American Axle & Manufacturing (AAM) 10-Q 12 Sep 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	2 Months Ended
	Mar. 31, 2024	Sep. 12, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	AA Mission Acquisition Corp.
Entity Central Index Key	0002012964
Entity File Number	001-42196
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	21 Waterway Avenue
Entity Address, Address Line Two	STE 300 #9732
Entity Address, City or Town	The Woodlands
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77380
Entity Phone Fax Numbers [Line Items]
City Area Code	832
Local Phone Number	336-8887
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		43,974,000
Units, each consisting of one Class A ordinary share and one-half of one warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one warrant
Trading Symbol	AAM.U
Security Exchange Name	NYSE
Class A ordinary shares, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	AAM
Security Exchange Name	NYSE
Warrants, each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation
Entity Listings [Line Items]
Title of 12(b) Security	Warrants, each whole warrant entitles the holder thereof to purchase one Class A ordinary share
Trading Symbol	AAM.W
Security Exchange Name	NYSE

Balance Sheet

Balance Sheet	Mar. 31, 2024 USD ($)
Current Assets
Prepaid expenses	$ 42,150
Total current assets	42,150
Non-Current Assets
Deferred offering costs	232,787
Total Assets	274,937
Current Liabilities
Accrued expenses	151,587
Total Current Liabilities	256,587
Total Liabilities	256,587
Commitments and Contingencies (Note 6)
Shareholder’s Equity
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid in capital	24,137
Accumulated deficit	(6,650)
Total Shareholder’s Equity	18,350
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	274,937
Related Party
Current Liabilities
Due to related party	105,000
Class A ordinary shares
Shareholder’s Equity
Ordinary shares, value
Class B ordinary shares
Shareholder’s Equity
Ordinary shares, value	$ 863	[1]
[1]On September 4, 2024, the underwriters fully exercised the over-allotment and therefore, 1,125,000 Class B ordinary shares weren’t forfeited. (see Note 7).

Balance Sheet (Parentheticals)

Balance Sheet (Parentheticals)	Mar. 31, 2024 $ / shares shares
Preferred stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A ordinary shares
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	200,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B ordinary shares
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001	[1]
Common stock, shares authorized	20,000,000	[1]
Common stock, shares issued	8,625,000	[1]
Common stock, shares outstanding	8,625,000	[1]
[1]On September 4, 2024, the underwriters fully exercised the over-allotment and therefore, 1,125,000 Class B ordinary shares weren’t forfeited. (see Note 7).

Statement of Operations (Unaudi

Statement of Operations (Unaudited)	2 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Income Statement [Abstract]
Audit fee	$ 2,850
General and administrative expenses	3,800
Net Loss	$ (6,650)
Weighted average Class B ordinary shares outstanding, basic (in Shares) | shares	7,500,000	[1]
Basic net loss per Class B ordinary share (in Dollars per share) | $ / shares	$ 0	[1]
[1]On September 4, 2024, the underwriters fully exercised the over-allotment and therefore, 1,125,000 Class B ordinary shares weren’t forfeited. (see Note 7).

Statement of Operations (Unau_2

Statement of Operations (Unaudited) (Parentheticals)	2 Months Ended
	Mar. 31, 2024 $ / shares shares	[1]
Income Statement [Abstract]
Weighted average Class B ordinary shares outstanding, diluted | shares	7,500,000
Diluted net loss per Class B ordinary share | $ / shares	$ 0
[1]On September 4, 2024, the underwriters fully exercised the over-allotment and therefore, 1,125,000 Class B ordinary shares weren’t forfeited. (see Note 7).

