Document And Entity Information
Document And Entity Information - shares | 7 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | INFLECTION POINT ACQUISITION CORP. II | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001970622 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41711 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 167 Madison Avenue | |
Entity Address, Address Line Two | Suite 205 #1017 | |
Entity Address, State or Province | NY | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10016 | |
City Area Code | (212) | |
Local Phone Number | 476-6908 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | ||
Document Information Line Items | ||
Trading Symbol | IPXXU | |
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 | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | IPXX | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Document Information Line Items | ||
Trading Symbol | IPXXW | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 25,000,000 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,250,000 |
Condensed Balance Sheet (Unaudi
Condensed Balance Sheet (Unaudited) | Sep. 30, 2023 USD ($) |
Current assets: | |
Cash | $ 337,588 |
Prepaid expenses | 39,330 |
Prepaid insurance | 335,917 |
Total Current Assets | 712,835 |
Marketable securities held in Trust Account | 255,579,480 |
Total Assets | 256,292,315 |
Current liabilities: | |
Accrued expenses | 197,693 |
Total Current Liabilities | 197,693 |
Deferred underwriting fee payable | 13,100,000 |
Total Liabilities | 13,297,693 |
Commitments and Contingencies | |
Class A ordinary shares subject to possible redemption, 25,000,000 shares at redemption value of $10.22 per share | 255,579,480 |
Shareholders’ Deficit | |
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | |
Accumulated deficit | (12,585,483) |
Total Shareholders’ Deficit | (12,584,858) |
Total Liabilities and Shareholders’ Deficit | 256,292,315 |
Class A Ordinary Shares | |
Current liabilities: | |
Class A ordinary shares subject to possible redemption, 25,000,000 shares at redemption value of $10.22 per share | 255,579,480 |
Shareholders’ Deficit | |
Ordinary shares | |
Class B Ordinary Shares | |
Shareholders’ Deficit | |
Ordinary shares | $ 625 |
Condensed Balance Sheet (Unau_2
Condensed Balance Sheet (Unaudited) (Parentheticals) | Sep. 30, 2023 $ / shares shares |
Preferred shares, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred shares, shares authorized | 5,000,000 |
Preferred shares, shares issued | |
Preferred shares, shares outstanding | |
Class A Ordinary Shares | |
Ordinary shares subject to possible redemption, shares | 25,000,000 |
Ordinary shares subject to possible redemption, value per share (in Dollars per share) | $ / shares | $ 10.22 |
Ordinary shares, shares par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 |
Ordinary shares, shares issued | |
Ordinary shares, shares outstanding | |
Class B Ordinary Shares | |
Ordinary shares, shares par value (in Dollars per share) | $ / shares | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 |
Ordinary shares, shares issued | 6,250,000 |
Ordinary shares, shares outstanding | 6,250,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 7 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Formation and operating costs | $ 420,837 | $ 655,690 |
Loss from operations | (420,837) | (655,690) |
OTHER INCOME | ||
Interest income from bank | 7,709 | 7,709 |
Interest earned on marketable securities held in Trust Account | 3,270,011 | 4,329,480 |
Total other income | 3,277,720 | 4,337,189 |
NET INCOME | $ 2,856,883 | $ 3,681,499 |
Redeemable Shares | ||
OTHER INCOME | ||
Basic weighted average shares outstanding (in Shares) | 25,000,000 | 14,783,654 |
Basic net income per share (in Dollars per share) | $ 0.12 | $ 0.7 |
Non-redeemable Shares | ||
OTHER INCOME | ||
Basic weighted average shares outstanding (in Shares) | 6,250,000 | 6,280,649 |
Basic net income per share (in Dollars per share) | $ (0.01) | $ (1.05) |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 7 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Redeemable Shares | ||
Diluted weighted average shares outstanding | 25,000,000 | 14,783,654 |
Diluted net income per share | $ 0.12 | $ 0.70 |
Non-redeemable Shares | ||
Diluted weighted average shares outstanding | 6,250,000 | 6,280,649 |
Diluted net income per share | $ (0.01) | $ (1.05) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Mar. 05, 2023 | |||||
Balance (in Shares) at Mar. 05, 2023 | |||||
Class B ordinary shares issued to Sponsor | $ 633 | 24,367 | 25,000 | ||
Class B ordinary shares issued to Sponsor (in Shares) | 6,325,000 | ||||
Net income (loss) | (6,203) | (6,203) | |||
Balance at Mar. 31, 2023 | $ 633 | 24,367 | (6,203) | 18,797 | |
Balance (in Shares) at Mar. 31, 2023 | 6,325,000 | ||||
Balance at Mar. 05, 2023 | |||||
Balance (in Shares) at Mar. 05, 2023 | |||||
