Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-42142 | |
Entity Registrant Name | GRAF GLOBAL CORP. | |
Entity Incorporation, State or Country Code | KY | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 1790 Hughes Landing Blvd., Suite 400 | |
Entity Address, City or Town | The Woodlands | |
Entity Address State Or Province | TX | |
Entity Address, Postal Zip Code | 77380 | |
City Area Code | 310 | |
Local Phone Number | 745-8669 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001897463 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Document and Entity Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | GRAF.U | |
Security Exchange Name | NYSE | |
Class A ordinary shares | ||
Document and Entity Information | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | GRAF | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Warrants | ||
Document and Entity Information | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | GRAF WS | |
Security Exchange Name | NYSE | |
Class B ordinary shares | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash | $ 1,160,185 | $ 0 |
Prepaid expenses | 25,350 | |
Total current assets | 1,185,535 | |
Cash held in Trust Account | 230,098,517 | 0 |
Total Assets | 231,284,052 | |
Current Liabilities | ||
Accrued offering costs | 89,598 | |
Advance from related party | $ 5,696 | |
Note payable - related party | $ 5,692 | |
Notes payable, Current, Related Party [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
Accrued expenses | $ 19,184 | $ 150,397 |
Total current liabilities | 114,478 | 156,089 |
Deferred underwriting fee | 9,800,000 | |
Total Liabilities | 9,914,478 | 156,089 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, 23,000,000 and 0 shares at redemption value of approximately $10.00 and $0 per share as of June 30, 2024 and December 31, 2023, respectively | 230,098,517 | |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 24,425 | |
Accumulated deficit | (8,729,518) | (181,089) |
Total Shareholders' Deficit | (8,728,943) | (156,089) |
Total Liabilities and Shareholders' Deficit | 231,284,052 | |
Class A shares subject to possible redemption | ||
Current Liabilities | ||
Class A ordinary shares subject to possible redemption, 23,000,000 and 0 shares at redemption value of approximately $10.00 and $0 per share as of June 30, 2024 and December 31, 2023, respectively | 230,098,517 | |
Class B ordinary shares | ||
Shareholders' Deficit | ||
Ordinary shares, Value | $ 575 | $ 575 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, issued (in shares) | 0 | 0 |
Preference shares, outstanding (in shares) | 0 | 0 |
Class A ordinary shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized (in shares) | 400,000,000 | 400,000,000 |
Ordinary shares, issued (in shares) | 0 | |
Ordinary shares, outstanding (in shares) | 0 | |
Class A shares subject to possible redemption | ||
Temporary shares, outstanding (in shares) | 23,000,000 | 0 |
Temporary shares , redemption price per share (in dollars per share) | $ 10 | $ 0 |
Class A shares not subject to possible redemption | ||
Ordinary shares, issued (in shares) | 0 | 0 |
Ordinary shares, outstanding (in shares) | 0 | 0 |
Class B ordinary shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized (in shares) | 80,000,000 | 80,000,000 |
Ordinary shares, issued (in shares) | 5,750,000 | 5,750,000 |
Ordinary shares, outstanding (in shares) | 5,750,000 | 5,750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating and formation costs | $ 71,135 | $ 0 | $ 117,335 | $ 45 |
Loss from operations | (71,135) | (117,335) | (45) | |
Other income: | ||||
Interest earned on cash held in Trust Account | 98,517 | 98,517 | ||
Total other income | 98,517 | 98,517 | ||
Net income (loss) | $ 27,382 | $ (18,818) | $ (45) | |
Class A ordinary shares | ||||
Other income: | ||||
Basic weighted average shares outstanding, ordinary shares (in shares) | 766,667 | 381,215 | ||
Basic net income (loss) per share, ordinary shares (in dollars per share) | $ 0 | $ 0 | ||
Class A shares subject to possible redemption | ||||
Other income: | ||||
Basic weighted average shares outstanding, ordinary shares (in shares) | 766,667 | 381,215 | ||
Diluted weighted average shares outstanding, ordinary shares (in shares) | 766,667 | 381,215 | ||
Basic net income (loss) per share, ordinary shares (in dollars per share) | $ 0 | $ 0 | ||
Diluted net income (loss) per share, ordinary shares (in dollars per share) | $ 0 | $ 0 | ||
Class B ordinary shares | ||||
Other income: | ||||
Basic weighted average shares outstanding, ordinary shares (in shares) | 5,025,000 | 5,000,000 | 5,012,431 | 5,000,000 |
Diluted weighted average shares outstanding, ordinary shares (in shares) | 5,025,000 | 5,000,000 | 5,012,431 | 5,000,000 |
Basic net income (loss) per share, ordinary shares (in dollars per share) | $ 0 | $ 0 | $ 0 | |
Diluted net income (loss) per share, ordinary shares (in dollars per share) | $ 0 | $ 0 | $ 0 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary shares Class B ordinary shares | Additional Paid-in Capital Private Placement Warrants | Additional Paid-in Capital Public Warrants | Additional Paid-in Capital | Accumulated Deficit | Class A ordinary shares | Class B ordinary shares | Private Placement Warrants | Public Warrants | Total |
Balance at the beginning at Dec. 31, 2022 | $ 575 | $ 24,425 | $ (177,938) | $ (152,938) | ||||||
Balance at the beginning (in shares) at Dec. 31, 2022 | 5,750,000 | |||||||||
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||||||
