Pershing Square SPARC 10-Q 6 Aug 24 2024 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2024	Aug. 06, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Registrant Name	Pershing Square SPARC Holdings, Ltd./DE
Entity Central Index Key	0001895582
Entity File Number	000-56597
Entity Tax Identification Number	87-3427627
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	787 Eleventh Avenue
Entity Address, Address Line Two	Ninth Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	813-3700
Entity Common Stock, Shares Outstanding		422,533

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 24,151,022	$ 24,992,649
Prepaid expenses	25,950	13,327
Total Current Assets	24,176,972	25,005,976
Cash held in segregated account	5,001,000	5,001,000
Total Assets	29,177,972	30,006,976
Current Liabilities:
Accrued expenses	613,336	553,030
Directors compensation payable	225,000	225,000
Total Current Liabilities	838,336	778,030
Total Liabilities	41,982,759	41,072,064
Stockholders' Equity/(Deficit)
Common Stock, $0.0001 par value; 3,000,000,000 shares authorized and 422,533 issued and outstanding at June 30, 2024 and December 31, 2023	42	42
Additional paid-in capital	4,225,288	4,225,288
Accumulated deficit	(17,030,117)	(15,290,418)
Total Stockholders' Equity/(Deficit)	(12,804,787)	(11,065,088)
Total Liabilities And Stockholders' Equity/(Deficit)	29,177,972	30,006,976
Advisory Warrants [Member]
Current Liabilities:
Warrants and rights outstanding	3,000,000	3,000,000
Sponsor Warrants [Member]
Current Liabilities:
Warrants and rights outstanding	$ 38,144,423	$ 37,294,034

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023	Sep. 29, 2023
Statement of Financial Position [Abstract]
Common stock par or stated value per share	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares authorized	3,000,000,000	3,000,000,000	3,000,000,000
Common stock shares issued	422,533	422,533
Common stock shares outstanding	422,533	422,533

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Interest income		$ 1		$ 2
Compensation expense	$ (225,000)		$ (450,000)
Accounting and tax expense	(87,378)	(96,500)	(175,090)	(128,000)
Franchise tax expense	(50,000)	(1,104)	(100,000)	(2,208)
Legal fees	(36,943)	(1,049,488)	(111,117)	(2,261,696)
Printing fees	(13,114)	(103,000)	(23,210)	(200,000)
Other expenses	(10,459)	(183,833)	(16,450)	(183,833)
Research expense	(7,679)	(5,429)	(13,443)	(10,797)
Consulting fees		(271,125)		(1,036,800)
Income/(Loss) from operations	(430,573)	(1,710,478)	(889,310)	(3,823,332)
Change in fair value of Sponsor Warrants liability	(545,934)		(850,389)
Other income/(loss)	(545,934)		(850,389)
Net loss	$ (976,507)	$ (1,710,478)	$ (1,739,699)	$ (3,823,332)
Weighted average common shares outstanding, Basic	422,533	418,317	422,533	409,192
Weighted average common shares outstanding, Diluted	422,533	418,317	422,533	409,192
Basic net loss per common share	$ (2.31)	$ (4.09)	$ (4.12)	$ (9.34)
Diluted net loss per common share	$ (2.31)	$ (4.09)	$ (4.12)	$ (9.34)

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT) - USD ($)	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2022	$ (710,981)	$ 40	$ 3,999,610	$ (4,710,631)
Beginning Balance, share at Dec. 31, 2022		399,965
Net loss	(2,112,854)			(2,112,854)
Ending Balance at Mar. 31, 2023	(2,823,835)	$ 40	3,999,610	(6,823,485)
Ending Balance, share at Mar. 31, 2023		399,965
Beginning Balance at Dec. 31, 2022	(710,981)	$ 40	3,999,610	(4,710,631)
Beginning Balance, share at Dec. 31, 2022		399,965
Net loss	(3,823,332)
Ending Balance at Jun. 30, 2023	(4,308,633)	$ 42	4,225,288	(8,533,963)
Ending Balance, share at Jun. 30, 2023		422,533
Beginning Balance at Mar. 31, 2023	(2,823,835)	$ 40	3,999,610	(6,823,485)
Beginning Balance, share at Mar. 31, 2023		399,965
Issuance of Common Stock to Sponsor (Value)	225,680	$ 2	225,678
Issuance of Common Stock to Sponsor (Shares)		22,568
Net loss	(1,710,478)			(1,710,478)
Ending Balance at Jun. 30, 2023	(4,308,633)	$ 42	4,225,288	(8,533,963)
Ending Balance, share at Jun. 30, 2023		422,533
Beginning Balance at Dec. 31, 2023	(11,065,088)	$ 42	4,225,288	(15,290,418)
Beginning Balance, share at Dec. 31, 2023		422,533
Net loss	(763,192)			(763,192)
Ending Balance at Mar. 31, 2024	(11,828,280)	$ 42	4,225,288	(16,053,610)
Ending Balance, share at Mar. 31, 2024		422,533
Beginning Balance at Dec. 31, 2023	(11,065,088)	$ 42	4,225,288	(15,290,418)
Beginning Balance, share at Dec. 31, 2023		422,533
Net loss	(1,739,699)
Ending Balance at Jun. 30, 2024	(12,804,787)	$ 42	4,225,288	(17,030,117)
Ending Balance, share at Jun. 30, 2024		422,533
Beginning Balance at Mar. 31, 2024	(11,828,280)	$ 42	4,225,288	(16,053,610)
Beginning Balance, share at Mar. 31, 2024		422,533
Net loss	(976,507)			(976,507)
Ending Balance at Jun. 30, 2024	$ (12,804,787)	$ 42	$ 4,225,288	$ (17,030,117)
Ending Balance, share at Jun. 30, 2024		422,533

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (1,739,699)	$ (3,823,332)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of Sponsor Warrants liability	850,389
(Increase)/decrease in operating assets:
Prepaid expenses	(12,623)	10,797
Other receivables		271
Increase/(decrease) in operating liabilities:
Accrued expenses	60,306	3,583,821
Net cash used in operating activities	(841,627)	(228,443)
Cash flows from financing activities:
Proceeds from sales of Common Stock to Sponsor		225,680
Net cash provided by financing activities		225,680
Net change in cash and cash equivalents and cash held in segregated account	(841,627)	(2,763)
Cash and cash equivalents and cash held in segregated account-beginning of period	29,993,649	9,887
Cash and cash equivalents and cash held in segregated account-end of period	$ 29,152,022	$ 7,124

