Document and Entity Information
Document and Entity Information - shares | 4 Months Ended | |
Jun. 30, 2023 | Sep. 08, 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Entity File Number | 001-41757 | |
Entity Registrant Name | HAYMAKER ACQUISITION CORP. 4 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 86-2213850 | |
Entity Address State Or Province | NY | |
Entity Address, Address Line One | 501 Madison Avenue, Floor 5 | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | 212 | |
Local Phone Number | 616-9600 | |
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 | 0001970509 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant | |
Trading Symbol | HYAC U | |
Security Exchange Name | NYSE | |
Class A ordinary shares | ||
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Trading Symbol | HYAC | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 23,797,600 | |
Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | ||
Title of 12(b) Security | Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | |
Trading Symbol | HYAC WS | |
Security Exchange Name | NYSE | |
Class B ordinary shares | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Jun. 30, 2023 USD ($) | |
Current assets: | ||
Cash | $ 28,508 | |
Total current assets | 28,508 | |
Deferred offering costs | 290,430 | |
TOTAL ASSETS | 318,938 | |
Current liabilities: | ||
Accrued expenses | 5,500 | |
Accrued offering costs | 25,369 | |
Promissory note - related party | $ 272,550 | |
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related party | |
Total Liabilities | $ 303,419 | |
Shareholder's Equity: | ||
Additional paid-in capital | 24,425 | |
Accumulated deficit | (9,481) | |
Total Shareholder's Equity | 15,519 | |
LIABILITIES AND SHAREHOLDER'S EQUITY | 318,938 | |
Class B ordinary shares | ||
Shareholder's Equity: | ||
Ordinary shares | $ 575 | [1] |
[1]Includes up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5). In July 2023, the underwriter’s over-allotment option was exercised in full in conjunction with the Initial Public Offering, and the 750,000 Class B Ordinary Shares were no longer subject to forfeiture. |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Jul. 31, 2023 | Jul. 28, 2023 | Jun. 30, 2023 | Mar. 15, 2023 |
Preferred shares, par value per share | $ 0.0001 | |||
Preferred shares, shares authorized | 1,000,000 | |||
Preferred shares, shares issued | 0 | |||
Preferred shares, shares outstanding | 0 | |||
Ordinary shares, par value per share | $ 0.0001 | |||
Number of shares no longer subject to forfeiture | 0 | |||
Founder Shares | Sponsor | ||||
Number of shares no longer subject to forfeiture | 0 | |||
Class A ordinary shares | ||||
Ordinary shares, par value per share | $ 0.0001 | |||
Ordinary shares, shares authorized | 500,000,000 | |||
Ordinary shares, shares issued | 0 | |||
Ordinary shares, shares outstanding | 0 | |||
Class B ordinary shares | ||||
Ordinary shares, par value per share | $ 0.0001 | |||
Ordinary shares, shares authorized | 50,000,000 | |||
Ordinary shares, shares issued | 5,750,000 | |||
Ordinary shares, shares outstanding | 5,750,000 | |||
Maximum number of shares that were subject to forfeiture | 750,000 | |||
Class B ordinary shares | Founder Shares | Sponsor | ||||
Maximum number of shares that were subject to forfeiture | 750,000 | 750,000 | ||
Class B ordinary shares | Founder Shares | Sponsor | Subsequent event | ||||
Number of shares no longer subject to forfeiture | 750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 4 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | ||
CONDENSED STATEMENTS OF OPERATIONS | |||
Operating and formation costs | $ 3,931 | $ 9,481 | |
Net loss | $ (3,931) | $ (9,481) | |
Weighted average shares outstanding, basic | [1] | 5,000,000 | 5,000,000 |
Weighted average shares outstanding, diluted | 5,000,000 | 5,000,000 | |
Basic net loss per ordinary share | $ 0 | $ 0 | |
Diluted net loss per ordinary share | $ 0 | $ 0 | |
[1]Excludes up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5). In July 2023, the underwriter’s over-allotment option was exercised in full in conjunction with the Initial Public Offering, and the 750,000 Class B Ordinary Shares were no longer subject to forfeiture. |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares | Jul. 31, 2023 | Jul. 28, 2023 | Jun. 30, 2023 | Mar. 15, 2023 |
Number of shares no longer subject to forfeiture | 0 | |||
Founder Shares | Sponsor | ||||
Number of shares no longer subject to forfeiture | 0 | |||
Class B ordinary shares | ||||
Maximum number of shares that were subject to forfeiture | 750,000 | |||
Class B ordinary shares | Founder Shares | Sponsor | ||||
Maximum number of shares that were subject to forfeiture | 750,000 | 750,000 | ||
Class B ordinary shares | Founder Shares | Sponsor | Subsequent event | ||||
Number of shares no longer subject to forfeiture | 750,000 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY - USD ($) | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total | |
