Sonics & Materials (SIMA) 10-Q 23 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	5 Months Ended
	Jun. 30, 2024	Aug. 23, 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	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	SIM Acquisition Corp. I
Entity Central Index Key	0002014982
Entity File Number	001-42164
Entity Tax Identification Number	35-2838851
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	No
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, Date of Incorporation	Jan. 29, 2024
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	78 SW 7th Street
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33130
Entity Phone Fax Numbers [Line Items]
City Area Code	(786)
Local Phone Number	753 9305
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant
Trading Symbol	SIMAU
Security Exchange Name	NASDAQ
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	SIMA
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	SIMAW
Security Exchange Name	NASDAQ
Class A Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		23,000,000
Class B Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		7,666,667

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited)	Jun. 30, 2024 USD ($)
ASSETS
Current asset - cash	$ 19,252
Deferred offering costs	206,943
Total Assets	226,195
Current liabilities
Accounts payable and accrued expenses	5,000
Total Current Liabilities	242,500
COMMITMENTS
Shareholders’ Deficit
Preference shares, $.0001 par value, 5,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	24,233
Accumulated deficit	(41,305)
Total Shareholders’ Deficit	(16,305)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	226,195
Related Party
Current liabilities
Promissory note - related party	237,500
Class A Ordinary Shares
Shareholders’ Deficit
Ordinary shares, par value
Class B Ordinary Shares
Shareholders’ Deficit
Ordinary shares, par value	$ 767	[1]
[1] This number includes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). In May 2024, the Company effected a share dividend of 0.33 shares for each Class B ordinary share outstanding, resulting in our initial shareholders holding an aggregate of 7,666,667 founder shares (up to 1,000,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised). All share and per share data have been retroactively restated to reflect this change.

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parentheticals)	Jun. 30, 2024 $ / shares shares
Preference shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Preference shares, shares authorized	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Ordinary 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, par value (in Dollars per share) | $ / shares	$ 0.0001	[1]
Ordinary shares, shares authorized	50,000,000	[1]
Ordinary shares, shares issued	7,666,667	[1]
Ordinary shares, shares outstanding	7,666,667	[1]
[1] This number includes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). In May 2024, the Company effected a share dividend of 0.33 shares for each Class B ordinary share outstanding, resulting in our initial shareholders holding an aggregate of 7,666,667 founder shares (up to 1,000,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised). All share and per share data have been retroactively restated to reflect this change.

Condensed Statement of Operatio

Condensed Statement of Operations (Unaudited) - USD ($)		3 Months Ended	5 Months Ended
		Jun. 30, 2024	Jun. 30, 2024
Income Statement [Abstract]
Formation and operation costs		$ 12,841	$ 41,305
Net loss		$ (12,841)	$ (41,305)
Weighted average shares outstanding, basic (in Shares)	[1]	6,666,667	6,666,667
Basic net loss per ordinary share (in Dollars per share)		$ (0.01)	$ (0.01)
[1] Excludes an aggregate of up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). In May 2024, the Company effected a share dividend of 0.33 shares for each Class B ordinary share outstanding, resulting in our initial shareholders holding an aggregate of 7,666,667 founder shares (up to 1,000,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised). All share and per share data have been retroactively restated to reflect this change.

Condensed Statement of Operat_2

Condensed Statement of Operations (Unaudited) (Parentheticals) - $ / shares		3 Months Ended	5 Months Ended
		Jun. 30, 2024	Jun. 30, 2024
Income Statement [Abstract]
Weighted average shares outstanding, diluted	[1]	6,666,667	6,666,667
Diluted net loss per ordinary share		$ (0.01)	$ (0.01)
[1] Excludes an aggregate of up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). In May 2024, the Company effected a share dividend of 0.33 shares for each Class B ordinary share outstanding, resulting in our initial shareholders holding an aggregate of 7,666,667 founder shares (up to 1,000,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised). All share and per share data have been retroactively restated to reflect this change.