Forfeiture of founder shares | 8 | ||||
Net income (loss) | 3,681,499 | ||||
Balance at Sep. 30, 2023 | $ 625 | (12,585,483) | (12,584,858) | ||
Balance (in Shares) at Sep. 30, 2023 | 6,250,000 | ||||
Balance at Mar. 31, 2023 | $ 633 | 24,367 | (6,203) | 18,797 | |
Balance (in Shares) at Mar. 31, 2023 | 6,325,000 | ||||
Sale of Class A ordinary shares and over-allotment | $ 2,500 | 249,997,500 | 250,000,000 | ||
Sale of Class A ordinary shares and over-allotment (in Shares) | 25,000,000 | ||||
Class A ordinary shares subject to possible redemption | $ (2,500) | (247,910,000) | (247,912,500) | ||
Class A ordinary shares subject to possible redemption (in Shares) | (25,000,000) | ||||
Underwriters’ compensation | (17,500,000) | (17,500,000) | |||
Offering costs | (861,877) | (861,877) | |||
Sale of 7,650,000 private placement warrants | 7,650,000 | 7,650,000 | |||
Allocation of offering costs related to redeemable shares | 18,183,179 | 18,183,179 | |||
Forfeiture of founder shares | $ (8) | 8 | |||
Forfeiture of founder shares (in Shares) | (75,000) | ||||
Accretion for redeemable shares to redemption value | (9,583,177) | (12,996,971) | (22,580,148) | ||
Net income (loss) | 830,819 | 830,819 | |||
Balance at Jun. 30, 2023 | $ 625 | (12,172,355) | (12,171,730) | ||
Balance (in Shares) at Jun. 30, 2023 | 6,250,000 | ||||
Accretion for redeemable shares to redemption value | (3,270,011) | (3,270,011) | |||
Net income (loss) | 2,856,883 | 2,856,883 | |||
Balance at Sep. 30, 2023 | $ 625 | $ (12,585,483) | $ (12,584,858) | ||
Balance (in Shares) at Sep. 30, 2023 | 6,250,000 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) (Parentheticals) | 3 Months Ended |
Jun. 30, 2023 shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of private placement warrants | 7,650,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 7 Months Ended |
Sep. 30, 2023 USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 3,681,499 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 5,845 |
Interest earned on marketable securities held in Trust Account | (4,329,480) |
Prepaid expenses | (30,723) |
Prepaid insurance | (335,917) |
Accrued expenses | 197,693 |
Net cash used in operating activities | (811,083) |
Cash Flows from Investing Activities: | |
Investment of cash into Trust Account | (251,250,000) |
Net cash used in investing activities | (251,250,000) |
Cash Flows from Financing Activities: | |
Proceeds from sale of Units, net of underwriting discounts paid | 245,600,000 |
Proceeds from sale of private placements warrants | 7,650,000 |
Repayment of promissory note - related party | (179,665) |
Payment of offering costs | (671,664) |
Net cash provided by financing activities | 252,398,671 |
Net Change in Cash | 337,588 |
Cash – Beginning of period | |
Cash – End of period | 337,588 |
Supplemental disclosure of cash flow information: | |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | 11,000 |
Prepaid services contributed by Sponsor in exchange for issuance of Class B ordinary shares | 8,607 |
Deferred offering costs paid through promissory note – related party | 179,213 |
Accretion of Class A ordinary shares to redemption value | 25,850,159 |
Deferred underwriting fee payable | 13,100,000 |
Forfeiture of Founder Shares | 8 |
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 5,845,000,000 |
Organization and Business Opera
Organization and Business Operations | 7 Months Ended |
Sep. 30, 2023 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Inflection Point Acquisition Corp. II (the “Company”) is a special purpose acquisition company incorporated as a Cayman Islands exempted corporation on March 6, 2023. 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 (the “Business Combination”). The Company has not selected any specific Business Combination target. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from March 6, 2023 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (the “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 Company’s sponsor is Inflection Point Holdings II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on May 24, 2023. On May 30, 2023, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units”), which includes the partial 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 $250,000,000, which is discussed in Note 3. Each Unit consists of one Class A ordinary share (the “Public Shares”) and one half of one redeemable warrant (the “Public Warrants”) of the Company, with each whole warrant entitling the holder to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,650,000 private placement warrants (the “Private Placement Warrants”) to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, at a price of $1.00 per Private Placement Warrant, or $7,650,000 in the aggregate, which is described in Note 4. Of those 7,650,000 Private Placement Warrants, the Sponsor purchased 6,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 1,650,000 Private Placement Warrants. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Transaction costs amounted to $18,361,877 consisting of $4,400,000 of cash underwriting discount, $13,100,000 of deferred underwriting fees, and $861,877 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts and taxes payable on the income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination 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 May 30, 2023, an amount of $251,250,000 ($10.05 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sales of the Private Placement Warrants was placed in the trust account (the “Trust Account”) and will be 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. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants placed into the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial 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 at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $10.05 per Public Share (without taking into account interest earned or taxes payable). The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. If the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. 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 (except for the Company’s independent auditors), 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 (except for the Company’s independent auditors), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 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 $10.05 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”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Going Concern Consideration As of September 30, 2023, the Company had $337,588 of cash and a working capital of $515,142. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Completion Window. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 7 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 26, 2023, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on June 5, 2023. The interim results for the three months ended September 30, 2023 and the period from March 6, 2023 (inception) through September 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 Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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 has $337,588 in cash and no cash equivalents as of September 30, 2023. Marketable Securities Held in Trust Account At September 30, 2023, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. government securities. nvestments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in the accompanying unaudited condensed statements of operations. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees, cash underwriting discount, and deferred underwriting fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering and offering costs allocated to Public Warrants (as defined in Note 3) were charged to shareholders’ deficit upon the completion of the Initial Public Offering. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Class A Redeemable Share Classification The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at September 30, 2023, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2023, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (2,087,500 ) Class A ordinary shares issuance cost (18,183,179 ) Plus: Accretion of carrying value to redemption value 25,850,159 Class A Ordinary Shares subject to possible redemption, September 30, 2023 $ 255,579,480 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company accounts for income taxes under ASC 740. ASC 740 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 major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,150,000 Class A ordinary shares in the aggregate. At September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended September 30, For The Period from March 6, 2023 2023 Net Income 2,856,883 3,681,499 Accretion of temporary equity to redemption value — (21,520,679 ) Interest income from Trust Account (3,270,011 ) (4,329,480 ) Net loss including accretion of temporary equity to redemption value (413,128 ) (22,168,660 ) Three Months Ended September 30, 2023 For The Period from Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (330,502 ) $ (82,626 ) $ (15,558,730 ) $ (6,609,930 ) Accretion of temporary equity to redemption value — — 21,520,679 — Net income including accretion of temporary equity to redemption value 3,270,011 — 4,329,480 — Net income (loss) 2,939,509 (82,626 ) 10,291,429 (6,609,930 ) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 14,783,654 6,280,649 Basic and diluted net income (loss) per ordinary share $ 0.12 $ (0.01 ) $ 0.70 $ (1.05 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further the impact of this military action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s condensed financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 7 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering on May 30, 2023, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriter of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-half of one redeemable Public Warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five Warrants — five The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit. Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering 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 its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s 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 th If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing at least 150 days after completion of the Company’s initial Business Combination and ending on the third trading day prior to the date on which the Company sends to the notice of redemption to the warrant holders. Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. |
Private Placement
Private Placement | 7 Months Ended |
Sep. 30, 2023 | |
Private Placement [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters, purchased an aggregate of 7,650,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, or $7,650,000 in the aggregate, in a private placement. Of those 7,650,000 Private Placement Warrants, the Sponsor purchased 6,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 1,650,000 Private Placement Warrants. Each Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald & Co. or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor Fitzgerald & Co. and/or its designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8). The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 7 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On March 8, 2023, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 founders shares to the Sponsor. On May 24, 2023, the Company effected a share capitalization of 575,000, resulting in the Sponsor holding 6,325,000 founder shares. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The founder shares included an aggregate of 825,000 shares that were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. As a result of the underwriters’ election to partially exercise their over-allotment option on May 30, 2023, 75,000 founder shares were forfeited resulting in the Sponsor holding 6,250,000 founder shares. The remaining founder shares are no longer subject to forfeiture. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof 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 Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). 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 sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of December 31, 2023 or the closing of the Initial Public Offering. The outstanding balance of $179,665 was repaid at the closing of the Initial Public Offering on May 30, 2023. Services and Indemnification Agreement Commencing on May 24, 2023, the Company entered into an agreement pursuant to which it will pay an aggregate of $27,083.33 per month to The Venture Collective LLC (“TVC”), an affiliate of one of the Company’s directors, Nicholas Shekerdemian, for the services of Peter Ondishin, Chief Financial Officer, and Kevin Shannon, Chief of Staff. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. In addition, the Company has agreed that it will indemnify the Sponsor and TVC from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor and/or TVC alleging any expressed or implied management or endorsement by the Sponsor and/or TVC of any of the Company’s activities or any express or implied association between the Sponsor and/or TVC, on the one hand, and the Company or any of its other affiliates, on the other hand, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account. The services and indemnification agreement also provides that Peter Ondishin and Kevin Shannon cannot access the funds held in the Trust Account. For the three months ended September 30, 2023 and for the period from March 6, 2023 (inception) through September 30, 2023, the company incurred $81,250 and $115,555, respectively, and paid $115,555 for these services. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use amounts held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $1.00 per private placement warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023, no such Working Capital Loans were outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 7 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on May 24, 2023. 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 “piggy-back” 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. Underwriters Agreement The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,300,000 Units to cover over-allotments, if any. On May 30, 2023, simultaneously with the closing of the Initial Public Offering, the underwriters elected to partially exercise the over-allotment option to purchase an additional 3,000,000 Units at a price of $10.00 per Unit. The underwriters determined to forfeit the remaining 300,000 Units. The underwriters were entitled to a cash underwriting discount of $4,400,000 (2.0% of the gross proceeds of the Units offered in the Initial Public Offering, excluding any proceeds from Units sold pursuant to the underwriters’ over-allotment option). Additionally, the underwriters are entitled to a deferred underwriting commission of 5.0% on the base deal and an additional 7.0% on the Units sold pursuant to the underwriters’ option to purchase additional Units (or $13,100,000 in the aggregate) of the gross proceeds of the Initial Public Offering held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. |