Beginning balance at Mar. 06, 2023 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance (in shares) at Mar. 06, 2023 | 0 | ||||
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY | |||||
Issuance of Class B ordinary shares to Sponsor | [1] | $ 575 | 24,425 | 25,000 | |
Issuance of Class B ordinary shares to Sponsor (in shares) | [1] | 5,750,000 | |||
Net loss | (5,550) | (5,550) | |||
Ending balance at Mar. 31, 2023 | $ 575 | 24,425 | (5,550) | 19,450 | |
Ending balance (in shares) at Mar. 31, 2023 | 5,750,000 | ||||
Beginning balance at Mar. 06, 2023 | $ 0 | 0 | 0 | 0 | |
Beginning balance (in shares) at Mar. 06, 2023 | 0 | ||||
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY | |||||
Net loss | (9,481) | ||||
Ending balance at Jun. 30, 2023 | $ 575 | 24,425 | (9,481) | 15,519 | |
Ending balance (in shares) at Jun. 30, 2023 | 5,750,000 | ||||
Beginning balance at Mar. 31, 2023 | $ 575 | 24,425 | (5,550) | 19,450 | |
Beginning balance (in shares) at Mar. 31, 2023 | 5,750,000 | ||||
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY | |||||
Net loss | $ 0 | 0 | (3,931) | (3,931) | |
Ending balance at Jun. 30, 2023 | $ 575 | $ 24,425 | $ (9,481) | $ 15,519 | |
Ending balance (in shares) at Jun. 30, 2023 | 5,750,000 | ||||
[1]Includes up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5). In July 2023, the underwriter’s over-allotment option was exercised in full in conjunction with the Initial Public Offering, and the 750,000 Class B Ordinary Shares were no longer subject to forfeiture. |
CONDENSED STATEMENT OF CHANGE_2
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (Parenthetical) - shares | Jul. 31, 2023 | Jul. 28, 2023 | Jun. 30, 2023 | Mar. 15, 2023 |
Number of shares no longer subject to forfeiture | 0 | |||
Founder Shares | Sponsor | ||||
Number of shares no longer subject to forfeiture | 0 | |||
Class B ordinary shares | ||||
Maximum number of shares that were subject to forfeiture | 750,000 | |||
Class B ordinary shares | Founder Shares | Sponsor | ||||
Maximum number of shares that were subject to forfeiture | 750,000 | 750,000 | ||
Class B ordinary shares | Founder Shares | Sponsor | Subsequent event | ||||
Number of shares no longer subject to forfeiture | 750,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 4 Months Ended |
Jun. 30, 2023 USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (9,481) |
Changes in operating assets and liabilities: | |
Accrued expenses | 5,500 |
Net cash used in operating activities | (3,981) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 |
Proceeds from promissory note - related party | 272,550 |
Payment of offering costs | (265,061) |
Net cash provided by financing activities | 32,489 |
Net Change in Cash | 28,508 |
Cash - Beginning of period | 0 |
Cash - End of period | 28,508 |
Non-cash investing and financing activities: | |
Deferred offering costs included in accrued offering costs | $ 25,369 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 4 Months Ended |
Jun. 30, 2023 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Haymaker Acquisition Corp. 4 (the “Company”) is a blank check company incorporated in the Cayman Islands on March 7, 2023. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not commenced any operations. All activity for the period from March 7, 2023 (inception) through June 30, 2023 relates to the Company’s formation and initial public offering (“Initial Public Offering”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and sale of Private Placement Units (defined below). 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 July 25, 2023. On July 28, 2023, 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 sold, the “Public Shares”) at price of $10.00 per share, including 3,000,000 Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 797,600 Units to Haymaker Sponsor IV LLC (the “Sponsor”) (the “Private Placement Units”) at a price of $10.00 per share, generating gross proceeds of $7,976,000, which is described in Note 4. Following the closing of the Initial Public Offering on July 28, 2023, an amount of $232,300,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), and will be invested only in U.S. government treasury obligations and/or held as cash or cash items (including in demand deposit accounts) with maturities 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 funds held in the Trust Account, as described below. Transaction costs related to the issuances described above amounted to $13,424,812, consisting of $4,000,000 of cash underwriting fees, $8,650,000 of deferred underwriting fees and $774,812 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.10 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Units, will be held in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and 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 and/or held as cash or cash items (including in demand