Net Income (Loss) | (45) | (45) | ||||||||
Balance at the end at Mar. 31, 2023 | $ 575 | 24,425 | (177,983) | (152,983) | ||||||
Balance at the end (in shares) at Mar. 31, 2023 | 5,750,000 | |||||||||
Balance at the beginning at Dec. 31, 2022 | $ 575 | 24,425 | (177,938) | (152,938) | ||||||
Balance at the beginning (in shares) at Dec. 31, 2022 | 5,750,000 | |||||||||
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||||||
Net Income (Loss) | (45) | |||||||||
Balance at the end at Jun. 30, 2023 | $ 575 | 24,425 | (177,983) | (152,983) | ||||||
Balance at the end (in shares) at Jun. 30, 2023 | 5,750,000 | |||||||||
Balance at the beginning at Dec. 31, 2023 | $ 575 | 24,425 | (181,089) | (156,089) | ||||||
Balance at the beginning (in shares) at Dec. 31, 2023 | 5,750,000 | 5,750,000 | ||||||||
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||||||
Net Income (Loss) | (46,200) | (46,200) | ||||||||
Balance at the end at Mar. 31, 2024 | $ 575 | 24,425 | (227,289) | (202,289) | ||||||
Balance at the end (in shares) at Mar. 31, 2024 | 5,750,000 | |||||||||
Balance at the beginning at Dec. 31, 2023 | $ 575 | 24,425 | (181,089) | (156,089) | ||||||
Balance at the beginning (in shares) at Dec. 31, 2023 | 5,750,000 | 5,750,000 | ||||||||
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||||||
Net Income (Loss) | (18,818) | |||||||||
Balance at the end at Jun. 30, 2024 | $ 575 | (8,729,518) | (8,728,943) | |||||||
Balance at the end (in shares) at Jun. 30, 2024 | 5,750,000 | 0 | 5,750,000 | |||||||
Balance at the beginning at Mar. 31, 2024 | $ 575 | 24,425 | (227,289) | (202,289) | ||||||
Balance at the beginning (in shares) at Mar. 31, 2024 | 5,750,000 | |||||||||
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||||||
Fair value of Public Warrants at issuance | $ 6,000,000 | $ 920,000 | $ 6,000,000 | $ 920,000 | ||||||
Allocated value of transaction costs to Class A shares | (74,421) | (74,421) | ||||||||
Accretion for Class A ordinary shares to redemption amount | $ (6,870,004) | (8,529,611) | (15,399,615) | |||||||
Net Income (Loss) | 27,382 | 27,382 | ||||||||
Balance at the end at Jun. 30, 2024 | $ 575 | $ (8,729,518) | $ (8,728,943) | |||||||
Balance at the end (in shares) at Jun. 30, 2024 | 5,750,000 | 0 | 5,750,000 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) - shares | 3 Months Ended | |
Jun. 27, 2024 | Jun. 30, 2024 | |
Private Placement Warrants | ||
Sale of warrants | 6,000,000 | 6,000,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (18,818) | $ (45) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Payment of operation costs through promissory note | 32,151 | 2,898 | |
Interest earned on cash held in Trust Account | $ (98,517) | (98,517) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (25,350) | ||
Accrued expenses | (131,213) | $ (2,853) | |
Net cash used in operating activities | (241,747) | ||
Cash Flows from Investing Activities: | |||
Investment of cash in Trust Account | (230,000,000) | ||
Net cash used in investing activities | (230,000,000) | ||
Cash Flows from Financing Activities: | |||
Proceeds from sale of Units, net of underwriting discounts paid | 226,000,000 | ||
Proceeds from sale of Private Placements Warrants | 6,000,000 | ||
Advances from related party | 5,696 | ||
Repayment of promissory note - related party | (155,688) | ||
Payment of offering costs | (448,076) | ||
Net cash provided by financing activities | 231,401,932 | ||
Net Change in Cash | 1,160,185 | ||
Cash - End of period | $ 1,160,185 | 1,160,185 | |
Non-Cash investing and financing activities: | |||
Deferred offering costs included in accrued offering costs | 89,598 | ||
Deferred offering costs paid through promissory note - related party | 117,845 | ||
Accretion of Class A ordinary shares to redemption value | 15,399,615 | ||
Deferred underwriting fee payable | $ 9,800,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2024 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Graf Global Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 17, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). The Company may pursue an acquisition opportunity in any industry or geographic location. As of June 30, 2024, the Company had not yet commenced operations. All activity for the period from November 17, 2021 (inception) through June 30, 2024 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on June 25, 2024. On June 27, 2024, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares” or “Class A Ordinary Shares”)), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3. Each Unit consists of one Class A Ordinary Share and one-half Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Cantor Fitzgerald & Co., the representative of the underwriters of the initial Public Offering, generating gross proceeds of $6,000,000, which is described in Note 4. Transaction costs amounted to $14,455,519, consisting of $4,000,000 of cash underwriting fee, $9,800,000 of deferred underwriting fee (see additional discussion in Note 6), and $655,519 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination (less deferred underwriting commissions). The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement to enter into an initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering, on June 27, 2024, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee and held as cash or invested only 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 under the Investment Company Act, which invest only in direct U.S. government treasury obligations., until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time in its own discretion, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing bank demand deposit account. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem, regardless of whether they abstain, vote for, or against, a Business Combination, all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters of the Initial Public Offering (as discussed in Note 6). All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”). In accordance with U.S. Securities and Exchange Commission (“SEC”) and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares were presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Ordinary Shares classified as temporary equity were the allocated proceeds determined in accordance with FASB ASC Topic 470-20, “Debt with Conversion and Other Options.” The resulting discount to the initial carrying value of temporary equity was accreted upon closing the Initial Public Offering such that the carrying value equals the redemption value on such date. The accretion or remeasurement is recognized as a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. The Public Shares are redeemable and were classified as such on the balance sheet until such date that a redemption event takes place. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) prior to Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association 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 15% or more of the Public Shares without the prior consent of the Company. The Company’s Sponsor, executive officers and directors will agree not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering or during any extended time that the Company has to consummate a business combination beyond 24 months as a result of a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association (the “Combination Period”), the Company will but not more than ten In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the fund held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, 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 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 (i) $10.00 per Public Share and (ii) 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 share due to reductions in the value of the trust assets, less taxes payable; provided that such 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 (whether or not such waiver is enforceable) 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”). Liquidity and Going Concern As of June 30, 2024, the Company had $1,160,185 in its operating bank account and working capital of $1,071,057. The Company initially has until June 27, 2026 to consummate the initial Business Combination (assume no extensions). If the Company does not complete a Business Combination, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that business combination might not happen within the 24-month period from the date of the auditors’ report. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on June 27, 2024, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on July 3, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed 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 and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and 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 unaudited condensed 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 significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,160,185 and $0 in cash and no cash equivalents as of June 30, 2024 and December 31, 2023, respectively. Cash held in Trust Account At June 30, 2024, the assets held in the Trust Account were in an interest-bearing demand deposit account at a bank, amounting to $230,098,517. At December 31, 2023, there was no Trust Account. Derivative financial instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, “Distinguishing Liabilities from Equity”, and ASC 815-15, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10, “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities are allocated based on their relative fair value of total proceeds and are recognized in the statements of operations as incurred. The Company accounted for the 17,500,000 warrants issued in connection with the Initial Public Offering (including the 11,500,000 Public Warrants included in the Units and the 6,000,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above were not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. Offering costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A Ordinary Shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A Ordinary Shares. Offering costs allocated to the Class A Ordinary Shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit as Public Warrants and Private Placement Warrants after management’s evaluation were accounted for under equity treatment. Class A Redeemable Share classification The Public Shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, at June 30, 2024 and December 31, 2023, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheet. At June 30, 2024 and December 31, 2023, the Class A ordinary shares subject to redemption reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (920,000) Class A ordinary shares issuance costs (14,381,098) Plus: Remeasurement of carrying value to redemption value 15,399,615 Class A ordinary shares subject to possible redemption, June 30, 2024 $ 230,098,517 Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement 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. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, (i) Class A Ordinary Shares and non-redeemable Class A Ordinary Shares and (ii) Class B ordinary shares, par value of $0.0001 per share (the “Class B Ordinary Shares, and together with the Class A Ordinary Shares, the “Ordinary Shares”). Income and losses are shared pro rata between the two classes of shares. Net income (loss) per Ordinary Share is calculated by dividing the net income (loss) by the weighted average shares of Ordinary Shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of 6,000,000 shares of Class A Ordinary Shares in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per Ordinary Share is the same as basic net income (loss) per Ordinary Share for the three and six months ended June 30, 2024 and 2023. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per Ordinary Share (in dollars, except per share amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net loss, as adjusted $ 3,625 $ 23,757 $ ― $ ― $ (1,330) $ (17,488) $ ― $ (45) Denominator: Basic weighted average shares outstanding 766,667 5,025,000 ― 5,000,000 381,215 5,012,431 ― 5,000,000 Basic net loss per ordinary share $ 0.00 $ 0.00 $ ― $ ― $ (0.00) $ (0.00) $ ― $ (0.00) Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the unaudited condensed balance sheet, primarily due to their short-term nature. Recent Accounting Standards 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 unaudited condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2024 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2024 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co. purchased an aggregate of 6,000,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $6,000,000 in the aggregate, in a private placement. Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 2,000,000 Private Placement Warrants. Each whole Private Placement Warrant is exercisable for one whole Class A Ordinary Share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 24, 2021, the Sponsor paid $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On February 8, 2024, the Sponsor surrendered 1,437,500 Founder Shares for no consideration, resulting in the Sponsor holding 5,750,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The holders of the Founder Shares agreed to forfeit and cancel up to an aggregate of 750,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the option to purchase additional Units is not exercised in full by the underwriters so that the Founder Shares will represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On June 27, 2024, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture. On June 7, 2024, the Sponsor transferred 30,000 Founder Shares to each of the Company’s three independent directors, Louis Bélanger-Martin, Kenneth Weinstein, and Fred Zeidman, for an aggregate of 90,000 Founder Shares, at a price of $0.003 per share. Each independent director paid $90 or an aggregate purchase price of $270 in consideration of the assignment of shares. The sale of the Founders Shares to each of the Company’s three independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 90,000 shares granted to the Company’s three independent directors was $107,100 or $1.19 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 27, 2024, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Administrative Services Agreement The Company entered into an agreement, commencing on June 25, 2024, through the earlier of consummation of the initial Business Combination and the liquidation, to pay an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial and administrative support services provided to members of the management team. For the three and six months ended June 30, 2024, the Company incurred $4,000 in administrative support services fees, of which such amount is included in accounts payable and accrued expenses in the accompanying unaudited condensed balance sheet. For the three and six months ended June 30, 2023, the Company did not incur any payment for these services. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf 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 by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. For the three and six months ended June 30, 2024, the Company did not have any reimbursements. Due from Sponsor The Company paid the Sponsor an amount approximately $9,544 in excess of the outstanding promissory note balance at the closing of the Initial Public Offering. The excess payment was repaid by as of June 30, 2024. There was no outstanding On June 28, 2024, the Sponsor paid $15,000 to a vendor to pay for certain accrued transaction expenses on behalf of the Company. Such payment cleared the amount due from Sponsor to the Company and created a net payable from the Company to the Sponsor Related Party Loans On November 20, 2021, as amended on February 9, 2024, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured and due on the earlier of December 31, 2024 or the closing of the Initial Public Offering. The outstanding balance of $155,688 was repaid at the closing of the Initial Public Offering on June 27, 2024. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2024 and December 31, 2023, the Company had no borrowings under the Working Capital Loans. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2024 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6. COMMITMENTS Risks and Uncertainties The 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. Registration and Shareholder Rights Commencing on June 25, 2024, the holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of 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 and shareholder rights agreement requiring the Company to register a sale of any of the Company’s securities held by them prior to the consummation of the initial Business Combination. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On June 27, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit. The underwriters were entitled to an underwriting discount of $0.20 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, or $4,000,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, and $0.60 per Unit on Units sold pursuant to the underwriters’ over-allotment option or $9,800,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2024 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preference Shares — outstanding Class A Ordinary Shares — outstanding Class B Ordinary Shares — outstanding The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one provided that Warrants — The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination and will be entitled to registration rights. Redemption of warrants for cash ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If the Company calls the warrants for redemption for cash, as described above, the management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis.” If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At issuance, the fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants: June 27, 2024 Calculated Share Price $ 9.97 Weighted-Average Expected Life of Warrants in Years 2.71 Risk-free rate 4.55 % Pre-Business Combination Annual Volatility 3.0 % Post-Business Combination Annual Volatility 32.0 % Market Pricing Adjustment 14.0 % At June 30, 2024, assets held in the Trust Account were comprised of $230,098,517 in interest-bearing demand deposit at a bank. Through June 30, 2024, the Company did not withdraw any amount of interest earned on the Trust Account. The Trust did not exist as of December 31, 2023. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On July 2, 2024, the Company paid the Sponsor an amount of $5,696, to clear all outstanding related party payables between the Company and the Sponsor. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | |||||
Net Income (Loss) | $ 27,382 | $ (46,200) | $ (45) | $ (18,818) | $ (45) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on June 27, 2024, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on July 3, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed 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 and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and 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 unaudited condensed 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 significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,160,185 and $0 in cash and no cash equivalents as of June 30, 2024 and December 31, 2023, respectively. |
Cash held in Trust Account | Cash held in Trust Account At June 30, 2024, the assets held in the Trust Account were in an interest-bearing demand deposit account at a bank, amounting to $230,098,517. At December 31, 2023, there was no Trust Account. |
Derivative financial instruments | Derivative financial instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, “Distinguishing Liabilities from Equity”, and ASC 815-15, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10, “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities are allocated based on their relative fair value of total proceeds and are recognized in the statements of operations as incurred. The Company accounted for the 17,500,000 warrants issued in connection with the Initial Public Offering (including the 11,500,000 Public Warrants included in the Units and the 6,000,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above were not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. |
Offering costs | Offering costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A Ordinary Shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A Ordinary Shares. Offering costs allocated to the Class A Ordinary Shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit as Public Warrants and Private Placement Warrants after management’s evaluation were accounted for under equity treatment. |
Class A Redeemable Share classification | Class A Redeemable Share classification The Public Shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, at June 30, 2024 and December 31, 2023, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheet. At June 30, 2024 and December 31, 2023, the Class A ordinary shares subject to redemption reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (920,000) Class A ordinary shares issuance costs (14,381,098) Plus: Remeasurement of carrying value to redemption value 15,399,615 Class A ordinary shares subject to possible redemption, June 30, 2024 $ 230,098,517 |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement 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. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, (i) Class A Ordinary Shares and non-redeemable Class A Ordinary Shares and (ii) Class B ordinary shares, par value of $0.0001 per share (the “Class B Ordinary Shares, and together with the Class A Ordinary Shares, the “Ordinary Shares”). Income and losses are shared pro rata between the two classes of shares. Net income (loss) per Ordinary Share is calculated by dividing the net income (loss) by the weighted average shares of Ordinary Shares outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of 6,000,000 shares of Class A Ordinary Shares in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per Ordinary Share is the same as basic net income (loss) per Ordinary Share for the three and six months ended June 30, 2024 and 2023. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per Ordinary Share (in dollars, except per share amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net loss, as adjusted $ 3,625 $ 23,757 $ ― $ ― $ (1,330) $ (17,488) $ ― $ (45) Denominator: Basic weighted average shares outstanding 766,667 5,025,000 ― 5,000,000 381,215 5,012,431 ― 5,000,000 Basic net loss per ordinary share $ 0.00 $ 0.00 $ ― $ ― $ (0.00) $ (0.00) $ ― $ (0.00) |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the unaudited condensed balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards 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 unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of Class A ordinary shares subject to redemption reflected in the balance sheet | Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (920,000) Class A ordinary shares issuance costs (14,381,098) Plus: Remeasurement of carrying value to redemption value 15,399,615 Class A ordinary shares subject to possible redemption, June 30, 2024 $ 230,098,517 |
Schedule of calculation of basic and diluted net income per ordinary share | The following table reflects the calculation of basic and diluted net income (loss) per Ordinary Share (in dollars, except per share amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net loss, as adjusted $ 3,625 $ 23,757 $ ― $ ― $ (1,330) $ (17,488) $ ― $ (45) Denominator: Basic weighted average shares outstanding 766,667 5,025,000 ― 5,000,000 381,215 5,012,431 ― 5,000,000 Basic net loss per ordinary share $ 0.00 $ 0.00 $ ― $ ― $ (0.00) $ (0.00) $ ― $ (0.00) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
FAIR VALUE MEASUREMENTS | |
Summary of quantitative information regarding market assumptions used in the valuation of the Public Warrants | June 27, 2024 Calculated Share Price $ 9.97 Weighted-Average Expected Life of Warrants in Years 2.71 Risk-free rate 4.55 % Pre-Business Combination Annual Volatility 3.0 % Post-Business Combination Annual Volatility 32.0 % Market Pricing Adjustment 14.0 % |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | 6 Months Ended | ||
Jun. 27, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Exercise price of warrants (in dollar per share) | $ 11.50 | ||
Proceeds from sale of Private Placements Warrants | $ 6,000,000 | ||
Transaction costs | 14,455,519 | ||
Underwriting fees | 4,000,000 | ||
Deferred underwriting fee payable | 9,800,000 | ||
Other offering costs | $ 655,519 | ||
Investment of cash into trust account | $ 230,000,000 | ||
Share price | $ 10 | ||
Maximum maturity period for investment in U.S. government treasury obligations for Trust Account purposes | 185 days | ||
Maximum percentage of public shares that can be redeemed without prior consent | 15% | ||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | ||
Business combination completion period | 24 months | ||
Redemption period upon closure | 10 days | ||
Maximum allowed dissolution expenses | $ 100,000 | ||
Cash | 1,160,185 | $ 0 | |
Working capital | $ 1,071,057 | ||
IPO | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Number of units issued | 23,000,000 | ||
Proceeds from issuance initial public offering | $ 230,000,000 | ||
Number of warrants in a unit | 0.5 | ||
Exercise price of warrants (in dollar per share) | $ 11.50 | ||
IPO | Class A ordinary shares | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Number of shares in a unit | 1 | ||
Number of shares to purchase per warrant | 1 | ||
Over allotment option | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Number of units issued | 3,000,000 | ||
Purchase price, per unit | $ 10 | ||
Private placement | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Number of warrants issued | 6,000,000 | ||
Price of warrant | $ 1 | ||
Proceeds from sale of Private Placements Warrants | $ 6,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash | $ 1,160,185 | $ 0 |
Cash equivalent | 0 | 0 |
Cash held in Trust Account | $ 230,098,517 | 0 |
Number of warrants | 17,500,000 | |
Unrecognized tax | $ 0 | 0 |
Accrued for interest and penalties | $ 0 | $ 0 |
Public Warrants | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Number of warrants | 11,500,000 | |
Private Placement Warrants | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Number of warrants | 6,000,000 | |
Anti-dilutive securities attributable to warrants (in shares) | 6,000,000 | |
Class B ordinary shares | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of reconciliation of Class A ordinary shares subject to redemption reflected in the balance sheet (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Gross proceeds | $ 230,000,000 |
Proceeds allocated to Public Warrants | (920,000) |
Class A ordinary shares issuance costs | (14,381,098) |
Remeasurement of carrying value to redemption value | 15,399,615 |
Class A ordinary shares subject to possible redemption | $ 230,098,517 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of calculation of basic and diluted net income per ordinary share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class A ordinary shares | ||||
Numerator: | ||||
Allocation of net loss, as adjusted | $ 3,625 | $ (1,330) | ||
Denominator: | ||||
Basic weighted average shares outstanding (in shares) | 766,667 | 381,215 | ||