Shareholders_ Deficit
Shareholders’ Deficit | 7 Months Ended |
Sep. 30, 2023 | |
Shareholders’ Deficit [Abstract] | |
Shareholders’ Deficit | Note 7 — Shareholders’ Deficit Preferred Shares no Class A Ordinary Shares no Class B Ordinary Shares The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, 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 initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), 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 initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of the Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. |
Fair Value Measurements
Fair Value Measurements | 7 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2023, assets held in the Trust Account were comprised of $255,579,480 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. Through September 30, 2023, the Company did not withdraw any interest earned on the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, Assets: Marketable securities held in Trust Account 1 $ 255,579,480 |
Subsequent Events
Subsequent Events | 7 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 7 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 26, 2023, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on June 5, 2023. The interim results for the three months ended September 30, 2023 and the period from March 6, 2023 (inception) through September 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 Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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 has $337,588 in cash and no cash equivalents as of September 30, 2023. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2023, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. government securities. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees, cash underwriting discount, and deferred underwriting fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering and offering costs allocated to Public Warrants (as defined in Note 3) were charged to shareholders’ deficit upon the completion of the Initial Public Offering. |
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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. |
Class A Redeemable Share Classification | Class A Redeemable Share Classification The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at September 30, 2023, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2023, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (2,087,500 ) Class A ordinary shares issuance cost (18,183,179 ) Plus: Accretion of carrying value to redemption value 25,850,159 Class A Ordinary Shares subject to possible redemption, September 30, 2023 $ 255,579,480 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company accounts for income taxes under ASC 740. ASC 740 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 major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. |
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”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,150,000 Class A ordinary shares in the aggregate. At September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended September 30, For The Period from March 6, 2023 2023 Net Income 2,856,883 3,681,499 Accretion of temporary equity to redemption value — (21,520,679 ) Interest income from Trust Account (3,270,011 ) (4,329,480 ) Net loss including accretion of temporary equity to redemption value (413,128 ) (22,168,660 ) Three Months Ended September 30, 2023 For The Period from Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (330,502 ) $ (82,626 ) $ (15,558,730 ) $ (6,609,930 ) Accretion of temporary equity to redemption value — — 21,520,679 — Net income including accretion of temporary equity to redemption value 3,270,011 — 4,329,480 — Net income (loss) 2,939,509 (82,626 ) 10,291,429 (6,609,930 ) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 14,783,654 6,280,649 Basic and diluted net income (loss) per ordinary share $ 0.12 $ (0.01 ) $ 0.70 $ (1.05 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further the impact of this military action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s condensed financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 7 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Class A Ordinary Shares Subject to Redemption | At September 30, 2023, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Proceeds allocated to Public Warrants (2,087,500 ) Class A ordinary shares issuance cost (18,183,179 ) Plus: Accretion of carrying value to redemption value 25,850,159 Class A Ordinary Shares subject to possible redemption, September 30, 2023 $ 255,579,480 |