deposit accounts), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account as described below. The Company will provide the holders (the “Public Shareholders”) of the Company’s Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders 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 held in the Trust Account, plus any interest income earned thereon and note previously related to the Company to pay its tax obligations (initially anticipated to be $10.10 per Public Share). There will be no redemption rights upon completion of a Business Combination with respect to the Company’s warrants. These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of such a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive redemption rights with respect to any Founder Shares and any Public Shares it may acquire during or after the Initial Public Offering in connection with the completion of Business Combination. The Company will have until July 28, 2025, or until such earlier liquidation date as its board of directors may approve, unless otherwise extended in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, to complete a Business Combination. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within in the completion window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. 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 have 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) $10.10 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 $10.10 per Public 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 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”). Going Concern and Liquidity As of June 30, 2023, the Company had $28,508 in cash held outside of the Trust Account and a working capital deficit of $274,911. Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes. The Company’s balance of cash held outside of the Trust Account and working capital deficit as of June 30, 2023, in conjunction with the date for mandatory liquidation and subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern one year from the date that these unaudited condensed financial statements are issued. The Company will have until July 28, 2025 (the “Combination Period”) to consummate a Business Combination. If a Business Combination is not consummated by July 28, 2025, there will be a mandatory liquidation and subsequent dissolution of the Company. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 28, 2025. The Company intends to complete the initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by July 28, 2025. Risks and Uncertainties As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4 Months Ended |
Jun. 30, 2023 | |
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 is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 comprehensive 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 July 26, 2023, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on August 22, 2023. The interim results for the period from March 7, 2023 (inception) through June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statement and the reported amounts of expenses and disclosure of contingent assets and liabilities during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ 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 did not have any cash equivalents as of June 30, 2023. Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A Ordinary Shares that were sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will only redeem its Public Shares if the net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of the initial Business Combination. However, the threshold in its Amended and Restated Memorandum and Articles of Association would not change the nature of the underlying shares as redeemable and thus Public Shares are required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.10 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. 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, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statement. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share. Through June 30, 2023, the Company has one class of ordinary shares outstanding, which is referred to as Class B ordinary shares. Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the period from March 7, 2023 For the three months (inception) through ended June 30, 2023 June 30, 2023 Class B Class B Basic and diluted net loss per share: Numerator: Net loss $ (3,931) $ (9,481) Denominator: Weighted Average Ordinary Shares (1) 5,000,000 5,000,000 Basic and diluted net loss per ordinary share $ (0.00) $ (0.00) 1) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging As of June 30, 2023, the Company does not have any derivative instruments. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The warrants are not precluded from equity classification, and will be accounted for as such on the date of issuance, and each balance sheet date thereafter. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statement. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 4 Months Ended |
