M3-Brigade Acquisition V Corp. Units (MBAVU) 10-Q 10 Sep 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	4 Months Ended
	Jun. 30, 2024	Sep. 10, 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	M3-BRIGADE ACQUISITION V CORP.
Entity Central Index Key	0002016072
Entity File Number	001-42171
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	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	1700 Broadway
Entity Address, Address Line Two	19th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
Entity Phone Fax Numbers [Line Items]
City Area Code	(212)
Local Phone Number	202-2200
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	MBAVU
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	MBAV
Security Exchange Name	NASDAQ
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	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol	MBAVW
Security Exchange Name	NASDAQ
Class A Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		28,750,000
Class B Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		7,187,500

Condensed Balance Sheet (Unaudi

Condensed Balance Sheet (Unaudited)	Jun. 30, 2024 USD ($)
Assets
Deferred offering costs	$ 733,710
Total Assets	733,710
Liabilities and Shareholders’ Deficit
Accrued offering costs	590,306
Total Liabilities	758,184
Commitments and Contingencies (Note 6)
Shareholders’ Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	24,281
Accumulated deficit	(49,474)
Total Shareholders’ Deficit	(24,474)
Total Liabilities and Shareholders’ Deficit	733,710
Related Party
Liabilities and Shareholders’ Deficit
Advance from related parties	167,878
Class A Ordinary Shares
Shareholders’ Deficit
Ordinary Shares value
Class B Ordinary Shares
Shareholders’ Deficit
Ordinary Shares value	$ 719	[1]
[1] Includes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5). On August 2, 2024, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 937,500 Class B ordinary shares were no longer subject to forfeiture.

Condensed Balance Sheet (Unau_2

Condensed Balance Sheet (Unaudited) (Parentheticals)	Jun. 30, 2024 $ / shares shares
Preferred shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Preferred shares, shares authorized	1,000,000
Preferred shares, shares issued	0
Preferred shares, shares outstanding	0
Class A Ordinary Shares
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares authorized	200,000,000
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	20,000,000	[1]
Ordinary shares, shares issued	7,187,500	[1]
Ordinary shares, shares outstanding	7,187,500	[1]
[1] Includes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5). On August 2, 2024, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 937,500 Class B ordinary shares were no longer subject to forfeiture.

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)		3 Months Ended	4 Months Ended
		Jun. 30, 2024	Jun. 30, 2024
General and administrative costs		$ 33,600	$ 49,474
Net loss		$ (33,600)	$ (49,474)
Class B non-redeemable ordinary shares
Weighted average shares outstanding (in Shares)	[1]	6,250,000	6,250,000
Basic net loss per share (in Dollars per share)		$ (0.01)	$ (0.01)
[1] Excludes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5). On August 2, 2024, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 937,500 Class B ordinary shares were no longer subject to forfeiture.

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended	4 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Class B non-redeemable ordinary shares
Diluted net loss per share	$ (0.01)	$ (0.01)

Condensed Statements of Changes

Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($)		Ordinary Shares Class A	Ordinary Shares Class B	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Mar. 11, 2024
Balance (in Shares) at Mar. 11, 2024
Issuance of Class B ordinary shares to Sponsor	[1]		$ 719	24,281		25,000
Issuance of Class B ordinary shares to Sponsor (in Shares)	[1]		7,187,500
Net loss					(15,874)	(15,874)
Balance at Mar. 31, 2024			$ 719	24,281	(15,874)	9,126
Balance (in Shares) at Mar. 31, 2024			7,187,500
Balance at Mar. 11, 2024
Balance (in Shares) at Mar. 11, 2024
Net loss						(49,474)
Balance at Jun. 30, 2024			$ 719	24,281	(49,474)	(24,474)
Balance (in Shares) at Jun. 30, 2024			7,187,500
Balance at Mar. 31, 2024			$ 719	24,281	(15,874)	9,126
Balance (in Shares) at Mar. 31, 2024			7,187,500
Net loss					(33,600)	(33,600)
Balance at Jun. 30, 2024			$ 719	$ 24,281	$ (49,474)	$ (24,474)
Balance (in Shares) at Jun. 30, 2024			7,187,500
[1] Includes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5). On August 2, 2024, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 937,500 Class B ordinary shares were no longer subject to forfeiture.