Schedule 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): Three Months Ended September 30, For The Period from March 6, 2023 2023 Net Income 2,856,883 3,681,499 Accretion of temporary equity to redemption value — (21,520,679 ) Interest income from Trust Account (3,270,011 ) (4,329,480 ) Net loss including accretion of temporary equity to redemption value (413,128 ) (22,168,660 ) Three Months Ended September 30, 2023 For The Period from Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (330,502 ) $ (82,626 ) $ (15,558,730 ) $ (6,609,930 ) Accretion of temporary equity to redemption value — — 21,520,679 — Net income including accretion of temporary equity to redemption value 3,270,011 — 4,329,480 — Net income (loss) 2,939,509 (82,626 ) 10,291,429 (6,609,930 ) Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 14,783,654 6,280,649 Basic and diluted net income (loss) per ordinary share $ 0.12 $ (0.01 ) $ 0.70 $ (1.05 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 7 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets that are Measured at Fair Value | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, Assets: Marketable securities held in Trust Account 1 $ 255,579,480 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 7 Months Ended | |
May 30, 2023 | Sep. 30, 2023 | |
Organization and Business Operations [Line Items] | ||
Gross proceeds | $ 250,000,000 | |
Transaction cost | $ 18,361,877 | |
Cash underwriting discount | 4,400,000 | |
Deferred underwriting fees | $ 13,100,000 | |
Net balance percentage | 80% | |
Net proceeds | $ 251,250,000 | |
Closing price per share (in Dollars per share) | $ 10.05 | |
Redeem public share percentage | 100% | |
Interest to pay | $ 100,000 | |
Cash | 337,588 | |
Working capital | 515,142 | |
Inflection Point Holdings II LLC [Member] | ||
Organization and Business Operations [Line Items] | ||
Over-allotment option price per share (in Dollars per share) | $ 10 | |
Initial Public Offering [Member] | ||
Organization and Business Operations [Line Items] | ||
Shares issued (in Shares) | 25,000,000 | |
Share issued, price per share (in Dollars per share) | $ 10 | |
Price per unit (in Dollars per share) | $ 11.5 | |
Over-Allotment Option [Member] | ||
Organization and Business Operations [Line Items] | ||
Shares issued (in Shares) | 3,000,000 | |
Private Placement Warrants [Member] | ||
Organization and Business Operations [Line Items] | ||
Sale of stock (in Shares) | 7,650,000 | |
Price per unit (in Dollars per share) | $ 1 | |
Aggregate amount | $ 7,650,000 | |
Aggregate shares (in Shares) | 1,650,000 | |
Underwriting [Member] | ||
Organization and Business Operations [Line Items] | ||
Other offering costs | $ 861,877 | |
Public Share [Member] | ||
Organization and Business Operations [Line Items] | ||
Price per unit (in Dollars per share) | $ 10.05 | |
Class A Ordinary Shares [Member] | ||
Organization and Business Operations [Line Items] | ||
Share issued, price per share (in Dollars per share) | $ 11.5 | |
Price per unit (in Dollars per share) | $ 11.5 | |
Class A Ordinary Shares [Member] | Warrants [Member] | ||
Organization and Business Operations [Line Items] | ||
Share issued, price per share (in Dollars per share) | $ 11.5 | |
Investment Company Act [Member] | ||
Organization and Business Operations [Line Items] | ||
Ownership percentage | 50% | |
Independent Auditors [Member] | ||
Organization and Business Operations [Line Items] | ||
Price per share of trust assets (in Dollars per share) | $ 10.05 | |
Independent Auditors [Member] | Sponsor [Member] | ||
Organization and Business Operations [Line Items] | ||
Price per share of trust assets (in Dollars per share) | $ 10.05 | |
Sponsor [Member] | ||
Organization and Business Operations [Line Items] | ||
Aggregate shares (in Shares) | 6,000,000 | |
Cantor Fitzgerald [Member] | ||
Organization and Business Operations [Line Items] | ||
Aggregate shares issued (in Shares) | 7,650,000 | |
Aggregate shares (in Shares) | 7,650,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | Sep. 30, 2023 USD ($) shares |
Significant Accounting Policies [Line Items] | |
Cash and no cash equivalents | $ | $ 337,588 |
Class A Ordinary Shares [Member] | Warrants [Member] | |
Significant Accounting Policies [Line Items] | |
Warrants are exercisable to purchase | shares | 20,150,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Subject to Redemption - Class A Ordinary Shares [Member] | 7 Months Ended |