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Organization and General Pershing Square SPARC Holdings, Ltd. (the “Company”) was incorporated on November 3, 2021 in the State of Delaware and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other business combination transaction with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company’s registration statement (the “Prospectus”) for the distribution of up to 61,111,111 subscription warrants (the “SPARs”), each exercisable for two Public Shares (defined below) at a minimum exercise price of $ 10.00 per share, was declared effective by the Securities and Exchange Commission (“SEC”) on September 29, 2023 (the “Registration”) and the distribution was effective as of September 30, 2023. As of September 30, 2023, the Company recorded the full amount of SPARs, as issued and owned, with Continental Stock Transfer & Trust, as the SPAR rights agent (the “Rights Agent”) for the benefit of the Depository Trust Company (“DTC”) participants and registered owners of PSTH (defined below). The Rights Agent verified the SPARs position at each DTC participant or registered owner, and the SPAR register currently presents 60,971,299 SPARs as issued and outstanding as of June 30, 2024. The Company expects that the number of SPARs issued may vary from period to period by amounts that are not expected to be material, particularly in respect of SPARs voluntarily abandoned and forfeited in connection with the business liquidation of holders from time to time. The common shares of the surviving entity of the Business Combination, which, depending on the form the Business Combination takes, may be the Company or any entity other than the Company (the “Surviving Corporation”), are referred to as the “Public Shares”. Since the Company’s inception, all activity relates to the Company’s formation, the Registration and the search for a Business Combination from and after effectiveness of the Registration. The Company may generate non-operating income in the form of interest from proceeds obtained in connection with the private placements of the Sponsor Shares and the Sponsor Warrants (defined in Note 4). The Company has selected December 31st as its fiscal year-end. The Company’s sponsor is Pershing Square SPARC Sponsor, LLC (“Sponsor”), a Delaware limited liability company organized on November 4, 2021. The Sponsor is an affiliate of Pershing Square Capital Management, L.P. (“PSCM”), a registered investment advisor under the Investment Advisers Act of 1940, as amended. The Sponsor is wholly owned by Pershing Square Holdings, Ltd., a Guernsey company, Pershing Square, L.P., a Delaware limited partnership, and Pershing Square International, Ltd., a Cayman Islands exempted company, each of which is an investment fund managed by PSCM (collectively the “Pershing Square Funds”). The Sponsor is also an affiliate of Pershing Square Tontine Holdings, Ltd. (“PSTH”), a Delaware corporation, which was a special purpose acquisition company (“SPAC”) that did not enter into an initial business combination within the prescribed time period and redeemed all of its Class A common stock and subsequently dissolved. Board of Directors, Committees of the Board & Advisory Board The Company’s board of directors (the “Board”) is comprised of Mr. William A. Ackman, Dr. Jennifer Blouin, Ms. Kathryn Judge and Ms. Linda Rottenberg. All directors other than Mr. Ackman are independent and were appointed on September 29, 2023. Mr. Ackman is the Chairman of the Board and Chief Executive Officer. The Board established an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee. The committees are comprised solely of the independent directors of the Company. The Board also established an Advisory Board which is comprised of Ms. Lisa Gersh, Mr. Michael Ovitz and Ms. Jacqueline Dawn Reses. Financing Each SPAR will be exercisable for two Public Shares, and SPARs must be exercised in whole. Upon the Company entering into a definitive agreement with respect to a Business Combination (a “Definitive Agreement”), the Company will announce the final exercise price (the “Final Exercise Price”) of the SPARs. Following entry into the Definitive Agreement, the Company will file a registration statement (the “Business Combination Registration Statement”) that will include information regarding the proposed Business Combination, and the Company will seek to satisfy substantially all express closing conditions contained in the Definitive Agreement, other than those that can only be satisfied as of a later date (the “Disclosure Period Closing Conditions”). Following the satisfaction or waiver of the Disclosure Period Closing Conditions and the Business Combination Registration Statement becoming effective and being mailed to the holders of SPARs, holders will have 20 business days (the “SPAR Holder Election Period”) to submit an irrevocable notice of their election to purchase Public Shares (an “Election”), and to submit their exercise payment to be held in a custodial account controlled by an independent custodian (the “Custodial Account”). Following the SPAR Holder Election Period, the Company will have up to 10 business days (the “Closing Period”) to assess whether all remaining closing conditions are satisfied (the “Final Closing Conditions”) and whether to proceed with the proposed Business Combination, abandon the Business Combination, or in certain limited circumstances, extend the Closing Period to a date that is no later than 10 months from the start of the SPAR Holder Election Period. If the Final Closing Conditions are satisfied, the Business Combination will be consummated (the “Closing”) and the SPARs will automatically be exercised concurrently therewith. In certain circumstances, Elections may be revoked, and the periods may be postponed, extended or terminated, as described in the Prospectus. The Company will finance the Business Combination with proceeds from the exercise of the SPARs, a minimum of $ 1,219,425,980 if all SPARs issued and outstanding as of June 30, 2024 are exercised, and from the proceeds of the Forward Purchase Shares (defined in Note 4). The proceeds from private placement sales to the Sponsor of 422,533 shares of common stock at $ 10.00 per share (the “Common Stock”), for an aggregate purchase price of $ 4,225,330 (the “Sponsor Shares”) and the Sponsor Warrants, for an aggregate purchase price of $ 35,892,480 , will be used to fund operating expenses, with any remaining amount to be used in connection with the Business Combination. The Sponsor Shares will be identical to the Public Shares, except that they will be subject to certain transfer restrictions and have certain registration rights. Segregated Account Of the total proceeds from the sale of the Sponsor Shares and Sponsor Warrants, $ 5,001,000 was deposited in a segregated account (the “Segregated Account”) to be held as cash and will not be released until the earlier of the Closing or the Company’s liquidation. The remainder of the proceeds were placed in the Company’s operating account and held as unrestricted cash to pay for ongoing expenses (such as business, legal, accounting, and due diligence costs related to prospective acquisitions, and continuing general and administrative expenses). Custodial Account The funds received in connection with the submission of Elections will be held in a Custodial Account and will be held in cash or, at the election of the Company, invested solely in U.S. Treasury obligations (which are United States “government securities” within the meaning of Section 2 (a) (16) of the Investment Company Act) having a maturity of one hundred eighty ( 180 ) days or less or in money market funds that meet certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. The Company expects to make and announce the decision to hold the funds in cash, or such U.S. Treasury obligations or money market funds, in the Business Combination Registration Statement, based on market, legal and other factors at such time, including (i) the relative interest rates for cash accounts and such other instruments, (ii) then-existing market practice and legal and regulatory considerations with respect to custodial accounts for SPACs and other similar vehicles (including whether holding the funds in such U.S. Treasury obligations or money market funds would require the Company to register as an investment company under the Investment Company Act), (iii) the willingness of banks and other depositary institutions to hold large sums in cash in light of their regulatory and business requirements, and (iv) the Company’s assessment of the credit profile of any such bank or other depositary institution willing to hold a cash account. The proceeds from the submission of SPAR exercise payments will remain in a Custodial Account (and will not be released) until the consummation of the Business Combination for use in connection therewith or the liquidation of the Company due to the failure to consummate a Business Combination during the Closing Period (which is extendable by 10 months from the start of the SPAR Holder Election Period) (an “Early Termination”) in which event the funds held in the Custodial Account are to be returned, inclusive of interest (if any), to electing holders of the SPARs in proportion to the aggregate exercise price paid by each such holder. In no event will funds be held in the Custodial Account for longer than 10 months from the start of the SPAR Holder Election Period, which is the maximum amount of time funds may be held in the Custodial Account, and at which time the Company will be required to liquidate if the Closing has not yet occurred. In connection with the consummation of the Business Combination, all amounts held in the Custodial Account will be released to the Company. The Company will use these funds to pay all or a portion of the consideration payable to the target or owners of the target of the Business Combination and to pay other expenses associated with the Business Combination. If the Business Combination is paid for using equity or debt instruments, or not all of the funds released from the Custodial Account are used for payment of the consideration in connection with the Business Combination, the Company may apply the balance of the cash released to the Company from the Custodial Account for general corporate purposes, including maintenance or expansion of operations of post-combination businesses, the payment of principal or interest due on indebtedness incurred in completing the Business Combination, to fund the purchase of other companies or make other investments, or for working capital. The proceeds deposited in the Custodial Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of holders of the Public Shares. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the sale of the Sponsor Shares and Sponsor Warrants and from the exercise under the Forward Purchase Agreements (defined in Note 4), although substantially all proceeds are intended to be generally applied toward operating expenses in connection with identifying and consummating a Business Combination. The Company will enter into a Business Combination with a target business having a value of at least 80 % of the aggregate proceeds from the exercise of all SPARs at the Final Exercise Price, and intends to enter into a Business Combination with a target business of greater value than the proceeds available from the exercise of the SPARs. The Company may not enter into a Business Combination with another blank check or similar company. Subject to these restrictions, management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. The Business Combination may be structured in a variety of ways, including, but not limited to, a merger, capital stock exchange, asset acquisition, stock purchase, or reorganization and will be structured so that the Company is not required to register as an investment company under the Investment Company Act. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will comply with applicable requirements under Delaware law and, if and as applicable, the rules of the OTCQX marketplace of the OTC Markets Group. The Company will obtain any required stockholder approvals following the effectiveness of the Business Combination Registration Statement, at which time the Sponsor, as owner of the Sponsor Shares, will be the Company’s sole stockholder. Accordingly, the holders of SPARs will not have the opportunity to vote in favor of or against the proposed Business Combination or on any other matter submitted to a vote of stockholders. If the holders of the SPARs disapprove of the proposed transaction, their recourse will be limited to selling or choosing not to exercise their SPARs. The SPARs will expire upon the earlier of (i) an Early Termination, (ii) Closing and (iii) September 30, 2033 . If the Company is unable to complete its Business Combination and the SPARs expire, the Company, subject to the approval of the stockholders and the Company’s Board, will dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Any remaining assets of the Company will be distributed to the holders of the Sponsor Shares, which are expected to consist solely of the Sponsor in its capacity as the holder of the Sponsor Shares, subject to applicable law. Prior to the Company’s dissolution, funds held in the Custodial Account, if such event occurs, will be returned to all electing SPAR holders who have submitted payment on a pro-rata basis. All costs and expenses associated with implementing the Company’s plan of dissolution, as well as payments to any creditors, will be funded from the Company’s remaining assets, which may not be sufficient for such purpose. Holders of SPARs will have no rights to the assets nor any obligations in respect of the liabilities of the Company in the event of dissolution or bankruptcy. In the event of a liquidation, dissolution or winding up of the Company after a Business Combination, the stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares having preference over the Company’s Common Stock, if any. Stockholders have no preemptive or other rights. There are no sinking fund provisions applicable to the Common Stock or the Public Shares.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. The financial information provided is unaudited. In the opinion of management, the accompanying financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the Company’s financial position, operating results and cash flows for the periods presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full year period or for any future periods and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on March 20, 2024, which contains the audited financial statements and notes thereto. In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has sufficient liquidity to meet its current obligations and adequate resources to continue in operational existence for a minimum of one year from the date of issuance of these financial statements. Therefore, the Company has adopted the going concern basis in preparing the financial statements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has not elected to opt out of such extended transition period. This may make comparison of the Company’s financial statements with those of another public company difficult or impossible if such other public company is (i) not an emerging growth company or (ii) is an emerging growth company that has opted out of using the extended transition period, due to the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalent accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. When the fair value of financial instruments recorded in the balance sheets cannot be derived from active markets, their fair value is determined by the Company’s management using prices obtained from an independent third-party valuation firm. The independent third-party valuation firm utilizes proprietary models to determine fair value. Refer to Note 6 for the significant unobservable inputs used in the valuation of Level 3 investments. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods, as well as disclosure of any contingent assets and liabilities as of the date of the financial statements. 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. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. As of June 30, 2024, the Company’s cash and cash equivalents balance was $ 29,152,022 (December 31, 2023: $ 29,993,649 ) comprised of $ 24,151,022 (December 31, 2023: $ 24,992,649 ) of cash in the Company’s operating account and $ 5,001,000 (December 31, 2023: $ 5,001,000 ) of cash in the Segregated Account. Advisor Warrants Liability The Advisor Warrants (defined in Note 4) were issued at no cost to the Company’s advisory board members. Accordingly, the Company accounts for the Advisor Warrants under ASC 718— Stock compensation (“ASC 718”) as the instruments were issued in connection with services provided towards the Company’s operations and potential Business Combination by the advisory board. The Advisor Warrants have a settlement feature whereby the Company or the Sponsor has the option to purchase the warrant from the holder upon the termination of their services for $ 1,000,000 . See Note 4 for further details. The settlement feature results in liability classification at the Advisor Warrants repurchase price on grant date under ASC 718, stock-based compensation associated with equity-classified awards. Upon the consummation of the Business Combination (or vesting date), the outstanding liability will be measured at fair value. Sponsor Warrants Liability The Company accounts for the Sponsor Warrants (defined in Note 4) pursuant to applicable guidance in ASC 480— Distinguishing liabilities from equity (“ASC 480”), and ASC 815-40— Contracts in an entity’s own equity (“ASC 815-40”), under which the Sponsor Warrants do not meet the criteria for equity treatment because the number of underlying Public Shares for which the Sponsor Warrants are exercisable is dependent upon the number of Public Shares outstanding immediately following consummation of the Business Combination along with the amount of funds raised in connection therewith. Accordingly, the Sponsor Warrants’ fair value at initial measurement, was recorded as a derivative liability, and subsequent changes in fair value will be reflected on the statement of operations at each reporting period. The fair value of the Sponsor Warrants is measured using a Black-Scholes option pricing model and the Sponsor Warrants’ classification will be re-assessed at the end of each reporting period. SPARs and Forward Purchase Agreement Liabilities The Company accounts for the SPARs and the Forward Purchase Agreements (defined in Note 4) in accordance with the guidance contained in ASC 480 and ASC 815-40. Under this guidance, the Company has determined that the SPARs and the Forward Purchase Agreements do not meet the criteria for equity treatment and will be recorded as derivative liabilities. Upon issuance, the Company recorded the initial fair value of the SPARs and Forward Purchase Agreements as expenses because such instruments were distributed to parties other than shareholders and accordingly may not be recognized as dividends under ASC 505, Equity . These liabilities will subsequently be measured at fair value with changes in fair value reflected on the statement of operations at each reporting period. The classification of these instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. Sponsor Shares The Company accounts for the Sponsor Shares under equity treatment applicable to outstanding shares upon issuance under ASC 480 and ASC 815-40. Net Income/(Loss) per Common Share Net income/(loss) per share of Common Stock is computed by dividing net income/(loss) by the weighted average number of shares of Common Stock outstanding during the period, plus, to the extent dilutive, the incremental number of shares of Common Stock to settle the SPARs, the Forward Purchase Agreements, the Sponsor Warrants and the Advisor Warrants, as calculated using the treasury stock method. As of June 30, 2024, the SPARs and Forward Purchase Agreements are anti-dilutive to the Company as the underlying securities from their exercise are the Public Shares of the Surviving Corporation. Additionally, the exercise of the Advisor Warrants and the Sponsor Warrants is contingent upon the occurrence of future events that have not been met as of June 30, 2024 , and therefore the Company has not considered the effect of the Advisor Warrants and Sponsor Warrants on net loss per Common Share for the periods presented. As a result, diluted income/(loss) per share of Common Stock is the same as basic income/(loss) per share of Common Stock for the respective reporting periods. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the carrying value of existing assets and liabilities on the balance sheet and their respective tax bases and tax losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 provides guidance for the recognition and measurement of tax positions 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. As of June 30, 2024, the Company recorded a full valuation allowance against the deferred tax assets associated with the net loss recorded for the period from November 3, 2021 (inception) through June 30, 2024. For the three months ended June 30, 2024 , the effective tax rate was 0 %. The effective tax rate differs from the statutory rate due to non-deductible fair value adjustments of warrants and the change in valuation allowance for start-up costs and net operating losses. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s financial statements.