Jun. 30, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on July 25, 2023. On July 28, 2023, the Company consummated the Initial Public Offering of 23,000,000 Units at price of $10.00 per Unit, including 3,000,000 Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $230,000,000. Each Unit consisted of one Class A ordinary share and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 4 Months Ended |
Jun. 30, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 797,600 Private Placement Units at a price of $10.00 per share in a private placement to the Sponsor, including 30,000 Private Placement Units issued in connection with the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $7,976,000. Each Private Placement Unit consists of one Class A ordinary share and one |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 4 Months Ended |
Jun. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 15, 2023, the Sponsor acquired 5,750,000 Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $25,000 paid to cover certain expenses on behalf of the Company. The Founder Shares included an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding any Public Shares purchased by the Sponsor in the Initial Public Offering and excluding the Private Placement Units). The underwriters exercised the over-allotment option in full, so those shares are no longer subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees as disclosed herein) until the earlier of: (i) six months following the consummation of a Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company consummates a transaction which results in all of its shareholders having the right to exchange their shares for cash, securities, or other property. Promissory Note - Related Party On March 13, 2023, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This loan is non-interest bearing and payable on the earlier of December 31, 2023 or the date on which the Company consummates the Initial Public Offering. Prior to the Initial Public Offering, the Company had borrowed $272,550 under the Promissory Note. On June 30, 2023, the balance on the Promissory Note was $272,550. On July 28, 2023, the Company repaid Administrative Support Agreement The Sponsor has agreed, commencing from the date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to an affiliate of the Company’s Chief Executive Officer $20,000 per month for these services during the 24-month period to complete a Business Combination. Upon completion of an initial Business Combination or the Company’s liquidation, any remaining monthly payments from the 24-month term will be accelerated and due at the closing of the initial Business Combination or liquidation. In addition, following the commencement of the Initial Public Offering, the Company will pay an affiliate of our Chief Financial Officer $20,000 per month for services rendered prior to the consummation of the initial Business Combination; such amounts will be accrued and will only be payable upon the successful completion of the initial Business Combination. Working Capital Loans In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis. If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Units, at a price of $10.00 per Unit at the option of the lender, upon consummation of the initial Business Combination. The Units would be identical to the Private Placement Units. Other than as set forth above, the terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 4 Months Ended |
Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Agreement The holders of the Founder Shares, the Private Placement Units and any additional Private Placement Units that may be issued upon conversion of working capital loans (the “Working Capital Loans”) (and any underlying Class A ordinary shares) will have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement Simultaneously with the Initial Public Offering and sale of 20,000,000 Units (the “Firm Units”), the underwriters fully exercised the over-allotment option to purchase an additional 3,000,000 Units (the “Option Units”) at an offering price of $10.00 per Option Unit for an aggregate purchase price of $30,000,000. The underwriters were paid a cash underwriting discount of $0.20 per Firm Unit, or $4,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per Firm Unit and $0.55 per Option Unit, or $8,650,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions). 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. |
SHAREHOLDER'S EQUITY
SHAREHOLDER'S EQUITY | 4 Months Ended |
Jun. 30, 2023 | |
SHAREHOLDER'S EQUITY | |