Condensed Statement of Changes

Condensed Statement of Changes in Shareholders’ Equity (Deficit) (Unaudited) (Under Review) - USD ($)		Ordinary Shares Class B	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 28, 2024
Balance (in Shares) at Jan. 28, 2024
Issuance of Class B Ordinary Shares to Sponsor	[1]	$ 767	24,233		25,000
Issuance of Class B Ordinary Shares to Sponsor (in Shares)	[1]	7,666,667
Net loss				(41,305)	(41,305)
Balance at Jun. 30, 2024		$ 767	24,233	(41,305)	(16,305)
Balance (in Shares) at Jun. 30, 2024		7,666,667
Balance at Mar. 31, 2024		$ 767	24,233	(28,464)	(3,464)
Balance (in Shares) at Mar. 31, 2024		7,666,667
Net loss				(12,841)	(12,841)
Balance at Jun. 30, 2024		$ 767	$ 24,233	$ (41,305)	$ (16,305)
Balance (in Shares) at Jun. 30, 2024		7,666,667
[1] This number includes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). In May 2024, the Company effected a share dividend of 0.33 shares for each Class B ordinary share outstanding, resulting in our initial shareholders holding an aggregate of 7,666,667 founder shares (up to 1,000,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised). All share and per share data have been retroactively restated to reflect this change.

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	5 Months Ended
	Jun. 30, 2024 USD ($)
Cash Flows from Operating Activities
Net loss	$ (41,305)
Increase (decrease) in cash attributable to changes in operating activities:
Formation Costs paid by Sponsor in exchange for issuance of Class B ordinary shares	6,364
Change in Deferred Operating Costs	(145,807)
Net cash used in operating activities	(180,748)
Cash Flows from Financing Activities
Promissory Note - Related Party	200,000
Net cash used in operating financing activities	200,000
Net increase in cash	19,252
Cash at beginning of the period
Cash at end of the period	19,252
Supplemental Disclosure of Non-cash for Investing and Financing Activities:
Formation costs and offering costs paid by Sponsor for the issuance of Founder Shares	25,000
Deferred offering costs included in accounts payable and accrued expenses	5,000
Offering costs paid through Notes payable-related party	$ 37,500