Statement of Changes in Shareho

Statement of Changes in Shareholder’s Equity (Unaudited) - 2 months ended Mar. 31, 2024 - USD ($)	Ordinary Shares Class A	Ordinary Shares Class B	[1]	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Feb. 08, 2024
Balance (in Shares) at Feb. 08, 2024
Founder shares issued to initial shareholder’s		$ 863		24,137		25,000
Founder shares issued to initial shareholder’s (in Shares)		8,625,000
Net loss					(6,650)	(6,650)
Balance at Mar. 31, 2024		$ 863		$ 24,137	$ (6,650)	$ 18,350
Balance (in Shares) at Mar. 31, 2024		8,625,000
[1]On September 4, 2024, the underwriters fully exercised the over-allotment and therefore, 1,125,000 Class B ordinary shares weren’t forfeited. (see Note 7).

Statement of Cash Flows (Unaudi

Statement of Cash Flows (Unaudited)	2 Months Ended
	Mar. 31, 2024 USD ($)
Cash flows from Operating Activities:
Net loss	$ (6,650)
Adjustment to reconcile net loss to net cash used in operating activities:
Prepaid expenses	6,650
Net cash used in operating activities
Net increase (decrease) in cash
Cash - Beginning of period
Cash - End of period
Supplemental Disclosures of Noncash Financing Activities
Deferred offering costs included in accrued expenses	147,787
Deferred offering costs paid by related party	60,000
Deferred offering costs paid by Sponsor in exchange for issuance of ordinary shares	25,000
Prepaid expenses paid by related party	42,150
Audit fee paid by related party	$ 2,850

Organization and Business Opera

Organization and Business Operations	2 Months Ended
	Mar. 31, 2024
Organization and Business Operations [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1: ORGANIZATION AND BUSINESS OPERATIONS AA Mission Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on February 9, 2024. The Company was formed for the purpose of effecting a merger, shares exchange, asset acquisition, shares purchase, reorganization, or other similar business combination with one or more businesses (the “Business Combination”). As of March 31, 2024, the Company had not commenced any operations. All activity for the period from February 9, 2024 (inception) through March 31, 2024, relates to the Company’s formation and the initial public offering (the “IPO”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. Financing The Company’s founder and sponsor is AA Mission Acquisition Sponsor Holdco LLC (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on July 31, 2024. On August 2, 2024, the Company consummated the IPO of 30,000,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 759,000 units (the “Initial Private Placement Units”) to the Sponsor, at a price of $10.00 per Private Placement Unit, generating total proceeds of $7,590,000. Transaction costs amounted to $12,834,758, consisting of $4,500,000 of cash underwriting fee, $7,500,000 of deferred underwriting fee and $834,758 of other offering costs. On September 4, 2024, the underwriters exercised their over-allotment option in full to purchase an additional 4,500,000 Units. As a result, the Company sold an additional 4,500,000 Units at $10.00 per Unit, generating gross proceeds of $45,000,000. Simultaneously with the closing of the full exercise of the over-allotment option, we completed the private sale of an aggregate of 90,000 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $900,000. Transaction costs incurred amounted to $675,000 for cash underwriting commission arising from the sale of the over-allotment Units. Business Combination The Company will have until 18 months from the closing of the IPO (or up to 24 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination by the full amount of time), or August 2, 2026, (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) 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 (less up to $100,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to its public rights or private placement rights, which will expire worthless if the Company fails to complete its initial Business Combination within the 18-month time period, and the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (or up to 24 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination by the full amount of time). Going Concern Consideration As of March 31, 2024, the Company had a working capital deficit of $214,437. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	2 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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. As such, the information included in these financial statements should be read in conjunction with the Company’s latest audited financial statements and initial audited financials filed with the SEC on Form 8-K and Form S-1. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of March 31, 2024, and the Company’s results of operations and cash flows for the period presented. The results of operations for the period from February 9, 2024 (Inception) to March 31, 2024, not necessarily indicative of the results to be expected for the full year ending December 31, 2024. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of March 31, 2024. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Deferred Offering Costs Deferred offering costs consist of legal, accounting, and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that will be charged to shareholders’ equity upon the completion of the IPO. As of March 31, 2024, the Company had deferred offering costs of $232,787. Warrant Instruments The Company will account for the Public and Private Warrants to be issued in connection with the IPO and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and will classify the warrant instrument under equity treatment at its assigned value. There are no Public or Private Warrants currently outstanding as of March 31, 2024. Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding Class A ordinary shares subject to forfeiture. As of March 31, 2024, the Company did not have any dilutive securities and 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 loss per ordinary share is the same as basic loss per ordinary share for the period presented. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. 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 accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. ● Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. ● Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. ● Level 3—Inputs to the fa Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 is included in the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	2 Months Ended
	Mar. 31, 2024
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3: INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 30,000,000 Units at a purchase price of $10.00 per Unit. Each Unit will consist of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). These shares will be available for redemption upon the completion of the Business Combination, by public shareholders, at an anticipated price of $10.05 per share. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The underwriters have a 45-day option from the date of this prospectus to purchase up to 4,500,000 additional units to cover over-allotments, if any (see Note 6). The over-allotment was subsequently fully exercised on September 4, 2024.