Sep. 30, 2023 USD ($) | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Gross proceeds | $ 250,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (2,087,500) |
Class A ordinary shares issuance cost | (18,183,179) |
Plus: | |
Accretion of carrying value to redemption value | 25,850,159 |
Class A Ordinary Shares subject to possible redemption, September 30, 2023 | $ 255,579,480 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | |
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share [Line Items] | ||||
Net income (loss) | $ (6,203) | $ 2,856,883 | $ 830,819 | $ 3,681,499 |
Accretion of temporary equity to redemption value | (21,520,679) | |||
Interest income from Trust Account | (3,270,011) | (4,329,480) | ||
Net loss including accretion of temporary equity to redemption value | (413,128) | (22,168,660) | ||
Numerator: | ||||
Accretion of temporary equity to redemption value | 21,520,679 | |||
Redeemable shares [Member] | ||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share [Line Items] | ||||
Net income (loss) | 2,939,509 | 10,291,429 | ||
Accretion of temporary equity to redemption value | (21,520,679) | |||
Net loss including accretion of temporary equity to redemption value | 3,270,011 | 4,329,480 | ||
Numerator: | ||||
Allocation of net loss | (330,502) | (15,558,730) | ||
Accretion of temporary equity to redemption value | $ 21,520,679 | |||
Denominator: | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 25,000,000 | 14,783,654 | ||
Basic and diluted net income (loss) per ordinary share (in Dollars per share) | $ 0.12 | $ 0.7 | ||
Non-redeemable shares [Member] | ||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share [Line Items] | ||||
Net income (loss) | $ (82,626) | $ (6,609,930) | ||
Accretion of temporary equity to redemption value | ||||
Net loss including accretion of temporary equity to redemption value | ||||
Numerator: | ||||
Allocation of net loss | (82,626) | (6,609,930) | ||
Accretion of temporary equity to redemption value | ||||
Denominator: | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 6,250,000 | 6,280,649 | ||
Basic and diluted net income (loss) per ordinary share (in Dollars per share) | $ (0.01) | $ (1.05) |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share (Parentheticals) - $ / shares | 3 Months Ended | 7 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Redeemable shares [Member] | ||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 25,000,000 | 14,783,654 |
Diluted net income (loss) per ordinary share | $ 0.12 | $ 0.70 |
Non-redeemable shares [Member] | ||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Ordinary Share (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 6,250,000 | 6,280,649 |
Diluted net income (loss) per ordinary share | $ (0.01) | $ (1.05) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 7 Months Ended | ||
Sep. 30, 2023 | May 30, 2023 | Sep. 30, 2023 | |
Initial Public Offering [Line Items] | |||
Initial business combination expire term | 5 years | 5 years | |
Private placement warrants, description | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing at least 150 days after completion of the Company’s initial Business Combination and ending on the third trading day prior to the date on which the Company sends to the notice of redemption to the warrant holders. | ||
Initial Public Offering [Member] | |||
Initial Public Offering [Line Items] | |||
Warrants shares issued | 25,000,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Shares price (in Dollars per share) | $ 11.5 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Line Items] | |||
Warrants shares issued | 3,000,000 | ||
Class A Ordinary Shares [Member] | |||
Initial Public Offering [Line Items] | |||
Price per share (in Dollars per share) | $ 11.5 | ||
Shares price (in Dollars per share) | $ 11.5 | $ 11.5 | |
Warrant [Member] | Class A Ordinary Shares [Member] | |||
Initial Public Offering [Line Items] | |||
Warrants shares issued | 20,150,000 | 20,150,000 | |
Warrants shares outstanding | 20,150,000 | 20,150,000 |
Private Placement (Details)
Private Placement (Details) | 7 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Private Placement [Line Items] | |
Proceeds from sale of private placement warrants (in Dollars) | $ | $ 7,650,000 |
Private Placement Warrants [Member] | |
Private Placement [Line Items] | |
Aggregate shares | shares | 7,650,000 |
Share price (in Dollars per share) | $ / shares | $ 11.5 |
Class A Ordinary Shares [Member] | |
Private Placement [Line Items] | |
Share price (in Dollars per share) | $ / shares | $ 11.5 |
Proceeds from sale of private placement warrants (in Dollars) | $ | $ 2,087,500 |
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | |
Private Placement [Line Items] | |
Share price (in Dollars per share) | $ / shares | $ 11.5 |