Description of Organization and

Description of Organization and Business Operations	5 Months Ended
	Jun. 30, 2024
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Note 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General SIM Acquisition Corp. I (the “Company”) was incorporated as a Cayman Islands exempted company on January 29, 2024. 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”). As of June 30, 2024, the Company had not commenced any operations. All activity for the period from January 29, 2024 (inception) to June 30, 2024 relates to the Company’s formation and the proposed initial public offering. The Company will not generate any operating revenues until after the completion of its 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 (as defined below). The Company has selected December 31 as its fiscal year end. Sponsor and Initial Public Offering The Company’s sponsor is SIM Sponsor 1 LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on July 9, 2024. On July 11, 2024, the Company consummated the Initial Public Offering of 23,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit, which included the full exercise of the underwriters’ over-allotment option in the amount of 3,000,000 Units at $10.00 per unit which is discussed in Note 3 (the “Initial Public Offering”), and the sale of 6,000,000 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 in a private placement that closed simultaneously with the Initial Public Offering. Of those 6,000,000 Private Placement Warrants, our Sponsor purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 2,000,000 Private Placement Warrants. Each whole Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $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 $15,427,616 consisting of $4,000,000 of cash underwriting fee, $10,950,000 of deferred underwriting fee, and $477,616 of other offering costs. The Trust Account Upon consummation of the Initial Public Offering, management placed an aggregate of $230,000,000 of the proceeds from the Units sold in the Initial Public Offering and the proceeds of the private placement of the Private Placement Warrants, in a United States-based trust account (the “Trust Account”) and invested the proceeds in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. The proceeds will be held in this manner until the earlier of (i) the consummation of the Company’s Business Combination (ii) the redemption of any ordinary shares included in the Units being sold in the Initial Public Offering that have been properly tendered in connection with a shareholder vote to amend the Company’s memorandum and articles of association to modify the substance or timing of its obligation to redeem 100% of such ordinary shares if it does not complete the Business Combination within 24 months from the closing of the Initial Public Offering (the “Completion Window”); and (iii) the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. There can be no assurance that it will be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) will be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, certain interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations and trust administration expenses. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for the acquisition of a target business, is required to provide shareholders who acquired ordinary shares sold as part of the units in this offering (“Public Shares”) in the Initial Public Offering (“Public Shareholders”) with the opportunity to redeem their Public Shares for a pro rata share of the Trust Account. The holders of the Founder Shares will agree to vote any shares they then hold in favor of any proposed Business Combination and will waive any conversion rights with respect to these shares and the shares included in the Private Units pursuant to letter agreements executed in connection with the Initial Public Offering. In connection with any proposed Business Combination, the Company will seek shareholder approval of a Business Combination at a meeting called for such purpose at which Public Shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the proposed Business Combination. Alternatively, the Company may conduct a tender offer and allow redemptions in connection therewith. If the Company seeks shareholder approval of a Business Combination, any Public Shareholder voting either for or against such proposed Business Combination or not voting at all will be entitled to demand that his Public Shares be redeemed for a full pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary to pay its taxes and trust administration expenses). Holders of warrants sold as part of the Units will not be entitled to vote on the Proposed Business Combination and will have no redemption or liquidation rights with respect to the ordinary shares underlying such warrants. Pursuant to the Company’s Memorandum and Articles of Association in effect upon consummation of the Initial Public Offering, if the Company is unable to complete its Business Combination within 24 months from the closing of the Initial Public Offering and such date is not otherwise extended by shareholders, 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 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of ordinary shares and the Company’s board of directors, liquidate and dissolve. The warrants will expire on liquidation of the Trust Account and the holders of warrants will receive no proceeds in connection with the liquidation. The holders of the Founder Shares will not participate in any redemption distribution with respect to their Founder Shares. If the Company is unable to complete its Business Combination and expends all of the net proceeds of the Initial Public Offering not deposited in the Trust Account, without taking into account any interest earned on the Trust Account, the initial per-share redemption price for ordinary shares is expected to be $10.00. The proceeds deposited in the Trust Account could, however, become subject to claims of the Company’s creditors that are in preference to the claims of the Company’s shareholders. In addition, if the Company is forced to file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in its bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of the Company’s ordinary shareholders. Therefore, the actual per-share redemption price may be less than approximately $10.00. Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the conflict in the Middle East. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the conflict in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the conflict in the Middle East and subsequent sanctions or related actions, could adversely affect the Company’s search for a Business Combination and any target business with which the Company may ultimately consummate a Business Combination. Liquidity and Capital Sources As of June 30, 2024, the Company had a cash balance of $19,252 and a working capital deficit of $223,248 (excluding deferred offering costs). Further, the Company has incurred and expects to continue to incur significant costs in pursuit of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of June 30, 2024, management has determined that the Company has access to funds from certain of the holders of Founder Shares, and such individuals have the financial ability to provide such funds, that are sufficient to fund the working capital needs of the Company in excess of one year. Further, due to the closing of the Initial Public Offering on July 11, 2024, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial statements. The Company cannot assure that its plans to consummate a Business Combination will be successful.

Summary of Significant Accounti

Summary of Significant Accounting Policies	5 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the 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 The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on July 10, 2024, as well as the Company’s Current Report on Form 8-K filed with the SEC on July 17, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act 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 an emerging growth 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 the comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2024. Deferred Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A—“Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to the assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares will be charged to temporary equity offering costs allocated to the Public Warrants and Private Placement Warrants will be charged to shareholders’ equity (deficit) and Public Warrants and Private Placement Warrants after management’s evaluation will be accounted for under equity treatment. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statements and the reported amounts of expenses and deferred offering costs during the reporting period. Actual results could differ from those estimates. Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,000,000 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 7). At June 30, 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 share is the same as basic loss per share for the period presented and in connection with the Initial Public Offering, the underwriters exercised the full over-allotment option such that no shares were forfeited. 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 included 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 June 30, 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 Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Warrant Instruments The Company will account for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering 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 instruments under equity treatment at their assigned values. There are no Public Warrants or Private Placement Warrants currently outstanding as of June 30, 2024. 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 financial statements.