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows (Unaudited)	4 Months Ended
	Jun. 30, 2024 USD ($)
Cash Flows from Operating Activities:
Net loss	$ (49,474)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares	5,454
General and administrative costs paid through advance from related party	44,020
Net cash used in operating activities
Net Change in Cash
Cash – Beginning of period
Cash – End of period
Non-Cash investing and financing activities:
Deferred offering costs included in accrued offering costs	590,306
Deferred offering costs paid through advance from related party	123,858
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$ 19,546

Description of Organization and

Description of Organization and Business Operations	4 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 M3-Brigade Acquisition V Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on March 12, 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”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of June 30, 2024, the Company had not commenced any operations. All activity for the period from March 12, 2024 (inception) through June 30, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on July 31, 2024. On August 2, 2024, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is described in Note 3. The Company’s Sponsor is M3-Brigade Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), formerly known as M3-Brigade Sponsor V LP, a Delaware limited partnership. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,337,500 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 warrant, or $8,337,500, which is described in Note 4. Of those 8,337,500 Private Placement Warrants, the Sponsor purchased 5,043,750 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 3,293,750 Private Placement Warrants. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Transaction costs amounted to $19,406,996, consisting of $5,000,000 of cash underwriting fee, $13,400,000 of deferred underwriting fee (see additional discussion in Note 6), and $1,006,996 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the interest earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, on August 2, 2024, an amount of $288,937,500 ($10.05 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the trust account (the “Trust Account”), which may only be held as cash or invested in (i) U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations or (ii) an interest bearing bank demand deposit account or other accounts at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations. The amount initially placed in the Trust Account upon the closing of the Initial Public Offering was $10.05 per public share. The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, on August 2, 2024 in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its Initial Business Combination or to redeem 100% of the Company’s public shares if it has not consummated an Initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (except for the Company’s independent auditors), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (except for the Company’s independent auditors), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

Significant Accounting Policies

Significant Accounting Policies	4 Months Ended
	Jun. 30, 2024
Significant Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on August 6, 2024, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 8, 2024. The interim results for the three months ended June 30, 2024 and for the period from March 12, 2024 (inception) through June 30, 2024, are not necessarily indicative of the results to be expected for the period ending December 31, 2024 or for any future periods. Liquidity and Capital Resources As of June 30, 2024, the Company had no cash and a working capital deficit of $758,184. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” and through the consummation of the Initial Public Offering, as of August 2, 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 condensed financial statements. The Company cannot assure that its plans to consummate an Initial Business Combination will be successful. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $0 in cash and no cash equivalents as of June 30, 2024. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) 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 assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ equity as Public Warrants and Private Placement Warrants after management’s evaluation were accounted for under equity treatment. 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 statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Warrant Instruments The Company will account for the 14,375,000 Public Warrants and 8,337,500 Private Placement Warrants issued in connection with the Initial Public Offering and the private placement, which closed on August 2, 2024, in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. Such guidance provides that the warrants described above were not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. There were no warrants outstanding as of June 30, 2024. 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 937,500 ordinary shares that would have been subject to forfeiture by the holders thereof had the over-allotment option not been exercised by the underwriters (see Note 5). 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 periods presented. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 as of March 12, 2024 (inception). There was no effect to the Company’s presented condensed financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Initial Public Offering

Initial Public Offering	4 Months Ended
	Jun. 30, 2024
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on August 2, 2024 the Company sold 28,750,000 Units, which includes the full exercise by the underwriters of their overallotment option in the amount of 3,750,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share (the “public shares”), and one-half of one redeemable warrant (the “Public Warrants” and, together with the Private Placement Warrants, the “warrants”). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five Warrants As of June 30, 2024, there were no warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary shares underlying such unit. Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60 th If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 The Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing at least 150 days after completion of our initial Business Combination and ending on the third trading day prior to the date on which the Company sends to the notice of redemption to the warrant holders. Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