Private Placement

Private Placement	2 Months Ended
	Mar. 31, 2024
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4: PRIVATE PLACEMENT Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the sale of 759,000 units Private Placement Units. Each Private Placement Unit entitles the holder thereof to one Class A ordinary share and one-half of one redeemable warrant (“Private Placement Warrants”) to purchase one Class A ordinary share at $11.50 per share. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units (including the underlying securities) will not be redeemable, transferable, assignable or salable by the Sponsor until 30 days after the completion of its initial Business Combination, subject to certain exceptions.

Related Party Transactions

Related Party Transactions	2 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5: RELATED PARTY TRANSACTIONS Founder Shares On March 19, 2024, the Sponsors received 8,625,000 of the Company’s Class B ordinary shares (“Founder Shares”) in exchange for $25,000 paid for deferred offering costs borne by the Sponsors. Up to 1,125,000 of such Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full. The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year following the consummation of our initial Business Combination and (ii) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after an initial Business Combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement The Company consummated the sale of 759,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $7,590,000 to the Company. On September 4, 2024, with the closing of the full exercise of the over-allotment option, we completed the private sale of an aggregate of additional 90,000 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $900,000. Promissory Note — Related Party The Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2024, or (ii) the consummation of the IPO. As of March 31, 2024, there were no amounts outstanding under the Promissory Note. Due to Related Party The Sponsor paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest bearing. During the period from February 9, 2024 (inception) to March 31, 2024, the Sponsor paid $130,000 on behalf of the Company, of which $25,000 was paid in exchange for the issuance of Founder Shares. As of March 31, 2024, the amount due to the related party was $105,000. Administrative Services Agreement The Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space and administrative and support services. Working Capital Loans In addition, 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 directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement-equivalent Units at a price of $10.00 per Unit at the option of the lender. Such Units would be identical to the Private Placement Units. The terms of such Working Capital Loans by our Sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2024, no

Commitments and Contingencies

Commitments and Contingencies	2 Months Ended
	Mar. 31, 2024
Commitments [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6: COMMITMENTS AND CONTINGENCIES Risks and Uncertainties 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. Recently, in October 2023, the military conflict between Israel and militant groups led by Hamas has also caused uncertainty in the global markets. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of the financial statement, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Registration Rights Pursuant to a registration rights agreement dated on the effectiveness of the Registration Statement on July 31, 2024, the holders of the Founder Shares, Private Placement Units (including securities contained therein), and units (including securities contained therein) that may be issued on conversion of working capital loans or extension loans (and) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of this offering requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company’s register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company completion of initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments at the IPO Offering price, less the underwriting discounts and commissions. The underwriters were entitled to a cash underwriting discount of $0.15 per Unit, or $4,500,000 in the aggregate (or $5,175,000 if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the IPO. In addition, the underwriters will be entitled to a deferred fee of $0.25 per Unit, or $7,500,000 in the aggregate (or $8,625,000 in the aggregate if the underwriters’ over-allotment option is exercised in full). On September 4, 2024, the underwriters exercised the over-allotment option in full to purchase 4,500,000 Units. As a result, the Company sold an additional 4,500,000 Units at $10.00 per Unit, generating gross proceeds to the Company of $45,000,000. See Note 8 for further details.