Initial Public Offering

Initial Public Offering	5 Months Ended
	Jun. 30, 2024
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	Note 3 – INITIAL Public Offering Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, including the full exercise by the underwriters 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 of the Company’s ordinary shares, $0.0001 par value, and one-half of one redeemable warrant (the “Public Warrants”). Each whole warrant offered in the Initial Public Offering is exercisable to purchase one ordinary share. Only whole warrants may be exercised. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of ordinary shares to be issued to the warrant holder.

Private Placement

Private Placement	5 Months Ended
	Jun. 30, 2024
Private Placement [Abstract]
PRIVATE PLACEMENT	Note 4 – PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co. purchased an aggregate of 6,000,000 warrants at a price of $1.00 per warrant, or $6,000,000 in the aggregate, in a private placement. Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 2,000,000 Private Placement Warrants. Each whole 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 Business Combination, (ii) are entitled to registration rights and (iii) with respect to the Private Placement Warrants held by Cantor Fitzgerald & Co. and/or its designees, are not exercisable more than five years from the commencement of sales in the Initial Public 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 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 Business Combination or to redeem 100% of the public shares if the Company has not consummated a Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-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 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 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 Business Combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).

Related Party Transactions

Related Party Transactions	5 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	Note 5 – RELATED PARTY TRANSACTIONS Founder Shares On January 29, 2024, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). In May 2024, the Company effected a share dividend of 0.33 shares for each Class B ordinary share outstanding, resulting in our initial shareholders holding an aggregate of 7,666,667 Founder Shares. All share and per share data have been restated to reflect this change. In April 2024, the Sponsor transferred 50,000 Founder Shares to each of the Company’s three independent directors for an aggregate of 150,000 Founder Shares, at a price of $0.003 per share. In May 2024, the Company effected a share dividend of 0.33 shares for each Class B ordinary share outstanding, resulting in our directors holding an aggregate of 199,998 Founder Shares, or 66,666 each. The sale of the Founders Shares to each of the Company’s three independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 199,998 shares transferred to the Company’s three independent directors was $197,998 or $0.99 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, 2024, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Private Placement Warrants The Sponsor and Cantor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($6.0 million in the aggregate) in a private placement that closed simultaneously with the closing of the Initial Public Offering. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Business Combination. Promissory Note – Related Party On March 8, 2024, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2024 or the completion of the Initial Public Offering. As of June 30, 2024, the Company had $237,500 outstanding under the Note which was repaid upon completion of the Initial Public Offering. 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 officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of June 30, 2024, the Company had no borrowings under any Working Capital Loans. Administrative Support Agreement On July 9, 2024, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Shareholders_ Equity (Deficit)

Shareholders’ Equity (Deficit)	5 Months Ended
	Jun. 30, 2024
Shareholder’s Equity [Abstract]
SHAREHOLDERS’ EQUITY (DEFICIT)	Note 6 – SHAREHOLDERS’ Equity (deficit) Preference Shares no Class A Ordinary Shares no Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the appointment of the Company’s directors prior to the Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 25% 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 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 Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Warrants The Company may redeem the Public 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 to each warrant holder; and ● if, and only if, the last reported sale price (the “closing price”) of the ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each Public Warrant being exercised. The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Commitments and Contingencies

Commitments and Contingencies	5 Months Ended
	Jun. 30, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 7 – COMMITMENTS AND CONTINGENCIES Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement signed in connection with the Initial Public Offering. These holders will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price. On July 11, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit. The underwriters received an underwriting discount of $0.20 per unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. The underwriters agreed to defer underwriting commissions equal to $0.45 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units and $0.65 per Unit on units sold pursuant to the underwriters’ option to purchase additional units, or $10,950,000 in the aggregate. Upon completion of our Business Combination, $10,950,000 will be paid to the underwriters from the funds held in the Trust Account. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Subsequent Events