Class of warrant or rights issued during period, price per warrant or right (in Dollars per share) | $ / shares | $ 1 |
Proceeds from sale of private placement warrants (in Dollars) | $ | $ 7,650,000 |
Business Combination [Member] | |
Private Placement [Line Items] | |
Percent of business combination transaction | 100% |
Sponsor [Member] | Private Placement Warrants [Member] | |
Private Placement [Line Items] | |
Aggregate shares | shares | 6,000,000 |
Cantor Fitzgerald [Member] | |
Private Placement [Line Items] | |
Aggregate shares | shares | 7,650,000 |
Cantor Fitzgerald [Member] | Private Placement Warrants [Member] | |
Private Placement [Line Items] | |
Aggregate shares | shares | 1,650,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 7 Months Ended | |||
May 30, 2023 | May 24, 2023 | Mar. 08, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Related Party Transactions [Line Items] | |||||
Capital contribution | $ 25,000 | ||||
Founders share issued (in Shares) | 5,750,000 | ||||
Share capitalization (in Shares) | 575,000 | ||||
Shares forfeiture (in Shares) | 75,000 | ||||
Outstanding balance | $ 179,665 | $ 179,665 | |||
Company incurred paid amount | $ 81,250 | 115,555 | |||
Services cost paid | 115,555 | ||||
Working capital loans | $ 1,500,000 | ||||
Over-Allotment Option [Member] | |||||
Related Party Transactions [Line Items] | |||||
Issued price per share (in Dollars per share) | $ 10 | ||||
Class A Ordinary Shares [Member] | |||||
Related Party Transactions [Line Items] | |||||
Exceeds price per share (in Dollars per share) | $ 12 | $ 12 | |||
Price per share (in Dollars per share) | 11.5 | $ 11.5 | |||
Sponsor [Member] | |||||
Related Party Transactions [Line Items] | |||||
Issued price per share (in Dollars per share) | $ 0.004 | ||||
Aggregate loan amount | $ 300,000 | ||||
Founders [Member] | |||||
Related Party Transactions [Line Items] | |||||
Share capitalization (in Shares) | 6,325,000 | ||||
Shares forfeiture (in Shares) | 825,000 | ||||
Shares issued (in Shares) | 6,250,000 | 6,325,000 | |||
Founders [Member] | Over-Allotment Option [Member] | |||||
Related Party Transactions [Line Items] | |||||
Shares forfeiture (in Shares) | 75,000 | ||||
Related Party [Member] | Private Placement [Member] | |||||
Related Party Transactions [Line Items] | |||||
Price per share (in Dollars per share) | $ 1 | $ 1 | |||
Venture Collective LLC [Member] | |||||
Related Party Transactions [Line Items] | |||||
Aggregate amount | $ 27,083.33 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 7 Months Ended | |
May 30, 2023 | Sep. 30, 2023 | |
Commitments and Contingencies [Line Items] | ||
Forfeit remaining unit | 300,000 | |
Cash underwriting discount | $ 4,400,000 | |
Percentage, gross proceeds | 2% | |
Percentage, deferred underwriting commission | 5% | |
Percentage, additional unit sold | 7% | |
Initial Public Offering [Member] | ||
Commitments and Contingencies [Line Items] | ||
Purchase of additional units | 3,300,000 | |
Share issued | 25,000,000 | |
Aggregate of gross proceeds | $ 13,100,000 | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies [Line Items] | ||
Share issued | 3,000,000 | |
Price per unit | $ 10 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - USD ($) | 7 Months Ended | |||
May 30, 2023 | May 24, 2023 | Mar. 08, 2023 | Sep. 30, 2023 | |
Shareholders’ Deficit (Details) [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||
Preferred shares, shares issued | ||||
Preferred shares, shares outstanding | ||||
Ordinary shares issued | 5,750,000 | |||
Capitalization of shares | 575,000 | |||
Aggregate shares forfeiture | 75,000 | |||
Class A Ordinary Shares [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Ordinary shares, shares issued | ||||
Ordinary shares, shares outstanding | ||||
Ordinary shares subject to possible redemption | 25,000,000 | |||
Aggregate percentage | 20% | |||
Class B Ordinary Shares [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Common stock, shares authorized | 50,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Ordinary shares, shares issued | 6,250,000 | |||
Ordinary shares, shares outstanding | 6,250,000 | |||
Ordinary shares issued | 5,750,000 | |||
Founders [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Share capitalization | 6,250,000 | 6,325,000 | ||
Aggregate shares forfeiture | 825,000 | |||
Sponsor [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 0.004 | |||
Sponsor [Member] | Class B Ordinary Shares [Member] | ||||
Shareholders’ Deficit (Details) [Line Items] | ||||
Sponsor amount (in Dollars) | $ 25,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Sep. 30, 2023 USD ($) |
Fair Value Measurements [Abstract] | |
Marketable securities | $ 255,579,480 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets that are Measured at Fair Value | Sep. 30, 2023 USD ($) |
Level 1 [Member] | |
Assets: | |
Marketable securities held in Trust Account | $ 255,579,480 |