Shareholder's Equity

Shareholder's Equity	2 Months Ended
	Mar. 31, 2024
Shareholder's Equity [Abstract]
SHAREHOLDER’S EQUITY	NOTE 7: SHAREHOLDER’S EQUITY Preferred Shares Class A Ordinary Shares Class B Ordinary Shares Warrants Each Unit will consist of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. The Company will not issue fractional shares in connection with an exchange of warrants. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the trust account, holders of warrants will not receive any of such funds for their warrants and the warrants will expire worthless.

Subsequent Events

Subsequent Events	2 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8: SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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 financial statements. The registration statement for the Company was declared effective on July 31, 2024. On August 2, 2024, the Company consummated the IPO of 30,000,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of the IPO, the Company consummated the private sale of 759,000 Private Placement Units. See Note 4 for more details. On September 4, 2024, the underwriters exercised the over-allotment option in full. See Note 1 for more details.

Pay vs Performance Disclosure

Pay vs Performance Disclosure	2 Months Ended
	Mar. 31, 2024 USD ($)
Pay vs Performance Disclosure
Net Income (Loss)	$ (6,650)

Insider Trading Arrangements

Insider Trading Arrangements	2 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	2 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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. As such, the information included in these financial statements should be read in conjunction with the Company’s latest audited financial statements and initial audited financials filed with the SEC on Form 8-K and Form S-1. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of March 31, 2024, and the Company’s results of operations and cash flows for the period presented. The results of operations for the period from February 9, 2024 (Inception) to March 31, 2024, not necessarily indicative of the results to be expected for the full year ending December 31, 2024.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash or cash equivalents as of March 31, 2024.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Deferred Offering Costs	Deferred Offering Costs Deferred offering costs consist of legal, accounting, and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that will be charged to shareholders’ equity upon the completion of the IPO. As of March 31, 2024, the Company had deferred offering costs of $232,787.
Warrant Instruments	Warrant Instruments The Company will account for the Public and Private Warrants to be issued in connection with the IPO and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and will classify the warrant instrument under equity treatment at its assigned value. There are no Public or Private Warrants currently outstanding as of March 31, 2024.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding Class A ordinary shares subject to forfeiture. As of March 31, 2024, the Company did not have any dilutive securities and 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 loss per ordinary share is the same as basic loss per ordinary share for the period presented.
Related Parties	Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
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 accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. ● Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. ● Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. ● Level 3—Inputs to the fa
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements 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 is included in the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)			2 Months Ended
	Sep. 04, 2024	Aug. 02, 2024	Mar. 31, 2024
Organization and Business Operations [Line Items]
Consummated per unit (in Dollars per share)			$ 10
Transaction costs			$ 12,834,758
Cash underwriting fees			4,500,000
Deferred underwriting fee			7,500,000
Other offering costs			$ 834,758
Underwriting commission			$675,000
Interest paid to distribution expenses			$ 100,000
Working capital deficit			$ 214,437
Private Placement [Member]
Organization and Business Operations [Line Items]
Consummated units (in Shares)			759,000
Consummated per unit (in Dollars per share)			$ 10
Generating proceeds			$ 7,590,000
Forecast [Member]
Organization and Business Operations [Line Items]
Consummated units (in Shares)	90,000
Consummated per unit (in Dollars per share)	$ 10
Generating proceeds	$ 900,000
Generating proceeds	$ 45,000,000
Forecast [Member] | Financing [Member]
Organization and Business Operations [Line Items]
Consummated units (in Shares)	4,500,000
Forecast [Member] | IPO [Member]
Organization and Business Operations [Line Items]
Consummated units (in Shares)		30,000,000
Consummated per unit (in Dollars per share)		$ 10
Gross proceeds		$ 300,000,000
Forecast [Member] | Private Placement [Member]
Organization and Business Operations [Line Items]
Consummated units (in Shares)	90,000	759,000
Forecast [Member] | Over-Allotment Option [Member]
Organization and Business Operations [Line Items]
Consummated units (in Shares)	4,500,000
Consummated per unit (in Dollars per share)	$ 10
Generating proceeds	$ 900,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details)	Mar. 31, 2024 USD ($)
Summary of Significant Accounting Policies [Abstract]
Federal deposit insurance corporation coverage	$ 250,000
Deferred offering costs	$ 232,787