SHAREHOLDER'S EQUITY | NOTE 7. SHAREHOLDER’S EQUITY Preference shares outstanding Class A ordinary shares — outstanding Class B ordinary shares — Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination, and may be converted at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis (unless otherwise provided in the business combination agreement), subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (not including the Class A ordinary shares underlying the Private Placement Units), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. In addition, only holders of Founder Shares will have the right to vote on the appointment of directors prior to the completion of the Company’s initial Business Combination and on a vote to continue the Company in a jurisdiction outside the Cayman Islands. Warrants — The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60 business days after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “ 30 - day redemption period”) to each warrant holder; and ● if, and only if, the closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 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 as described elsewhere in this prospectus) on each of 20 trading days within a 30 - trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders and there is an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to those Class A ordinary shares is available throughout the 30 - day redemption period. If and when the warrants become redeemable by the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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 shares (with such issue price or effective issue price to be determined in good faith by our 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 or Private Placement Units held by the initial shareholders or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and 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 consummate 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 above 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 (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold as part of the units in the Initial Public Offering. The Company accounts for the 11,898,800 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 398,800 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 4 Months Ended |
Jun. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8. 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, except for the Initial Public Offering which is disclosed throughout this document, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 4 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 comprehensive 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 July 26, 2023, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on August 22, 2023. The interim results for the period from March 7, 2023 (inception) through June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statement and the reported amounts of expenses and disclosure of contingent assets and liabilities during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ 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 did not have any cash equivalents as of June 30, 2023. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A Ordinary Shares that were sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will only redeem its Public Shares if the net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of the initial Business Combination. However, the threshold in its Amended and Restated Memorandum and Articles of Association would not change the nature of the underlying shares as redeemable and thus Public Shares are required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.10 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. 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, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statement. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 FASB ASC Topic 820, Fair Value Measurement |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share. Through June 30, 2023, the Company has one class of ordinary shares outstanding, which is referred to as Class B ordinary shares. Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the period from March 7, 2023 For the three months (inception) through ended June 30, 2023 June 30, 2023 Class B Class B Basic and diluted net loss per share: Numerator: Net loss $ (3,931) $ (9,481) Denominator: Weighted Average Ordinary Shares (1) 5,000,000 5,000,000 Basic and diluted net loss per ordinary share $ (0.00) $ (0.00) 1) |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging As of June 30, 2023, the Company does not have any derivative instruments. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The warrants are not precluded from equity classification, and will be accounted for as such on the date of issuance, and each balance sheet date thereafter. |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statement. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 4 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of basic and diluted net loss per ordinary share | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the period from March 7, 2023 For the three months (inception) through ended June 30, 2023 June 30, 2023 Class B Class B Basic and diluted net loss per share: Numerator: Net loss $ (3,931) $ (9,481) Denominator: Weighted Average Ordinary Shares (1) 5,000,000 5,000,000 Basic and diluted net loss per ordinary share $ (0.00) $ (0.00) 1) |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) - USD ($) | 1 Months Ended | 4 Months Ended | ||