Private Placement

Private Placement	4 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., the representative of the underwriters, purchased an aggregate of 8,337,500 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $8,337,500 in the aggregate. Of those 8,337,500 Private Placement Warrants, the Sponsor purchased 5,043,750 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 3,293,750 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 initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor Fitzgerald & Co. and/or its designees, will not be exercisable more than five The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

Related Party Transactions

Related Party Transactions	4 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 15, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 7,187,500 founders shares to the Sponsor. Up to 937,500 of the founder shares were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. On August 1, 2024, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 937,500 founder shares were no longer subject to forfeiture. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up. Promissory Note — Related Party The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering. The Company had no borrowings under the promissory note as of June 30, 2024. As of the closing of the Initial Public Offering, borrowings under the promissory note are no longer available. Advance from Related Party As of June 30, 2024, the Company owes a related party $167,878 for expenses which they have paid on the Company’s behalf. The amount is due on demand. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of June 30, 2024, no such Working Capital Loans were outstanding.

Commitments and Contingencies

Commitments and Contingencies	4 Months Ended
	Jun. 30, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,750,000 units to cover over-allotments, if any. On August 1, 2024, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,750,000 Units at a price of $10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $5,000,000 (2.0% of the gross proceeds of the Units offered in the Initial Public Offering, excluding any proceeds from Units sold pursuant to the underwriters’ over-allotment option), which was paid upon the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 4.40% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.40% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, or $13,400,000 in the aggregate, payable upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Shareholders' Deficit

Shareholders' Deficit	4 Months Ended
	Jun. 30, 2024
Shareholders
SHAREHOLDERS’ DEFICIT	NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary shares Class B Ordinary shares The founder shares will automatically convert into Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of the Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

Subsequent Events

Subsequent Events	4 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 the date that the condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On August 2, 2024, the Company consummated the Initial Public Offering of 28,750,000 Units, which includes the full exercise by the underwriters of their overallotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,337,500 Private Placement Warrants to the Sponsor and Cantor Fitzgerald & Co., at a price of $1.00 per warrant, or $8,337,500, Additionally, at the closing of the Initial Public Offering, the Company paid the underwriters their cash payment of 2.0% of the gross proceeds of the Units offered in the Initial Public Offering, excluding any proceeds from units sold pursuant to the underwriters’ over-allotment option, or $5,000,000 in the aggregate.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	1 Months Ended	3 Months Ended	4 Months Ended
	Mar. 31, 2024	Jun. 30, 2024	Jun. 30, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (15,874)	$ (33,600)	$ (49,474)