Initial Public Offering (Detail

Initial Public Offering (Details)	2 Months Ended
	Mar. 31, 2024 $ / shares shares
Initial Public Offering [Line Items]
Purchase price per unit (in Dollars per share) | $ / shares	$ 10
Warrant purchase shares	1
Underwriters option period from the date of initial public offering	45 days
Business Combnation [Member]
Initial Public Offering [Line Items]
Anticipated price per share (in Dollars per share) | $ / shares	$ 10.05
Warrant [Member]
Initial Public Offering [Line Items]
Exercise price of warrants (in Dollars per share) | $ / shares	$ 11.5
Class A Ordinary Share [Member]
Initial Public Offering [Line Items]
Number of shares in a unit	1
IPO [Member]
Initial Public Offering [Line Items]
Number of units issued	30,000,000
Over-Allotment [Member]
Initial Public Offering [Line Items]
Number of units issued	4,500,000

Private Placement (Details)

Private Placement (Details)	2 Months Ended
	Mar. 31, 2024 $ / shares shares
Private Placement [Line Items]
Purchase of share	1
Redeemable Warrant [Member]
Private Placement [Line Items]
Number of shares in a unit	1
Private Placement Warrants [Member]
Private Placement [Line Items]
Purchase of share	1
Share price (in Dollars per share) | $ / shares	$ 11.5
Class A Ordinary Share [Member]
Private Placement [Line Items]
Number of shares in a unit	1
Private Placement [Member]
Private Placement [Line Items]
Sale of private placement units	759,000
Private Placement [Member] | Business Combination [Member] | Sponsors [Member]
Private Placement [Line Items]
Salable by sponsor of initial business combination	30 days

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)					2 Months Ended
		Sep. 04, 2024	Aug. 02, 2024	Mar. 19, 2024	Mar. 31, 2024
Related Party Transactions [Line Items]
Issuance of founder shares					$ 25,000
Subject to forfeiture of founder shares (in Shares)					1,125,000
Sponsor paid					$ 130,000
Administrative services agreement total					10,000
Working capital loans					1,500,000
Sponsors [Member]
Related Party Transactions [Line Items]
Issuance of founder shares				$ 25,000
Related Party [Member]
Related Party Transactions [Line Items]
Amount due to the related party					105,000
Promissory Note [Member]
Related Party Transactions [Line Items]
Aggregate principal amount					300,000
Working Capital Loans [Member]
Related Party Transactions [Line Items]
Working capital loans
Class B Ordinary Shares [Member]
Related Party Transactions [Line Items]
Ordinary shares issued (in Shares)	[1]				8,625,000
Class B Ordinary Shares [Member] | Sponsors [Member]
Related Party Transactions [Line Items]
Ordinary shares issued (in Shares)				8,625,000
Forecast [Member]
Related Party Transactions [Line Items]
Sale private placement units (in Shares)		90,000
Private placement units price per share (in Dollars per share)		$ 10
Generating gross proceeds		$ 900,000
Over-Allotment Option [Member] | Sponsors [Member]
Related Party Transactions [Line Items]
Subject to forfeiture of founder shares (in Shares)				1,125,000
Over-Allotment Option [Member] | Forecast [Member]
Related Party Transactions [Line Items]
Sale private placement units (in Shares)		4,500,000
Private placement units price per share (in Dollars per share)		$ 10
Generating gross proceeds		$ 900,000
Private Placement [Member]
Related Party Transactions [Line Items]
Sale private placement units (in Shares)					759,000
Private placement units price per share (in Dollars per share)					$ 10
Generating gross proceeds					$ 7,590,000
Private Placement [Member] | Working Capital Loans [Member]
Related Party Transactions [Line Items]
Converstion price (in Dollars per share)					$ 10
Private Placement [Member] | Forecast [Member]
Related Party Transactions [Line Items]
Sale private placement units (in Shares)		90,000	759,000
[1]On September 4, 2024, the underwriters fully exercised the over-allotment and therefore, 1,125,000 Class B ordinary shares weren’t forfeited. (see Note 7).