Jul. 28, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of units issued | 20,000,000 | |||
Price per share | $ 10 | |||
Gross proceeds | [1] | $ 25,000 | ||
Transaction costs | $ 13,424,812 | |||
Cash underwriting fees | 4,000,000 | |||
Deferred underwriting fees | 8,650,000 | |||
Other offering costs | $ 774,812 | |||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | |||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50% | |||
Agreed minimum per unit sold amount held in trust account | $ 10.10 | |||
Redemption price per share | $ 10.10 | |||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | |||
Threshold percentage of public shares subject to redemption without the company's prior written consent | 15% | |||
Price per public share considered for reduction of funds in the trust account | $ 10.10 | |||
Cash | $ 28,508 | |||
Working capital deficit | $ 274,911 | |||
Subsequent event | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Gross proceeds | $ 230,000,000 | |||
Amount of net proceeds placed in trust account | $ 232,300,000 | |||
Initial Public Offering | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of units issued | 23,000,000 | |||
Price per share | $ 10 | |||
Gross proceeds | $ 230,000,000 | |||
Initial Public Offering | Subsequent event | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of units issued | 23,000,000 | |||
Initial Public Offering | Class A ordinary shares | Subsequent event | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Price per share | $ 10 | |||
Over-allotment | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of units issued | 3,000,000 | 3,000,000 | ||
Gross proceeds | $ 7,976,000 | |||
Over-allotment | Subsequent event | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of units issued | 3,000,000 | |||
Private Placement | Sponsor | Haymaker Sponsor IV LLC | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of units issued | 797,600 | |||
Price per share | $ 10 | |||
Gross proceeds | $ 7,976,000 | |||
[1]Includes up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5). In July 2023, the underwriter’s over-allotment option was exercised in full in conjunction with the Initial Public Offering, and the 750,000 Class B Ordinary Shares were no longer subject to forfeiture. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 4 Months Ended |
Jun. 30, 2023 USD ($) $ / shares | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Minimum net tangible assets prior to or upon consummation of the initial business combination for redemption of public shares | $ 5,000,001 |
Redemption price per share | $ / shares | $ 10.10 |
Unrecognized tax benefits | $ 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Ordinary Share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | ||||
Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jul. 31, 2023 | Jul. 28, 2023 | Mar. 15, 2023 | ||
Numerator: | |||||||
Net loss | $ (5,550) | $ (3,931) | $ (9,481) | ||||
Denominator: | |||||||
Weighted average shares outstanding, basic | [1] | 5,000,000 | 5,000,000 | ||||
Weighted average shares outstanding, diluted | 5,000,000 | 5,000,000 | |||||
Basic net loss per ordinary share | $ 0 | $ 0 | |||||
Diluted net loss per ordinary share | $ 0 | $ 0 | |||||
Number of shares no longer subject to forfeiture | 0 | ||||||
Founder Shares | Sponsor | |||||||
Denominator: | |||||||
Number of shares no longer subject to forfeiture | 0 | ||||||
Class B ordinary shares | |||||||
Denominator: | |||||||
Maximum number of shares that were subject to forfeiture | 750,000 | 750,000 | |||||
Class B ordinary shares | Founder Shares | Sponsor | |||||||
Denominator: | |||||||
Maximum number of shares that were subject to forfeiture | 750,000 | 750,000 | 750,000 | ||||
Class B ordinary shares | Founder Shares | Sponsor | Subsequent event | |||||||
Denominator: | |||||||
Number of shares no longer subject to forfeiture | 750,000 | ||||||
[1]Excludes up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5). In July 2023, the underwriter’s over-allotment option was exercised in full in conjunction with the Initial Public Offering, and the 750,000 Class B Ordinary Shares were no longer subject to forfeiture. |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 1 Months Ended | 4 Months Ended | ||
Jul. 28, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of units issued | 20,000,000 | |||
Price per share | $ 10 | |||
Issuance of Class B ordinary shares to Sponsor | [1] | $ 25,000 | ||
Exercise price of warrants | $ 11.50 | |||
Class A ordinary shares | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of shares issuable per warrant | 1 | |||