Basic net loss per ordinary share (in dollar per share) | $ 0 | $ 0 | ||
Class B ordinary shares | ||||
Numerator: | ||||
Allocation of net loss, as adjusted | $ 23,757 | $ (17,488) | $ (45) | |
Denominator: | ||||
Basic weighted average shares outstanding (in shares) | 5,025,000 | 5,000,000 | 5,012,431 | 5,000,000 |
Basic net loss per ordinary share (in dollar per share) | $ 0 | $ 0 | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Jun. 27, 2024 | Jun. 30, 2024 |
INITIAL PUBLIC OFFERING | ||
Exercise price of warrants (in dollar per share) | $ 11.50 | |
IPO | ||
INITIAL PUBLIC OFFERING | ||
Number of units issued | 23,000,000 | |
Number of warrants in a unit | 0.5 | |
Exercise price of warrants (in dollar per share) | $ 11.50 | |
Over allotment option | ||
INITIAL PUBLIC OFFERING | ||
Number of units issued | 3,000,000 | |
Purchase price, per unit | $ 10 | |
Class A ordinary shares | IPO | ||
INITIAL PUBLIC OFFERING | ||
Number of shares in a unit | 1 | |
Number of shares to purchase per warrant | 1 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 27, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | |
STOCKHOLDERS' DEFICIT | |||
Proceeds from issuance of warrants | $ 6,000,000 | ||
Exercise price of warrants (in dollar per share) | $ 11.50 | $ 11.50 | |
Lock in period of warrants after completion of initial business combination for sponsor and company's officers and directors (in days) | 30 days | ||
Private Placement Warrants | |||
STOCKHOLDERS' DEFICIT | |||
Number of warrants purchased (in shares) | 6,000,000 | 6,000,000 | |
Purchase price per warrant (in dollar per share) | $ 1 | ||
Proceeds from issuance of warrants | $ 6,000,000 | ||
Exercise price of warrants (in dollar per share) | $ 11.50 | ||
Lock in period of warrants after completion of initial business combination for sponsor and company's officers and directors (in days) | 30 days | ||
Class A ordinary shares | Private Placement Warrants | |||
STOCKHOLDERS' DEFICIT | |||
Number of shares issuable on exercise of each warrant (in shares) | 1 | ||
Sponsor | Private Placement Warrants | |||
STOCKHOLDERS' DEFICIT | |||
Number of warrants purchased (in shares) | 4,000,000 | ||
Cantor Fitzgerald And Co. | Private Placement Warrants | |||
STOCKHOLDERS' DEFICIT | |||
Number of warrants purchased (in shares) | 2,000,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 6 Months Ended | |||||
Jun. 27, 2024 USD ($) $ / shares shares | Jun. 07, 2024 USD ($) director $ / shares shares | Feb. 08, 2024 USD ($) shares | Nov. 24, 2021 USD ($) $ / shares shares | Jun. 30, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | |
RELATED PARTY TRANSACTIONS | ||||||
Issue price per share (in $ per share) | $ / shares | $ 10 | |||||
Class A ordinary shares | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Common stock par value (in $ per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Number of shares held (in shares) | 0 | |||||
Class B ordinary shares | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Common stock par value (in $ per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Number of shares held (in shares) | 5,750,000 | 5,750,000 | ||||
Founder Shares | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Expenses paid by the sponsor | $ | $ 25,000 | |||||
Number of shares surrendered in the period (in shares) | 1,437,500 | |||||
Consideration paid for surrender of shares | $ | $ 0 | |||||
Number of shares held (in shares) | 5,750,000 | |||||
Number of shares agreed to be forfeited by holders (in shares) | 750,000 | |||||
Founder shares as percentage of issued and outstanding shares, if forfeiture is made | 20% | |||||
Number of shares not subject to forfeiture (in shares) | 750,000 | |||||
Number of shares transferred to each director (in shares) | 30,000 | |||||
Number of independent directors | director | 3 | |||||
Number of shares transferred to directors (in shares) | 90,000 | |||||
Issue price per share (in $ per share) | $ / shares | $ 0.003 | |||||
Amount paid by each directors as consideration of assignment of shares | $ | $ 90 | |||||
Amount paid by directors as consideration of assignment of shares | $ | 270 | |||||
Fair value of shares granted to directors | $ | $ 107,100 | |||||
Fair value per share of grants to directors (in $ per share) | $ / shares | $ 1.19 | |||||
Stock-based compensation expense | $ | $ 0 | |||||
Minimum Lock-up period (in years) | 1 year | |||||
Stock price trigger (in $ per share) | $ / shares | $ 12 | |||||
Threshold trading days (in days) | 20 years | |||||
Threshold consecutive trading day period (in days) | 30 years | |||||
Threshold Consecutive Trading Days Condition Commencement Days From Date of Initial Business Combination (in days) | 150 days | |||||
Founder Shares | Class B ordinary shares | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Number of shares issued for services (in shares) | 7,187,500 | |||||
Common stock par value (in $ per share) | $ / shares | $ 0.0001 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Administrative Services Agreement (Details) - Administrative Services Agreement - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 25, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | |
RELATED PARTY TRANSACTIONS | |||
Agreed rent per month for office space | $ 20,000 | ||
Service fee incurred for the period | $ 4,000 | $ 4,000 |
RELATED PARTY TRANSACTIONS - Du
RELATED PARTY TRANSACTIONS - Due from Sponsor (Details) - USD ($) | 6 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |||
Excess amount paid over the promissory note balance due | $ 9,544 | ||