Subsequent Events	3 Months Ended
	Jun. 30, 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 August 23, 2024, 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, except as set forth below. As disclosed above, on July 11, 2024, the Company consummated the Initial Public Offering of 23,000,000 Units, including the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 Private Placement Warrants, to the Sponsor and Cantor Fitzgerald & Co., at a price of $1.00 per Private Placement Warrant. Of those 6,000,000 Private Placement Warrants, our Sponsor purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 2,000,000 Private Placement Warrants. On July 11, 2024, as a result of the underwriters’ election to fully exercise their over-allotment option, an aggregate of 1,000,000 Founder Shares are no longer subject to forfeiture. On July 11, 2024, the Company repaid all the outstanding amount under the Note to the Sponsor.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended	5 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (12,841)	$ (41,305)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	5 Months Ended
	Jun. 30, 2024
Summary of 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 The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus for its Initial Public Offering as filed with the SEC on July 10, 2024, as well as the Company’s Current Report on Form 8-K filed with the SEC on July 17, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act 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 an emerging growth 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 the comparison of the Company’s financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2024.
Deferred Offering Costs Associated with the Initial Public Offering	Deferred Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A—“Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to the assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares will be charged to temporary equity offering costs allocated to the Public Warrants and Private Placement Warrants will be charged to shareholders’ equity (deficit) and Public Warrants and Private Placement Warrants after management’s evaluation will be accounted for under equity treatment.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Use of Estimates	Use of Estimates
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,000,000 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 7). At June 30, 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 share is the same as basic loss per share for the period presented and in connection with the Initial Public Offering, the underwriters exercised the full over-allotment option such that no shares were forfeited.
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 included 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 June 30, 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 Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Warrant Instruments	Warrant Instruments The Company will account for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering 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 instruments under equity treatment at their assigned values. There are no Public Warrants or Private Placement Warrants currently outstanding as of June 30, 2024.
Recent Accounting Pronouncements	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 financial statements.

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)		5 Months Ended
	Jul. 11, 2024	Jun. 30, 2024
Description of Organization and Business Operations [Line Items]
Date of incorporation		Jan. 29, 2024
Price per share		$ 10
Transaction costs		$ 15,427,616
Cash underwriting fee		4,000,000
Deferred underwriting fees		10,950,000
Other offering costs		477,616
Gross proceeds		$ 230,000,000
Percentage of obligation to redeem ordinary shares		100%
Public offering to complete business combination		24 months
Fair market value, percentage		80%
Number of business days		10 days
Percentage of outstanding public shares redeem		100%
Redemption price per share		$ 10
Cash		$ 19,252
Working capital deficit		$ 223,248
Private Placement Warrant [Member]
Description of Organization and Business Operations [Line Items]
Sale of warrants		6,000,000
Warrants price		$ 1
Ordinary Shares [Member]
Description of Organization and Business Operations [Line Items]
Redemption price per share		$ 10
Sponsor [Member] | Private Placement Warrant [Member]
Description of Organization and Business Operations [Line Items]
Number of warrant		4,000,000
Subsequent Event [Member] | Private Placement Warrant [Member]
Description of Organization and Business Operations [Line Items]
Sale of warrants	6,000,000
Warrants price	$ 1
Number of warrant	6,000,000
Subsequent Event [Member] | Cantor Fitzgerald & Co [Member]
Description of Organization and Business Operations [Line Items]
Number of warrant	2,000,000
Subsequent Event [Member] | Sponsor [Member]
Description of Organization and Business Operations [Line Items]
Number of warrant	4,000,000
Class A Ordinary Share [Member]
Description of Organization and Business Operations [Line Items]
Warrants price		$ 11.5
Number of warrant		1
Class A Ordinary Share [Member] | Private Placement Warrant [Member]
Description of Organization and Business Operations [Line Items]
Warrants price		$ 11.5
Proposed Public Offering [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued during period		23,000,000
Public offering to complete business combination		24 months
Proposed Public Offering [Member] | Subsequent Event [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued during period	23,000,000
Price per share	$ 10
Class A Ordinary Shares [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued during period		3,000,000
Class A Ordinary Shares [Member] | Subsequent Event [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued during period	3,000,000
Price per share	$ 10