Initial Public Offering | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of units issued | 23,000,000 | |||
Price per share | $ 10 | |||
Issuance of Class B ordinary shares to Sponsor | $ 230,000,000 | |||
Initial Public Offering | Public warrant | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of warrants in a unit | 0.5 | |||
Initial Public Offering | Class A ordinary shares | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of shares in a unit | 1 | |||
Initial Public Offering | Class A ordinary shares | Public warrant | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Over-allotment | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of units issued | 3,000,000 | 3,000,000 | ||
Issuance of Class B ordinary shares to Sponsor | $ 7,976,000 | |||
[1]Includes up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5). In July 2023, the underwriter’s over-allotment option was exercised in full in conjunction with the Initial Public Offering, and the 750,000 Class B Ordinary Shares were no longer subject to forfeiture. |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 1 Months Ended | 4 Months Ended | ||
Jul. 28, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of units issued | 20,000,000 | |||
Price per share | $ 10 | |||
Issuance of Class B ordinary shares to Sponsor | [1] | $ 25,000 | ||
Private Placement | Sponsor | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of units issued | 797,600 | |||
Price per share | $ 10 | |||
Private Placement | Class A ordinary shares | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of shares in a unit | 1 | |||
Private Placement | Private Placement Warrants | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of warrants in a unit | 0.5 | |||
Over-allotment | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of units issued | 3,000,000 | 3,000,000 | ||
Issuance of Class B ordinary shares to Sponsor | $ 7,976,000 | |||
Over-allotment | Sponsor | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of units issued | 30,000 | |||
[1]Includes up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5). In July 2023, the underwriter’s over-allotment option was exercised in full in conjunction with the Initial Public Offering, and the 750,000 Class B Ordinary Shares were no longer subject to forfeiture. |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | 1 Months Ended | 4 Months Ended | |||
Mar. 15, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jul. 28, 2023 | ||
RELATED PARTY TRANSACTIONS | |||||
Gross proceeds | [1] | $ 25,000 | |||
Number of shares no longer subject to forfeiture | 0 | ||||
Class B ordinary shares | |||||
RELATED PARTY TRANSACTIONS | |||||
Maximum number of shares that were subject to forfeiture | 750,000 | ||||
Ownership percentage of issued and outstanding ordinary shares after the Initial Public Offering | 20% | ||||
Founder Shares | Sponsor | |||||
RELATED PARTY TRANSACTIONS | |||||
Ownership percentage of issued and outstanding ordinary shares after the Initial Public Offering | 20% | ||||
Number of shares no longer subject to forfeiture | 0 | ||||
Founder Shares | Sponsor | Class B ordinary shares | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of shares issued | 5,750,000 | ||||
Gross proceeds | $ 25,000 | ||||
Maximum number of shares that were subject to forfeiture | 750,000 | 750,000 | |||
[1]Includes up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (see Note 5). In July 2023, the underwriter’s over-allotment option was exercised in full in conjunction with the Initial Public Offering, and the 750,000 Class B Ordinary Shares were no longer subject to forfeiture. |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Promissory Note (Details) - USD ($) | 4 Months Ended | |
Mar. 13, 2023 | Jun. 30, 2023 | |
RELATED PARTY TRANSACTIONS | ||
Proceeds from promissory note - related party | $ 272,550 | |
Promissory note - related party | $ 272,550 | |
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related party | |
Promissory Note - Related Party | Sponsor | Note | ||
RELATED PARTY TRANSACTIONS | ||
Maximum loan | $ 300,000 | |
Proceeds from promissory note - related party | $ 272,550 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Administrative Support Agreement (Details) - Administrative Support Agreement | 4 Months Ended |
Jun. 30, 2023 USD ($) | |
RELATED PARTY TRANSACTIONS | |
Period to complete business combination | 24 months |
Affiliate | Chief Executive Officer | |
RELATED PARTY TRANSACTIONS | |
Amount per month for office space, utilities and administrative services | $ 20,000 |
Affiliate | Chief Financial Officer | |
RELATED PARTY TRANSACTIONS | |
Amount per month for office space, utilities and administrative services | $ 20,000 |
RELATED PARTY TRANSACTIONS - Wo
RELATED PARTY TRANSACTIONS - Working Capital Loans (Details) - Working Capital Loans - Sponsor or an affiliate of the Sponsor, or officers and directors | 4 Months Ended |