Registration

Registration	6 Months Ended
	Jun. 30, 2024
Registration Of Securities [Abstract]
Registration	Note 3—Registration SPARs and Public Shares Pursuant to the Prospectus, the Company distributed the SPARs as discussed in Note 1, at no cost, to the holders of record of PSTH’s Class A common stock and distributable redeemable warrants. The SPARs were issued pursuant to a SPAR Rights Agreement between the Company and the SPAR Rights Agent. The Company intends that the SPARs will be quoted on the OTCQX marketplace of the OTC Markets Group beginning at the SPAR Holder Election Period. The Public Shares will be issued in connection with the Closing. Depending on the form that the Business Combination takes, the Public Shares may be issued as shares of the Surviving Corporation. No fractional SPARs or Public Shares have been or will be issued, a SPAR cannot be exercised in part, and only whole SPARs and Public Shares will trade. The Company intends to issue up to 121,942,598 Public Shares in respect of SPARs issued and outstanding as of June 30, 2024 that will generate aggregate proceeds of a minimum of $ 1,219,425,980 if all such SPARs are exercised.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Sponsor Shares Since the Company’s inception through June 30, 2024 , the Sponsor acquired 422,533 Sponsor Shares, at an aggregate price of $ 4,225,330 , or $ 10.00 per Sponsor Share. In the event that the Final Exercise Price is higher than the minimum exercise price of $ 10.00 , the Company will carry out a reverse stock split of the Sponsor Shares such that the effective per-share purchase price of the Sponsor Shares is equal to the Final Exercise Price. The Sponsor Shares are subject to transfer restrictions pursuant to the subscription agreement between the Company and the Sponsor, which provides that such shares are not transferable or salable unless (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Sponsor Shares proposed to be transferred is then effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable securities laws. Sponsor Warrants On July 28, 2023, the Company sold warrants to the Sponsor (the “Sponsor Warrants”) for an aggregate price of $ 35,892,480 in a private placement, of which $ 5,001,000 was deposited into the Segregated Account. The transaction price of the Sponsor Warrants was determined by the Company, in consultation with a third-party, nationally recognized valuation firm, based on its fair value as of the previous month-end. The Sponsor Warrants are exercisable, in the aggregate, for up to 4.95 % of the Public Shares that are outstanding as of the time immediately following the consummation of the Business Combination, on a fully diluted basis (including without limitation Public Shares issued upon exercise of the SPARs, Public Shares issued pursuant to the Forward Purchase Agreements, Public Shares issued to the target business or its shareholders and Public Shares issuable upon the exercise of Sponsor and Advisor Warrants or the conversion or exercise of then-outstanding securities of the Surviving Corporation, whether or not convertible or exercisable at such time). The Company refers to the number of Public Shares into which the Sponsor Warrants are exercisable as the “Reference Shares.” The actual percentage of the Public Shares on a fully diluted basis into which the Sponsor Warrants are exercisable will depend on the amount of funds raised by the exercise of SPARs at the closing of the Business Combination and the amount of the Additional Forward Purchase, if any, made by the Additional Forward Purchaser, and will be calculated by multiplying 4.95 % by a fraction (the “Proration Fraction”), (i) the numerator of which is the sum of (A) the amount of funds raised by the exercise of SPARs at the closing of the Business Combination and (B) the amount of the Additional Forward Purchase, if any, funded by the Additional Forward Purchaser at the closing of the Business Combination (including, for the avoidance of doubt, pursuant to the Second Tranche Additional Forward Purchase) and (ii) the denominator of which is the amount of funds that would have been raised at the Final Exercise Price if all SPARs issued and outstanding immediately prior to the start of the SPAR Holder Election Period had been exercised at the closing of the Business Combination, excluding for the avoidance of doubt the amount of the Additional Forward Purchase (i.e., at the Minimum Exercise Price, and assuming all 60,971,299 SPARs as of June 30, 2024 are issued and outstanding immediately prior to the start of the SPAR Holder Election Period, the denominator will be $ 1,219,425,980 ). Because the Additional Forward Purchaser may exercise the Second Tranche Additional Forward Purchase at its election after the SPAR Holder Election Period as described above, the Additional Forward Purchaser (which, like the Sponsor, is an affiliate of PSCM) has the ability to prevent the Proration Fraction from being reduced to less than 1.0. In no event, however, will the Proration Fraction exceed 1.0 ; accordingly, under no circumstance will the Sponsor Warrants be exercisable, in the aggregate, for in excess of 4.95 % of the Public Shares that are outstanding as of the time immediately following the consummation of the Business Combination, on a fully diluted basis (the “Proration”). The Sponsor Warrants are exercisable at any time after the three-year anniversary, and on or prior to the 10-year anniversary, of the Business Combination and have an exercise price equal to 120% of the Final Exercise Price (the “Reference Price”). The Sponsor Warrants may be exercised on a cashless basis, with the number of Public Shares to be issued upon exercise calculated as the number of Reference Shares, multiplied by (x) the “fair market value” of a Public Share in excess of the Reference Price, divided by (y) the fair market value of a Public Share. As used above, “fair market value” refers to the volume-weighted average trading price of a Public Share over the 10 consecutive trading days ending on the third trading day prior to a notice of exercise being sent. The Sponsor Warrants and the Public Shares issuable upon exercise of the Sponsor Warrants will generally not be saleable or transferable until three years after the consummation of the Business Combination (except to certain permitted transferees) and are subject to certain adjustments and registration rights. The Sponsor Warrants will expire on the date that is 10 years from the consummation of the Business Combination. The Sponsor Warrants may be exercised in whole or in part and will not be subject to redemption. Advisor Warrants On September 29, 2023, the Company issued warrants at no cost to the Company’s advisory board members (the “Advisor Warrants”). The Advisor Warrants are identical to the Sponsor Warrants, including with respect to the Proration, transfer restrictions and registration rights, except that the Advisor Warrants (i) will be exercisable, in the aggregate, for up to approximately 0.154 % of the Public Shares that are outstanding as of the time immediately following the consummation of the Business Combination, on a fully diluted basis and (ii) will expressly provide that if the percentage of Public Shares into which the Sponsor Warrants are exercisable is reduced for any reason, the percentage of Public Shares into which the Advisor Warrants are exercisable will be reduced proportionally. In addition, in the event an advisory board member resigns for any reason prior to the Business Combination and at a time when the Company is not subject to a letter of intent (or a Definitive Agreement) with respect to its Business Combination, the Company or the Sponsor will be entitled, at its election, to repurchase in full such advisory board member’s Advisor Warrants. The repurchase price in each case will be $ 1,000,000 with respect to each advisory board member, or $ 3,000,000 in the aggregate. The repurchase right may be assigned or transferred to one of the Company’s affiliates and must be exercised, if at all, by the date that is the later of (i) the two-year anniversary of the date on which the SPARs were first distributed pursuant to the Prospectus and (ii) 60 days after the effective date of such advisory board member’s resignation. In the event the Company (or an affiliate) does not exercise the repurchase right by such time, the resigning advisory board member will retain the Advisor Warrants. The repurchase price of the Advisor Warrants was established by the Sponsor in its discretion and was not intended to, and may not, represent the fair market value of the Advisor Warrants as of the time of issuance or any time of potential repurchase. The repurchase price and other terms of the Advisor Warrants were established in order to attract what the Company believes are highly experienced and capable advisory board members, and were based on the significant time commitment expected of an advisory board member, including with respect to assisting the Company in identifying potential Business Combination candidates, the novel nature of the Company in the public market and the risks and responsibilities attendant to untested public vehicles, the potential 10-year term of the Company, the skill, expertise and business contacts of the advisory board members, and the value of the advisory board members’ respective time in light of their experience and other professional responsibilities. The repurchase price was also established at a price the Company believes will likely be a substantial discount to the fair value of the Advisor Warrants immediately after the Business Combination, which the Company believes incentivizes the advisory board members to remain on the board over time. In the event an advisory board member elects to resign during the time periods described above, the Company currently anticipates that it or the Sponsor will likely exercise its repurchase right (assuming the Company or the Sponsor, as applicable, believed that the repurchase price was less than the then fair value of the Advisor Warrants as of such time), and contemplates that any such repurchase would reasonably compensate such an advisory board member for their service on the board. The repurchase was structured as the Company’s repurchase right (and not the Company’s obligation) to permit the Company to decide, at the time of any advisory board member resignation, whether or not the exercise of the repurchase right is advantageous to the Company in light of market and other conditions then applicable to the Company. As discussed in Note 2, the Advisor Warrants have a settlement feature that results in liability classification as the Advisor Warrants repurchase price on the grant date under ASC 718 and upon the consummation of the Business Combination (or vesting date) will be measured at fair