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details)	5 Months Ended
	Jun. 30, 2024 shares
Over-Allotment Option [Member]
Summary of Significant Accounting Policies [Line Items]
Shares subject to forfeiture	1,000,000

Initial Public Offering (Detail

Initial Public Offering (Details)	5 Months Ended
	Jun. 30, 2024 $ / shares shares
Public Warrants [Member]
Initial Public Offering [Line Items]
Ordinary shares par value | $ / shares	$ 0.0001
Initial Public Offering [Member]
Initial Public Offering [Line Items]
Number of units issued during period | shares	23,000,000
Sale of stock price | $ / shares	$ 10
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Number of units issued during period | shares	3,000,000

Private Placement (Details)

Private Placement (Details)	5 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Private Placement [Line Items]
Warrant term	5 years
Business Combination [Member]
Private Placement [Line Items]
Initial business combination	100%
Warrant [Member] | Sponsor [Member]
Private Placement [Line Items]
Private placement warrants	6,000,000
Share per price (in Dollars per share) | $ / shares	$ 1
Warrant issued (in Dollars) | $	$ 6,000,000
Private Placement Warrant [Member]
Private Placement [Line Items]
Private placement warrants	6,000,000
Share per price (in Dollars per share) | $ / shares	$ 1
Warrant issued (in Dollars) | $	$ 6,000,000
Private Placement Warrant [Member] | Sponsor [Member]
Private Placement [Line Items]
Number of share	4,000,000
Class A Ordinary Shares [Member]
Private Placement [Line Items]
Share per price (in Dollars per share) | $ / shares	$ 11.5
Number of share	1
Private Placement [Member] | Warrant [Member]
Private Placement [Line Items]
Number of share	2,000,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)							5 Months Ended
		Jul. 09, 2024	May 31, 2024	Apr. 30, 2024	Mar. 08, 2024	Jan. 29, 2024	Jun. 30, 2024
Related Party Transactions [Line Items]
Sponsor paid (in Dollars)		$ 10,000
Per share (in Dollars per share)							$ 0.99
Dividend shares				0.33
Aggregate founder Shares			66,666	150,000
Transfered shares				50,000
Fair value granted							199,998
Fair value (in Dollars)							$ 197,998
Working capital loans (in Dollars)							1,500,000
Promissory Note Related Party [Member]
Related Party Transactions [Line Items]
Borrowed amount (in Dollars)							$ 237,500
Founder Shares [Member]
Related Party Transactions [Line Items]
Sponsor paid (in Dollars)						$ 25,000
Per share (in Dollars per share)						$ 0.003
Ordinary shares, per value (in Dollars per share)				$ 0.003		$ 0.0001
Aggregate founder Shares			7,666,667
Working Capital Loans [Member]
Related Party Transactions [Line Items]
Price, per warrant (in Dollars per share)							$ 1
Private Placement Warrants [Member]
Related Party Transactions [Line Items]
Aggregatte shares							6,000,000
Price, per warrant (in Dollars per share)							$ 1
Aggregate amount (in Dollars)							$ 6,000,000
Class B Ordinary Shares [Member]
Related Party Transactions [Line Items]
Consideration shares						5,750,000
Ordinary shares, per value (in Dollars per share)	[1]						$ 0.0001
Dividend shares			0.33
Class A Ordinary Shares [Member]
Related Party Transactions [Line Items]
Ordinary shares, per value (in Dollars per share)							0.0001
Price, per warrant (in Dollars per share)							$ 11.5
Number of shares							1
Class A Ordinary Shares [Member] | Founder Shares [Member]
Related Party Transactions [Line Items]
Number of shares							1
Proposed Public Offering [Member]
Related Party Transactions [Line Items]
Aggregate founder Shares			199,998
IPO [Member] | Promissory Note — Related Party [Member]
Related Party Transactions [Line Items]
Sponsor paid (in Dollars)					$ 300,000
[1] This number includes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). In May 2024, the Company effected a share dividend of 0.33 shares for each Class B ordinary share outstanding, resulting in our initial shareholders holding an aggregate of 7,666,667 founder shares (up to 1,000,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised). All share and per share data have been retroactively restated to reflect this change.