Amount due | $ 0 | ||
Other Receivable, after Allowance for Credit Loss, Related Party [Extensible Enumeration] | Sponsor [Member] | ||
Expenses paid by the sponsor | $ 15,000 | ||
Net payable | $ 5,696 | ||
Other Liability, Current, Related Party [Extensible Enumeration] | Sponsor [Member] |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Loans (Details) - Related party loans - USD ($) | 6 Months Ended | |||
Jun. 27, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Nov. 21, 2021 | |
RELATED PARTY TRANSACTIONS | ||||
Maximum loan amount | $ 300,000 | |||
Repayment of notes payable | $ 155,688 | |||
Maximum loan amount conversion | $ 1,500,000 | |||
Warrant conversion price ( in $ per share) | $ 1 | |||
Working capital loans outstanding | $ 0 | $ 0 |
COMMITMENTS (Details)
COMMITMENTS (Details) - USD ($) | Jun. 27, 2024 | Jun. 30, 2024 |
COMMITMENTS | ||
Deferred underwriting fee | $ 9,800,000 | |
Over allotment option | ||
COMMITMENTS | ||
Number of days granted to underwriters | 45 days | |
Number of shares granted | 3,000,000 | |
Purchase price, per unit | $ 10 | |
Underwriting discount, per unit | $ 0.20 | |
Underwriting fee payable | $ 4,000,000 | |
Deferred fees, per unit on units other than those sold pursuant to the underwriters' option to purchase additional Units | $ 0.40 | |
Deferred fees, per unit on units sold pursuant to the underwriters' over-allotment option | $ 0.60 | |
Deferred underwriting fee | $ 9,800,000 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) | 6 Months Ended | |
Jun. 30, 2024 Vote $ / shares shares | Dec. 31, 2023 $ / shares shares | |
STOCKHOLDERS' DEFICIT | ||
Preference shares, authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preference shares, issued (in shares) | 0 | 0 |
Preference shares, outstanding (in shares) | 0 | 0 |
Ordinary shares, conversion ratio | 0.0001 | |
Percentage of shares issuable upon conversion | 20% | |
Class A ordinary shares | ||
STOCKHOLDERS' DEFICIT | ||
Ordinary shares, authorized (in shares) | 400,000,000 | 400,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share | Vote | 1 | |
Ordinary shares, issued (in shares) | 0 | |
Ordinary shares, outstanding (in shares) | 0 | |
Class A shares subject to possible redemption | ||
STOCKHOLDERS' DEFICIT | ||
Temporary shares, outstanding (in shares) | 23,000,000 | 0 |
Class B ordinary shares | ||
STOCKHOLDERS' DEFICIT | ||
Ordinary shares, authorized (in shares) | 80,000,000 | 80,000,000 |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share | Vote | 1 | |
Ordinary shares, issued (in shares) | 5,750,000 | 5,750,000 |
Ordinary shares, outstanding (in shares) | 5,750,000 | 5,750,000 |
STOCKHOLDERS' DEFICIT - Warrant
STOCKHOLDERS' DEFICIT - Warrants (Details) | 6 Months Ended | ||
Jun. 27, 2024 $ / shares | Jun. 30, 2024 D $ / shares shares | Dec. 31, 2023 shares | |
STOCKHOLDERS' DEFICIT | |||
Warrants outstanding | shares | 17,500,000 | 0 | |
Number of days after completion of business combination, Warrants are exercisable | 30 days | ||
Threshold number of days after closing of business combination for filing with SEC | 20 days | ||
Exercise price of warrants (in dollar per share) | $ 11.50 | ||
Expiry of warrants term | 5 years | ||
Effective issue price for adjustment of exercise price of warrants | $ 9.20 | ||
Percentage of gross new proceeds to total equity proceeds | 60% | ||
Threshold trading days for for adjustment of exercise price of warrants | D | 20 | ||
Warrant exercise price adjustment (in percentage) | 115% | ||
Redemption trigger price | $ 18 | ||
Warrant redemption price adjustment (in percentage) | 180% | ||
Threshold consecutive days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||
Redemption price per public warrant (in dollars per share) | $ 18 | ||
Notice period of redemption | 30 days | ||
Trading days for redemption of warrants | D | 20 | ||
Consecutive trading days for redemption of warrants | 30 days | ||
Public Warrants | |||
STOCKHOLDERS' DEFICIT | |||
Warrants outstanding | shares | 11,500,000 | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Private Placement Warrants | |||
STOCKHOLDERS' DEFICIT | |||
Warrants outstanding | shares | 6,000,000 | ||
Exercise price of warrants (in dollar per share) | $ 11.50 | ||
Threshold consecutive days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days |
FAIR VALUE MEASUREMENTS - Marke
FAIR VALUE MEASUREMENTS - Market Assumptions (Details) | Jun. 30, 2024 USD ($) | Jun. 27, 2024 Y $ / shares |
Recurring | ||
FAIR VALUE MEASUREMENTS | ||
Assets held in the Trust Account in interest-bearing demand deposit at a bank | $ | $ 230,098,517 | |
Calculated Share Price | ||
FAIR VALUE MEASUREMENTS | ||
Public Warrants | $ / shares | 9.97 | |
Weighted-Average Expected Life of Warrants in Years | ||
FAIR VALUE MEASUREMENTS | ||
Public Warrants | Y | 2.71 | |
Risk-free rate | ||
FAIR VALUE MEASUREMENTS | ||
Public Warrants | 0.0455 | |
Pre-Business Combination Annual Volatility | ||
FAIR VALUE MEASUREMENTS | ||
Public Warrants | 0.030 | |
Post-Business Combination Annual Volatility | ||
FAIR VALUE MEASUREMENTS | ||
Public Warrants | 0.320 | |
Market Pricing Adjustment | ||
FAIR VALUE MEASUREMENTS | ||
Public Warrants | 0.140 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 6 Months Ended | |
Jul. 02, 2024 | Jun. 30, 2024 | |
SUBSEQUENT EVENTS | ||
Repayment of all outstanding payables to the sponsor | $ 155,688 | |
Subsequent event | ||
SUBSEQUENT EVENTS | ||
Repayment of all outstanding payables to the sponsor | $ 5,696 |