S. treasury bill rate as of March 31, 2024 and 3-month U.S. treasury bill rate as of December 31, 2023.[3]Estimated by solving for the implied probability of completing the Lionsgate Business Combination based on the public warrant price and the contemplated exchange price of $0.50, adjusted for the time value of money. |
Recurring Fair Value Measurem_9
Recurring Fair Value Measurement - Summary of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs for the PIPE with Reduction Right Liability (Parenthetical) (Detail) | Mar. 31, 2024 |
PIPE with reduction right liability [Member] | |
Disclosure In Tabular Form Of Significant Unobservable Inputs Used In The Fair Value Measurement Of Private Investment In Public Equity [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.5 |
Recurring Fair Value Measure_10
Recurring Fair Value Measurement - Summary of Change in the Fair Value of the PIPE with Reduction Right Liability (Detail) - PIPE with reduction right liability [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Disclosure In Tabular Form Of Reconciliation In Fair Value Of Private Investment In Public Equity Reduction Right Liability [Line Items] | ||
Level 3 Derivative warrant liability Beginning Balance | $ 18,253,010 | $ 0 |
Issuance of PIPE with reduction right liability on December 22, 2023 | 18,797,300 | |
Change in fair value of PIPE reduction right liability | 1,146,117 | (544,290) |
Level 3 Derivative warrant liability Ending Balance | $ 19,399,127 | $ 18,253,010 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Apr. 24, 2024 USD ($) $ / shares | May 07, 2024 USD ($) | Apr. 11, 2024 USD ($) $ / shares shares | Apr. 09, 2024 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | Nov. 05, 2021 USD ($) |
Subsequent Event [Line Items] | |||||||
Assets Held-in-trust, Noncurrent | $ 184,400,000 | $ 804,228,813 | $ 794,750,266 | ||||
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 620,800,000 | ||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.74 | $ 10.72 | $ 10.6 | ||||
Temporary Equity, Shares Authorized | shares | 57,824,777 | ||||||
Promissory Note Issued To The Sponsor [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face value | $ 300,000 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate Transaction Proceeds to Consummate Business Combination | $ 350,000,000 | ||||||
Common stock value subscribed | 225,000,000 | ||||||
Assets Held-in-trust, Noncurrent | $ 184,400,000 | ||||||
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 620,800,000 | ||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.74 | ||||||
Temporary Equity, Shares Authorized | shares | 57,824,777 | ||||||
Subsequent Event [Member] | Accredited Investors [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock value subscribed | $ 175,000,000 | ||||||
Subsequent Event [Member] | Additional Subscription Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sale of stock issue price per share | $ / shares | $ 10.165 | ||||||
Common stock shares subscribed but not issued | shares | 4,918,839 | ||||||
Common stock value subscribed | $ 50,000,000 | ||||||
Subsequent Event [Member] | Commitment Share [Member] | Share Purchase And Non Redemption Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Sale of stock issue price per share | $ / shares | $ 0.0001 | ||||||
Stock split ratio | 0.0526 | ||||||
Aggregate open market value of shares issued by the investors | $ 20,000,000 | ||||||
Subsequent Event [Member] | Promissory Note Issued To The Sponsor [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument face value | $ 2,000,000 | ||||||
Subsequent Event [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate Transaction Proceeds to Consummate Business Combination | 409,500,000 | ||||||
Subsequent Event [Member] | Minimum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate Transaction Proceeds to Consummate Business Combination | $ 350,000,000 |