Shareholders_ Equity (Deficit)

Shareholders’ Equity (Deficit) (Details)	5 Months Ended
	Jun. 30, 2024 $ / shares shares
Shareholders’ Equity [Line Items]
Preferred stock, shares authorized	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Percentage of outstanding share	25%
Exercisable days	30 days
Number of days prior written notice of redemption	30 days
Ordinary shares equals or exceeds (in Dollars per share) | $ / shares	$ 18
Commencing once warrants	20 days
Number of trading days Commencing	30 days
Class A Ordinary Shares [Member]
Shareholders’ Equity [Line Items]
Shares authorized	500,000,000
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares issued
Common stock, shares outstanding
Price per warrant (in Dollars per share) | $ / shares	$ 11.5
Class B ordinary shares [Member]
Shareholders’ Equity [Line Items]
Shares authorized	50,000,000	[1]
Common stock, par value (in Dollars per share) | $ / shares	$ 0.0001	[1]
Common stock, shares issued	7,666,667	[1]
Common stock, shares outstanding	7,666,667	[1]
Number of votes	one
Preferred Stock [Member]
Shareholders’ Equity [Line Items]
Preferred stock, shares authorized	5,000,000
Warrant [Member]
Shareholders’ Equity [Line Items]
Price per warrant (in Dollars per share) | $ / shares	$ 0.01
[1] This number includes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). In May 2024, the Company effected a share dividend of 0.33 shares for each Class B ordinary share outstanding, resulting in our initial shareholders holding an aggregate of 7,666,667 founder shares (up to 1,000,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised). All share and per share data have been retroactively restated to reflect this change.

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		5 Months Ended
	Jul. 11, 2024	Jun. 30, 2024
Commitments and Contingencies [Line Items]
Price per unit		$ 10
Underwriting discount per unit		$ 0.2
Underwriting discount (in Dollars)		$ 4,000,000
Defer underwriting commissions per Unit		$ 0.45
Price per unit		$ 0.65
Aggregate value of share (in Dollars)		$ 10,950,000
Additional units exercised (in Dollars)		$ 10,950,000
Forecast [Member] | Underwriting Agreement [Member]
Commitments and Contingencies [Line Items]
Price per unit	$ 10
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Number of unit issued (in Shares)		3,000,000
Over-Allotment Option [Member] | Maximum [Member]
Commitments and Contingencies [Line Items]
Number of unit issued (in Shares)		3,000,000
Over-Allotment Option [Member] | Forecast [Member]
Commitments and Contingencies [Line Items]
Number of unit issued (in Shares)	3,000,000

Subsequent Events (Details)

Subsequent Events (Details) - Forecast [Member]	Jul. 11, 2024 USD ($) $ / shares shares
Subsequent Events [Line Items]
Consummated IPO per unit (in Dollars per share) | $ / shares	$ 10
Gross proceeds (in Dollars) | $	$ 230,000,000
Sponsor [Member]
Subsequent Events [Line Items]
Number of warrant issued	4,000,000
Private Placement Warrant [Member]
Subsequent Events [Line Items]
Number of warrant issued	6,000,000
Cantor Fitzgerald & Co [Member]
Subsequent Events [Line Items]
Number of warrant issued	2,000,000
Initial Public Offering [Member]
Subsequent Events [Line Items]
Number of Units Issued During Period	23,000,000
Over-Allotment Option [Member]
Subsequent Events [Line Items]
Number of Units Issued During Period	3,000,000
Private Placement Warrants [Member]
Subsequent Events [Line Items]
Consummated IPO per unit (in Dollars per share) | $ / shares	$ 1
Sale of warrants	6,000,000
Founder Shares [Member]
Subsequent Events [Line Items]
Subject to forfeiture	1,000,000