value. The Advisor Warrants were granted to the advisory board members on September 29, 2023 and as a result the Company recorded compensation expense of $ 3,000,000 and a corresponding Advisor Warrants liability of $ 3,000,000 . Forward Purchase Agreements On September 29, 2023, the Pershing Square Funds (the “Committed Forward Purchasers”) and PS SPARC I Master, L.P., a Cayman Islands limited partnership managed by PSCM (the “Additional Forward Purchaser” and together with the Committed Forward Purchasers, the “Forward Purchasers”) entered into the forward purchase agreements (the “Forward Purchase Agreements”), pursuant to which an aggregate amount of $ 3.5 billion of Public Shares may be purchased. The amount that the Committed Forward Purchasers will be obligated to buy will equal $ 250 million at a Final Exercise Price of $ 10.00 , and will be a proportionately greater amount at a higher Final Exercise Price, up to $ 1.0 billion at a Final Exercise Price of $ 40.00 per share or greater (the “Committed Forward Purchase Shares”). The Additional Forward Purchaser will have the right, but not the obligation, to purchase (the “Additional Forward Purchase”), at the Final Exercise Price, the remainder of the $ 3.5 billion of Forward Purchase Shares (the “Additional Forward Purchase Shares” and together with the Committed Forward Purchase Shares, the “Forward Purchase Shares”) that is not allocated to the Committed Forward Purchasers (such amount, the “Aggregate Additional Forward Purchase Amount”). The Additional Forward Purchaser may exercise the Additional Forward Purchase, at its election, in one or two tranches (each, the “First Tranche Additional Forward Purchase” and the “Second Tranche Additional Forward Purchase”, respectively), each of which would be effectuated, at the Final Exercise Price, at the time of the consummation of the Business Combination; provided that in no event will the number of Public Shares purchased pursuant to the First Tranche Additional Forward Purchase and the Second Tranche Additional Forward Purchase collectively exceed the quotient of (i) the Aggregate Additional Forward Purchase Amount divided by (ii) the Final Exercise Price (the “Maximum Additional Forward Purchase”). The Additional Forward Purchaser will have the right, but not the obligation, to commit to purchase the First Tranche Additional Forward Purchase, in an amount up to the Maximum Additional Forward Purchase, by written notice to the Company no later than five business days prior to the execution of the Definitive Agreement. In the event that (i) the First Tranche Additional Forward Purchase is less than the Maximum Additional Forward Purchase and (ii) all SPARs issued and outstanding immediately prior to the commencement of the SPAR Holder Election Period are not elected to be exercised as of the end of the SPAR Holder Election Period, then the Company shall promptly notify the Additional Forward Purchaser of the number of such issued and outstanding SPARs that were not elected to be exercised (the “Unexercised SPARs”). The Additional Forward Purchaser will have the right, but not the obligation, to commit to purchase the Second Tranche Additional Forward Purchase no later than five business days after such notice, the Public Shares equal to the product of (i) two and (ii) the number of Unexercised SPARs at the Final Exercise Price. The Committed Forward Purchasers’ obligation to purchase the Committed Forward Purchase Shares may be allocated among the Committed Forward Purchasers from time to time, but may not be transferred to any third parties. The Additional Forward Purchaser’s right to purchase the Additional Forward Purchase Shares may be transferred, in whole or in part, to any entity that is managed by PSCM (“Affiliate Transferee”), but not to third parties. The Forward Purchase Shares will be subject to transfer restrictions pursuant to lock-up provisions that are set forth in the Forward Purchase Agreements. These lock-up provisions will provide that such shares are not transferable or salable until the earlier of (i) 180 days after the completion of the Business Combination or (ii) subsequent to the Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property, except in the case of the Forward Purchasers and their permitted transferees, (a) to any Affiliate Transferee or (b) in the event of the Company’s liquidation prior to the completion of the Business Combination. However, in the case of each of clauses (a) and (b), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions, and the other restrictions contained in the applicable purchase agreement and by the same agreements entered into by the purchasers of the Forward Purchase Shares with respect to such securities. Registration Rights Agreement On September 29, 2023, the Company entered into a registration rights agreement with the Sponsor, the Forward Purchasers and the advisory board members, pursuant to which the Company is required to use commercially reasonable efforts to file a registration statement within 120 days of the Business Combination, and use best efforts to cause such registration statement to be declared effective as soon as practicable (but in no event later than 60 days) thereafter, providing for the resale, under Rule 415 of the Securities Act, of (i) the Sponsor Shares, (ii) the Public Shares issuable upon exercise of the Sponsor Warrants, (iii) the Public Shares issuable upon exercise of the Advisor Warrants, (iv) the Public Shares issued pursuant to the Forward Purchase Agreements and (v) any other shares of the Company that the parties to the Registration Rights Agreement have purchased on the open market, subject to certain conditions as provided in the Registration Rights Agreement. The parties to the Registration Rights Agreement, and their permitted transferees, are entitled to make up to 10 demands that the Company registers these securities, and will have certain “piggyback rights” with respect to other registration statements filed by the Company. The post-combination business will bear the expenses incurred in connection with the filing of any registration statements. Directors ’ Compensation Immediately after the effectiveness of the Registration, the Company appointed three independent directors to the Board. The independent directors will receive annual compensation of $ 275,000 for their service as an independent director, and an additional $ 25,000 in connection with their service as a committee chair, payable quarterly. Their annual compensation is recorded under compensation expense in the statements of operations and will be reviewed by the Company’s compensation committee on an annual basis. Mr. Ackman does not receive any compensation from the Company in either his capacity as a director or as an officer. The directors and officers, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket expenses incurred in connection with activities on behalf of the Company such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of those expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on behalf of the Company.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2024
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 5—Stockholders’ Equity Common Stock The third amended and restated certificate of incorporation of the Company dated September 29, 2023, authorizes the issuance of up to 3,000,000,000 shares of Common Stock, par value $ 0.0001 per share. As of June 30, 2024 and December 31, 2023, there were 422,533 shares of Common Stock issued and outstanding, all of which were held by the Sponsor and defined as the Sponsor Shares. Preferred Shares The third amended and restated certificate of incorporation of the Company dated September 29, 2023, authorizes the issuance of up to 1,000,000 preferred shares, par value $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board. At June 30, 2024 and December 31, 2023 , there were no preferred shares issued and outstanding.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 6—Fair Value Measurements Fair Value Hierarchy The Company measures fair value of financial instruments in accordance with ASC 820. As of June 30, 2024 and December 31, 2023, the fair value of the Company’s financial assets and liabilities approximates the carrying amounts represented on the balance sheets. ASC 820 establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The level within which the fair value measurement is categorized is determined on the basis of the lowest level input that is significant to the fair value measurement. The following fair value hierarchy is used to classify assets and liabilities based on the observable and unobservable inputs used to value the assets and liabilities: Level 1: Inputs are unadjusted quoted prices in active markets. Level 2: Inputs (other than quoted prices included in Level 1) are obtained directly or indirectly from observable market data at the measurement date. Level 3: Inputs, including significant unobservable inputs, reflect the Company’s best estimate of what market participants would use in pricing the assets and liabilities at the measurement date. Fair Value Measurement of Assets and Liabilities The following table presents the Company’s liabilities at fair value and its fair value hierarchy . Description Level As of As of Liabilities: Sponsor Warrants 3 $ 38,144,423 $ 37,294,034 SPARs 3 — — Forward Purchase Agreements 3 — — Level 3 Transfers There were no transfers into or out of Level 3 fair value measurements since the last financial statement reporting date. Level 3 Reconciliation The following table presents the change in fair value of the Company’s Level 3 financial instruments for the six months ended June 30, 2024. The Company’s management employed an independent third-party valuation firm to conduct valuations for the Sponsor Warrants, the SPARs and the Forward Purchase Agreements. The independent third-party valuation firm provided the Company’s management with a written report documenting their recommended valuations as of the determination date. Description As of Change in As of Sponsor Warrants $ 37,294,034 $ 850,389 $ 38,144,423 SPARs — — — Forward Purchase Agreements — — — Total $ 37,294,034 $ 850,389 $ 38,144,423 As discussed in Note 2, the Sponsor Warrants were accounted for as a liability. At June 30, 2024 and December 31, 2023, the fair value of the Sponsor Warrants was estimated using a Black-Scholes option pricing model. At each reporting period the Company re-evaluates the inputs utilized in the Black-Scholes option pricing model to measure the fair value of the Sponsor Warrants, with changes in fair value reflected on the statements of operations. The SPARs and Forward Purchase Agreements were accounted for as liabilities and their fair values were determined based on a number of factors embedded in the instruments, mainly that no active trading market exists for either instrument and it is likely that the Final Exercise Price of the SPARs will be set at a price that equates to its fair value. As a result, the fair values of the SPARs and Forward Purchase Agreements liabilities will likely remain unchanged until the SPARs are quoted on the OTCQX marketplace of the OTC Markets Group beginning at the SPAR Holder Election Period. The Company continues to re-evaluate its assumptions and significant estimates on these financial instruments at each reporting period when the financial statements are prepared. Existing circumstances and assumptions about future developments may change due to market changes or as the Company approaches a Definitive Agreement towards a Business Combination.  