Commitments and Contingencies (

Commitments and Contingencies (Details) - Underwriting Agreement [Member] - USD ($)		2 Months Ended
	Sep. 04, 2024	Mar. 31, 2024
Commitments [Line Items]
Cash underwriting discount		$ 4,500,000
Deferred Fee		$ 7,500,000
Forecast [Member]
Commitments [Line Items]
Purchased additional units (in Shares)	4,500,000
Sold additional units (in Dollars per share)	$ 10
Generating gross proceeds t	$ 45,000,000
Over-Allotment Option [Member]
Commitments [Line Items]
Purchased additional units (in Shares)		4,500,000
Cash underwriting discount per unit (in Dollars per share)		$ 0.15
Cash underwriting discount		$ 5,175,000
Deferred fee per unit (in Dollars per share)		$ 0.25
Deferred Fee		$ 8,625,000
Over-Allotment Option [Member] | Forecast [Member]
Commitments [Line Items]
Purchased additional units (in Shares)	4,500,000

Shareholder's Equity (Details)

Shareholder's Equity (Details) - USD ($)				2 Months Ended
		Sep. 04, 2024	Aug. 02, 2024	Mar. 31, 2024
Shareholder
Preferred shares, Authorized				1,000,000
Preferred stock, par value (in Dollars per share)				$ 0.0001
Shares issued (in Dollars)				$ 25,000
Shares were subject to forfeiture				1,125,000
Percentage of founder shares ownership after transaction				20%
Warrant [Member]
Shareholder
Exercise price of warrants (in Dollars per share)				$ 11.5
Class A Ordinary Share [Member]
Shareholder
Common stock, shares authorized				200,000,000
Common stock, par value (in Dollars per share)				$ 0.0001
Common stock, shares issued
Common stock, shares outstanding
Number of share				1
Class B Ordinary Share [Member]
Shareholder
Common stock, shares authorized	[1]			20,000,000
Common stock, par value (in Dollars per share)	[1]			$ 0.0001
Common stock, shares issued	[1]			8,625,000
Common stock, shares outstanding	[1]			8,625,000
Private Placement Units [Member]
Shareholder
Sale of units				759,000
Forecast [Member]
Shareholder
Sale of units		90,000
Forecast [Member] | IPO [Member]
Shareholder
Shares issued (in Dollars)			$ 30,000,000
Forecast [Member] | Private Placement Units [Member]
Shareholder
Sale of units		90,000	759,000
[1]On September 4, 2024, the underwriters fully exercised the over-allotment and therefore, 1,125,000 Class B ordinary shares weren’t forfeited. (see Note 7).

Subsequent Events (Details)

Subsequent Events (Details) - Forecast [Member] - USD ($)	Sep. 04, 2024	Aug. 02, 2024
IPO [Member]
Subsequent Events [Line Items]
Consummated units		30,000,000
Offering price per share (in Dollars per share)		$ 10
Generating gross proceeds (in Dollars)		$ 300,000,000
Private Placement [Member]
Subsequent Events [Line Items]
Sale of private placement units	90,000	759,000