Jun. 30, 2023 USD ($) $ / shares | |
RELATED PARTY TRANSACTIONS | |
Maximum amount of loan convertible into units | $ 1,500,000 |
Proceeds from the Trust Account used for repayment | $ 0 |
Share price | $ / shares | $ 10 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 4 Months Ended | |
Jul. 28, 2023 shares | Jun. 30, 2023 USD ($) item $ / shares shares | |
COMMITMENTS AND CONTINGENCIES | ||
Maximum number of demands, excluding short form demands | item | 3 | |
Number of units issued | shares | 20,000,000 | |
Price per share | $ 10 | |
Cash underwriting fees per unit | $ 0.20 | |
Cash underwriting fees | $ | $ 4,000,000 | |
Deferred underwriting fees per firm unit | $ 0.35 | |
Deferred underwriting fees per option unit | $ 0.55 | |
Deferred underwriting fees | $ | $ 8,650,000 | |
Over-allotment | ||
COMMITMENTS AND CONTINGENCIES | ||
Number of units issued | shares | 3,000,000 | 3,000,000 |
Aggregate purchase price | $ | $ 30,000,000 |
SHAREHOLDER'S EQUITY - Preferen
SHAREHOLDER'S EQUITY - Preference shares (Details) | Jun. 30, 2023 $ / shares shares |
SHAREHOLDER'S EQUITY | |
Preferred shares, shares authorized | 1,000,000 |
Preferred shares, par value per share | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
SHAREHOLDER'S EQUITY - Ordinary
SHAREHOLDER'S EQUITY - Ordinary shares (Details) | 4 Months Ended | ||
Mar. 15, 2023 shares | Jun. 30, 2023 Vote $ / shares shares | Jul. 28, 2023 shares | |
Ordinary shares | |||
Ordinary shares, par value per share | $ / shares | $ 0.0001 | ||
Ordinary shares, votes per share | Vote | 1 | ||
Number of shares no longer subject to forfeiture | 0 | ||
Founder Shares | Sponsor | |||
Ordinary shares | |||
Ownership percentage of issued and outstanding ordinary shares after the Initial Public Offering | 20% | ||
Number of shares no longer subject to forfeiture | 0 | ||
Ratio to be applied to the stock in the conversion | 1 | ||
Class A ordinary shares | |||
Ordinary shares | |||
Ordinary shares, shares authorized | 500,000,000 | ||
Ordinary shares, par value per share | $ / shares | $ 0.0001 | ||
Ordinary shares, votes per share | Vote | 1 | ||
Ordinary shares, shares issued | 0 | ||
Ordinary shares, shares outstanding | 0 | ||
Ratio to be applied to the stock in the conversion | 1 | ||
Class A ordinary shares | Founder Shares | |||
Ordinary shares | |||
Ownership percentage of issued and outstanding ordinary shares after the Initial Public Offering | 20% | ||
Class B ordinary shares | |||
Ordinary shares | |||
Ordinary shares, shares authorized | 50,000,000 | ||
Ordinary shares, par value per share | $ / shares | $ 0.0001 | ||
Ordinary shares, votes per share | Vote | 1 | ||
Ordinary shares, shares issued | 5,750,000 | ||
Ordinary shares, shares outstanding | 5,750,000 | ||
Maximum number of shares that were subject to forfeiture | 750,000 | ||
Ownership percentage of issued and outstanding ordinary shares after the Initial Public Offering | 20% | ||
Class B ordinary shares | Founder Shares | Sponsor | |||
Ordinary shares | |||
Maximum number of shares that were subject to forfeiture | 750,000 | 750,000 |
SHAREHOLDER'S EQUITY - Warrants
SHAREHOLDER'S EQUITY - Warrants (Details) | 4 Months Ended | |
Jun. 30, 2023 D $ / shares shares | Jul. 28, 2023 $ / shares shares | |
Warrants | ||
Warrants outstanding | 0 | |
Exercise price of warrants | $ / shares | $ 11.50 | |
Minimum threshold days for exercise of warrants | 30 days | |
Expiration term | 5 years | |
Maximum threshold period for filing registration statement after business combinations | D | 15 | |
Maximum threshold period for registration statement to become effective after business combination | D | 60 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption period | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | |
Threshold trading days for redemption of public warrants | D | 20 | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Initial Public Offering | ||
Warrants | ||
Warrants outstanding | 11,898,800 | |
Class A ordinary shares | ||
Warrants | ||
Number of shares issuable per warrant | 1 | |
Share price | $ / shares | $ 9.20 | |
Percentage of gross proceeds on total equity proceed | 60% | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | |
Adjustment of exercise price of warrants based on market value and newly issued price 2 (as a percent) | 180% | |
Public warrant | Initial Public Offering | ||
Warrants | ||
Warrants outstanding | 11,500,000 | |
Public warrant | Class A ordinary shares | Initial Public Offering | ||
Warrants | ||
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ / shares | $ 11.50 | |
Private Placement Warrants | ||
Warrants | ||
Threshold period for not to transferable, assignable or salable any of their shares or warrants after the completion of the initial business combination | 30 days | |
Private Placement Warrants | Initial Public Offering | ||
Warrants | ||
Warrants outstanding | 398,800 |