Level 3 Quantitative Information of Significant Unobservable Inputs The significant unobservable inputs used in determining the fair value of the Sponsor Warrants associated with the liability are listed below. Sponsor Warrants As of As of Volatility 25 % 25 % Probability of Not Completing a Deal 30 % 30 % Expected Time to Complete a Deal (in years) 4.6 4.9 Probability of Warrant Renegotiation 30 % 30 % Estimated Target Equity Value $ 4.5 billion $ 4.5 billion The Sponsor Warrants’ significant unobservable inputs include: (i) Volatility, (ii) Probability of Not Completing a Deal, (iii) Expected Time to Complete a Deal, (iv) Probability of Warrant Renegotiation and (v) Estimated Target Equity Value. The volatility reflects the anticipated implied volatility of the potential target company from the Company’s Business Combination over the Sponsor Warrants’ 10 -year term. The Probability of Not Completing a Deal relates to the Company’s deadline to complete its Business Combination by the expiration of the Sponsor Warrants’ term. The Expected Time to Complete a Deal considers the Company’s timeframe to consummate a Business Combination with all necessary shareholder and Board approvals to be the midpoint of the remaining time of the 10 -year deadline. The Probability of Warrant Renegotiation is a discount based on the probability that the Sponsor Warrants will be restructured at the time of the Company’s Business Combination. The discount of 30 % is representative of the average of sponsor incentive restructurings and founder stock forfeitures in completed blank check company transactions. The Estimated Target Equity Value is the Company’s assumption of the total equity capital of the entity following its Business Combination. This assumption factors in the Company’s available capital at the time of the deal which is the estimated proceeds from the exercise of the SPARs and the Forward Purchase Agreements, and applies a multiplier to the Company’s available capital based on its observation of the median multiple between historical blank check companies’ available capital and the equity value of their eventual merger targets.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 7—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the June 30, 2024 balance sheet date up to the date that the financial statements were issued. Based upon this evaluation, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. The financial information provided is unaudited. In the opinion of management, the accompanying financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the Company’s financial position, operating results and cash flows for the periods presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full year period or for any future periods and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on March 20, 2024, which contains the audited financial statements and notes thereto. In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has sufficient liquidity to meet its current obligations and adequate resources to continue in operational existence for a minimum of one year from the date of issuance of these financial statements. Therefore, the Company has adopted the going concern basis in preparing the financial statements.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has not elected to opt out of such extended transition period. This may make comparison of the Company’s financial statements with those of another public company difficult or impossible if such other public company is (i) not an emerging growth company or (ii) is an emerging growth company that has opted out of using the extended transition period, due to the potential differences in accounting standards used.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalent accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. When the fair value of financial instruments recorded in the balance sheets cannot be derived from active markets, their fair value is determined by the Company’s management using prices obtained from an independent third-party valuation firm. The independent third-party valuation firm utilizes proprietary models to determine fair value. Refer to Note 6 for the significant unobservable inputs used in the valuation of Level 3 investments.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods, as well as disclosure of any contingent assets and liabilities as of the date of the financial statements. 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. Accordingly, the actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. As of June 30, 2024, the Company’s cash and cash equivalents balance was $ 29,152,022 (December 31, 2023: $ 29,993,649 ) comprised of $ 24,151,022 (December 31, 2023: $ 24,992,649 ) of cash in the Company’s operating account and $ 5,001,000 (December 31, 2023: $ 5,001,000 ) of cash in the Segregated Account.
Advisor Warrants Liability	Advisor Warrants Liability The Advisor Warrants (defined in Note 4) were issued at no cost to the Company’s advisory board members. Accordingly, the Company accounts for the Advisor Warrants under ASC 718— Stock compensation (“ASC 718”) as the instruments were issued in connection with services provided towards the Company’s operations and potential Business Combination by the advisory board. The Advisor Warrants have a settlement feature whereby the Company or the Sponsor has the option to purchase the warrant from the holder upon the termination of their services for $ 1,000,000 . See Note 4 for further details. The settlement feature results in liability classification at the Advisor Warrants repurchase price on grant date under ASC 718, stock-based compensation associated with equity-classified awards. Upon the consummation of the Business Combination (or vesting date), the outstanding liability will be measured at fair value.
Sponsor Warrants Liability	Sponsor Warrants Liability The Company accounts for the Sponsor Warrants (defined in Note 4) pursuant to applicable guidance in ASC 480— Distinguishing liabilities from equity (“ASC 480”), and ASC 815-40— Contracts in an entity’s own equity (“ASC 815-40”), under which the Sponsor Warrants do not meet the criteria for equity treatment because the number of underlying Public Shares for which the Sponsor Warrants are exercisable is dependent upon the number of Public Shares outstanding immediately following consummation of the Business Combination along with the amount of funds raised in connection therewith. Accordingly, the Sponsor Warrants’ fair value at initial measurement, was recorded as a derivative liability, and subsequent changes in fair value will be reflected on the statement of operations at each reporting period. The fair value of the Sponsor Warrants is measured using a Black-Scholes option pricing model and the Sponsor Warrants’ classification will be re-assessed at the end of each reporting period.
SPARs and Forward Purchase Agreement Liabilities	SPARs and Forward Purchase Agreement Liabilities The Company accounts for the SPARs and the Forward Purchase Agreements (defined in Note 4) in accordance with the guidance contained in ASC 480 and ASC 815-40. Under this guidance, the Company has determined that the SPARs and the Forward Purchase Agreements do not meet the criteria for equity treatment and will be recorded as derivative liabilities. Upon issuance, the Company recorded the initial fair value of the SPARs and Forward Purchase Agreements as expenses because such instruments were distributed to parties other than shareholders and accordingly may not be recognized as dividends under ASC 505, Equity . These liabilities will subsequently be measured at fair value with changes in fair value reflected on the statement of operations at each reporting period. The classification of these instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period.
Sponsor Shares	Sponsor Shares The Company accounts for the Sponsor Shares under equity treatment applicable to outstanding shares upon issuance under ASC 480 and ASC 815-40.
Net Income/(Loss) per Common Share	Net Income/(Loss) per Common Share Net income/(loss) per share of Common Stock is computed by dividing net income/(loss) by the weighted average number of shares of Common Stock outstanding during the period, plus, to the extent dilutive, the incremental number of shares of Common Stock to settle the SPARs, the Forward Purchase Agreements, the Sponsor Warrants and the Advisor Warrants, as calculated using the treasury stock method. As of June 30, 2024, the SPARs and Forward Purchase Agreements are anti-dilutive to the Company as the underlying securities from their exercise are the Public Shares of the Surviving Corporation. Additionally, the exercise of the Advisor Warrants and the Sponsor Warrants is contingent upon the occurrence of future events that have not been met as of June 30, 2024 , and therefore the Company has not considered the effect of the Advisor Warrants and Sponsor Warrants on net loss per Common Share for the periods presented. As a result, diluted income/(loss) per share of Common Stock is the same as basic income/(loss) per share of Common Stock for the respective reporting periods.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the carrying value of existing assets and liabilities on the balance sheet and their respective tax bases and tax losses carried forward. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 provides guidance for the recognition and measurement of tax positions 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. As of June 30, 2024, the Company recorded a full valuation allowance against the deferred tax assets associated with the net loss recorded for the period from November 3, 2021 (inception) through June 30, 2024. For the three months ended June 30, 2024 , the effective tax rate was 0 %. The effective tax rate differs from the statutory rate due to non-deductible fair value adjustments of warrants and the change in valuation allowance for start-up costs and net operating losses.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s financial statements.

Fair Value Measurements - (Tabl

Fair Value Measurements - (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Summary of Company's Liabilities at Fair Value and its Fair Value Hierarchy	The following table presents the Company’s liabilities at fair value and its fair value hierarchy . Description Level As of As of Liabilities: Sponsor Warrants 3 $ 38,144,423 $ 37,294,034 SPARs 3 — — Forward Purchase Agreements 3 — —
Summary of Fair Value, Liabilities Measured on Recurring Basis and Unobservable Input Reconciliation	Description As of Change in As of Sponsor Warrants $ 37,294,034 $ 850,389 $ 38,144,423 SPARs — — — Forward Purchase Agreements — — — Total $ 37,294,034 $ 850,389 $ 38,144,423
Summary of Fair Value of the Sponsor Warrants Associated with the Liability	The significant unobservable inputs used in determining the fair value of the Sponsor Warrants associated with the liability are listed below. Sponsor Warrants As of As of Volatility 25 % 25 % Probability of Not Completing a Deal 30 % 30 % Expected Time to Complete a Deal (in years) 4.6 4.9 Probability of Warrant Renegotiation 30 % 30 % Estimated Target Equity Value $ 4.5 billion $ 4.5 billion

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Sep. 29, 2023
Nature Of Operations [Line Items]
Date of incorporation		Nov. 03, 2021
Common stock shares outstanding	422,533	422,533	422,533
Restricted cash and cash equivalents non current	$ 5,001,000	$ 5,001,000	$ 5,001,000
Restricted investments term minimum	180 days
Restricted investments term maximum	10 months
Class of warrants or rights expiry date	Sep. 30, 2033	Sep. 30, 2033
Sponsor [Member]
Nature Of Operations [Line Items]
Common stock shares outstanding	422,533	422,533
Sale of stock issue price per share	$ 10	$ 10
Common Stock Including Additional Paid in Capital [Member] | Sponsor [Member]
Nature Of Operations [Line Items]
Common stock value outstanding	$ 4,225,330	$ 4,225,330
Special Purpose Acquisition Rights [Member]
Nature Of Operations [Line Items]
Class of warrants or rights outstanding	60,971,299	60,971,299
Class of warrants or rights issued	60,971,299	60,971,299
Time limit given to the holders of warrants for subscribing to the common stock	20 days
Time limit for the company to decide about the business combination after election by warrant holders	10 days
Time limit for the company to decide about the business combination after election by warrant holders maximum	10 months
Business value of the target company as a percentage of aggregate proceeds from the exercise of warrants		80%
Special Purpose Acquisition Rights [Member] | Former Security Holders Of PSTH [Member]
Nature Of Operations [Line Items]
Class of warrants or rights number of shares covered by each warrant or right	2	2
Special Purpose Acquisition Rights [Member] | Registration Declared Effective By Securities Exchange Commission [Member]
Nature Of Operations [Line Items]
Class of warrants or rights eligible to be issued				61,111,111
Class of warrants or rights number of shares covered by each warrant or right				2
Class of warrants or rights exercise price of warrants or rights				$ 10
Sponsor Warrants [Member]
Nature Of Operations [Line Items]
Warrants and rights outstanding	$ 38,144,423	$ 38,144,423	$ 37,294,034
Sponsor Warrants [Member] | Sponsor [Member]
Nature Of Operations [Line Items]
Proceeds from the issue of warrants		35,892,480
Restricted cash and cash equivalents non current	$ 5,001,000	5,001,000
Special Purpose Acquisition Rights For The Issue Of Public Shares [Member]
Nature Of Operations [Line Items]
Estimated minimum proceeds from exercise of warrants		$ 1,219,425,980

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Line Items]
Cash insured with federal deposit insurance corporation	$ 250,000	$ 250,000
Cash and cash equivalents and restricted cash and cash equivalents	29,152,022	29,993,649	$ 7,124	$ 9,887
Cash and cash equivalents current	24,151,022	24,992,649
Restricted cash and cash equivalents non current	$ 5,001,000	5,001,000
Effective tax rate	0%
Advisor Warrants [Member]
Accounting Policies [Line Items]
Amount payable on termination	$ 1,000,000	$ 1,000,000

Registration - Additional Infor

Registration - Additional Information (Detail) - Special Purpose Acquisition Rights For The Issue Of Public Shares [Member]	6 Months Ended
	Jun. 30, 2024 USD ($) shares
Registration Of Securities [Line Items]
Sale of Stock Shares | shares	121,942,598
Estimated minimum proceeds from exercise of warrants | $	$ 1,219,425,980

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)		3 Months Ended	6 Months Ended	32 Months Ended
	Sep. 29, 2023 USD ($) Demands	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)
Related Party Transaction [Line Items]
Stock issued during the period value for services		$ 225,680
Restricted cash and cash equivalents non current			$ 5,001,000	$ 5,001,000	$ 5,001,000
Warrants or rights outstanding term			10 years	10 years
Forward purchase agreements value			$ 3,500,000,000	$ 3,500,000,000
Committed Forward Purchase [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Forward purchase agreements value			250,000,000	250,000,000
Committed Forward Purchase [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Forward purchase agreements value			$ 1,000,000,000	$ 1,000,000,000
Forward Purchase Agreement [Member] | Committed Forward Purchase [Member]
Related Party Transaction [Line Items]
Lock in period of shares issued from the date of consummation of business combination	180 days
Forward Purchase Agreement [Member] | Committed Forward Purchase [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Class of warrants or rights exercise price per share | $ / shares			$ 10	$ 10
Forward Purchase Agreement [Member] | Committed Forward Purchase [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Class of warrants or rights exercise price per share | $ / shares			$ 40	$ 40
Independent Director One [Member] | Compensation To Independent Director [Member]
Related Party Transaction [Line Items]
Annual compensation payable			$ 275,000	$ 275,000
Sitting fee payable			25,000	25,000
Independent Director Two [Member] | Compensation To Independent Director [Member]
Related Party Transaction [Line Items]
Annual compensation payable			275,000	275,000
Sitting fee payable			25,000	25,000
Independent Director Three [Member] | Compensation To Independent Director [Member]
Related Party Transaction [Line Items]
Annual compensation payable			275,000	275,000
Sitting fee payable			25,000	25,000
Sponsor Warrants [Member]
Related Party Transaction [Line Items]
Warrants and rights outstanding			$ 38,144,423	$ 38,144,423	37,294,034
Special Purpose Acquisition Rights [Member]
Related Party Transaction [Line Items]
Estimated warrants outstanding for calculation purpose | shares			60,971,299	60,971,299
Estimated warrants value outstanding for calculation purpose			$ 1,219,425,980	$ 1,219,425,980
Proration fraction maximum			1	1
Advisory Warrants [Member]
Related Party Transaction [Line Items]
Warrants and rights outstanding			$ 3,000,000	$ 3,000,000	$ 3,000,000
Advisory Warrants [Member] | Advisory Board [Member]
Related Party Transaction [Line Items]
Class of warrants or rights issued during the period value	$ 0
Percentage of public shares outstanding for which the shall be exercisable	0.154%
Amount payable on the contingent repurchase of warrants			3,000,000	3,000,000
Initial period for which the company may function upto its capability	10 years
Compensation expense warrants			3,000,000
Warrants and rights outstanding			3,000,000	3,000,000
Advisory Warrants [Member] | Advisory Board [Member] | Advisory Board Member One [Member]
Related Party Transaction [Line Items]
Amount payable on the contingent repurchase of warrants			1,000,000	1,000,000
Period within which the warrants shall be exercisable from the date of distribution of related warrants	2 years
Period within which the warrants shall be exercisable from the date of resignation	60 days
Advisory Warrants [Member] | Advisory Board [Member] | Advisory Board Member Two [Member]
Related Party Transaction [Line Items]
Amount payable on the contingent repurchase of warrants			1,000,000	1,000,000
Period within which the warrants shall be exercisable from the date of distribution of related warrants	2 years
Period within which the warrants shall be exercisable from the date of resignation	60 days
Advisory Warrants [Member] | Advisory Board [Member] | Advisory Board Member Three [Member]
Related Party Transaction [Line Items]
Amount payable on the contingent repurchase of warrants			$ 1,000,000	$ 1,000,000
Period within which the warrants shall be exercisable from the date of distribution of related warrants	2 years
Period within which the warrants shall be exercisable from the date of resignation	60 days
Sponsor Warrants Advisory Warrants And Forward Purchase Warrants [Member]
Related Party Transaction [Line Items]
Number of days from the date of consummation of business combination within which the securities shall be registered	120 days
Time limit with which registration statement shall become effective	60 days
Number of demands eligible to be made by the security holders for getting the securities registered | Demands	10
Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during the period shares for services | shares				422,533
Sale of stock issue price per share | $ / shares			$ 10	$ 10
Minimum excercise price			10%	10%
Sponsor [Member] | Sponsor Warrants [Member]
Related Party Transaction [Line Items]
Proceeds from the issue of warrants			$ 35,892,480
Restricted cash and cash equivalents non current			$ 5,001,000	$ 5,001,000
Sponsor [Member] | Sponsor Warrants For The Issue Of Public Shares [Member]
Related Party Transaction [Line Items]
Percentage of shares for which the warrants are exercisable			4.95%	4.95%
Base percentage for calculating the shares for which the warrants are exercisable			4.95%	4.95%
Warrants or rights outstanding term			10 years	10 years
Sponsor [Member] | Common Stock Including Additional Paid in Capital [Member]
Related Party Transaction [Line Items]
Stock issued during the period value for services				$ 4,225,330

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	Jun. 30, 2024	Dec. 31, 2023	Sep. 29, 2023
Stockholders' Equity Note [Abstract]
Common Stock, Shares Authorized	3,000,000,000	3,000,000,000	3,000,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	422,533	422,533
Common Stock, Shares, Outstanding	422,533	422,533
Preferred Stock, Shares Authorized			1,000,000
Preferred Stock, Par or Stated Value Per Share			$ 0.0001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Company's Liabilities at Fair Value and its Fair Value Hierarchy (Detail) - Fair Value, Inputs, Level 3 [Member] - Fair Value, Recurring [Member] - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Sponsor Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	$ 38,144,423	$ 37,294,034
SPARs [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	0	0
Forward Purchase Agreements [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities	$ 0	$ 0

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2024 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, transfers and net	$ 0
Warrants or rights outstanding term	10 years
Gross threshold period for board approval	10 years
Measurement Input, Discount Rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Sponsor Warrants	30

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis and Unobservable Input Reconciliation (Detail) - Fair Value, Inputs, Level 3 [Member]	6 Months Ended
	Jun. 30, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at beginning of period	$ 37,294,034
Change in Fair Value	$ 850,389
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants
Balance at end of period	$ 38,144,423
Sponsor Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at beginning of period	37,294,034
Change in Fair Value	850,389
Balance at end of period	38,144,423
SPARs [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at beginning of period	0
Change in Fair Value	0
Balance at end of period	0
Forward Purchase Agreements [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at beginning of period	0
Change in Fair Value	0
Balance at end of period	$ 0

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Fair Value of the Sponsor Warrants Associated with the Liability (Detail) - Fair Value, Inputs, Level 3 [Member] $ in Billions	Jun. 30, 2024 USD ($) yr	Dec. 31, 2023 USD ($) yr
Volatility [member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sponsor Warrants	25	25
Probability of Not Completing a Deal [member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sponsor Warrants	30	30
Expected Time to Complete a Deal (in years) [member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sponsor Warrants | yr	4.6	4.9
Probability of Warrant Renegotiation [member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sponsor Warrants	30	30
Estimated Target Equity Value [member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated Target Equity Value | $	$ 4.5	$ 4.5