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)	4 Months Ended
	Jun. 30, 2024
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 SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on August 6, 2024, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 8, 2024. The interim results for the three months ended June 30, 2024 and for the period from March 12, 2024 (inception) through June 30, 2024, are not necessarily indicative of the results to be expected for the period ending December 31, 2024 or for any future periods.
Liquidity and Capital Resources	Liquidity and Capital Resources As of June 30, 2024, the Company had no cash and a working capital deficit of $758,184. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” and through the consummation of the Initial Public Offering, as of August 2, 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 condensed financial statements. The Company cannot assure that its plans to consummate an Initial Business Combination will be successful. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $0 in cash and no cash equivalents as of June 30, 2024.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Deferred Offering Costs	Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) 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 assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ equity as Public Warrants and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.
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 statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Warrant Instruments	Warrant Instruments The Company will account for the 14,375,000 Public Warrants and 8,337,500 Private Placement Warrants issued in connection with the Initial Public Offering and the private placement, which closed on August 2, 2024, in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. Such guidance provides that the warrants described above were not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. There were no warrants outstanding as of June 30, 2024.
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 937,500 ordinary shares that would have been subject to forfeiture by the holders thereof had the over-allotment option not been exercised by the underwriters (see Note 5). 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 periods presented.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 as of March 12, 2024 (inception). There was no effect to the Company’s presented condensed financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
Risks and Uncertainties	Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)			4 Months Ended
	Aug. 02, 2024	Aug. 01, 2024	Jun. 30, 2024	Mar. 15, 2024
Description of Organization and Business Operations [Line Items]
Purchase price per unit (in Dollars per share)			$ 18
Price per warrants (in Dollars per share)			$ 0.01
Transaction costs			$ 19,406,996
Cash underwriting fee			5,000,000
Deferred underwriting fee			13,400,000
Other offering costs			$ 733,710
Initial business combination or to redeem percentage			100%
Maximum Net Interest To Pay Dissolution Expenses			$ 100,000
Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Sale of Private Placement Warrants (in Shares)			8,337,500
Price per warrants (in Dollars per share)			$ 1
Purchase of warrants			$ 8,337,500
Private placement warrants (in Shares)			8,337,500
Warrant [Member]
Description of Organization and Business Operations [Line Items]
Price per warrants (in Dollars per share)			$ 11.5
Purchase of each warrants (in Shares)			1
Maximum [Member]
Description of Organization and Business Operations [Line Items]
Percentage of fair market value			80%
Minimum [Member]
Description of Organization and Business Operations [Line Items]
Percentage of fair market value			50%
Sponsor [Member]
Description of Organization and Business Operations [Line Items]
Purchase price per unit (in Dollars per share)			$ 10.05	$ 0.004
Sponsor [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Private placement warrants (in Shares)			5,043,750
Cantor Fitzgerald & Co [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Private placement warrants (in Shares)			3,293,750
Cantor Fitzgerald & Co [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Private placement warrants (in Shares)			3,293,750
Underwriting Agreement [Member]
Description of Organization and Business Operations [Line Items]
Other offering costs			$ 1,006,996
Subsequent Event [Member]
Description of Organization and Business Operations [Line Items]
Maturity days	185 days
Subsequent Event [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Sale of Private Placement Warrants (in Shares)	8,337,500
Price per warrants (in Dollars per share)	$ 1
Purchase of warrants	$ 8,337,500
Class A Ordinary Shares [Member]
Description of Organization and Business Operations [Line Items]
Purchase price per unit (in Dollars per share)			$ 12
Class A Ordinary Shares [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Price per warrants (in Dollars per share)			$ 11.5
Purchase of each warrants (in Shares)			1
Class A Ordinary Shares [Member] | Warrant [Member]
Description of Organization and Business Operations [Line Items]
Price per warrants (in Dollars per share)			$ 11.5
Class A Ordinary Shares [Member] | M3-Brigade Sponsor V LLC [Member]
Description of Organization and Business Operations [Line Items]
Price per warrants (in Dollars per share)			11.5
IPO [Member]
Description of Organization and Business Operations [Line Items]
Purchase price per unit (in Dollars per share)			$ 10.05
IPO [Member] | Subsequent Event [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued (in Shares)	28,750,000
Purchase price per unit (in Dollars per share)	$ 10
Gross proceeds	$ 287,500,000
Sale of Private Placement Warrants (in Shares)	28,750,000
IPO [Member] | Subsequent Event [Member] | Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Gross proceeds	$ 288,937,500
IPO [Member] | Common Stock [Member] | Subsequent Event [Member]
Description of Organization and Business Operations [Line Items]
Purchase price per unit (in Dollars per share)	$ 10.05
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued (in Shares)			3,750,000
Over-Allotment Option [Member] | Subsequent Event [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued (in Shares)	3,750,000
Purchase price per unit (in Dollars per share)	$ 10
Gross proceeds	$ 287,500,000
Sale of Private Placement Warrants (in Shares)	3,750,000
Deferred underwriting fee	$ 5,000,000
Over-Allotment Option [Member] | Subsequent Event [Member] | Underwriting Agreement [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued (in Shares)		3,750,000
Purchase price per unit (in Dollars per share)		$ 10
Public Shares [Member]
Description of Organization and Business Operations [Line Items]
Purchase price per unit (in Dollars per share)			$ 10.05
Initial business combination or to redeem percentage			100%

Significant Accounting Polici_2

Significant Accounting Policies (Details)	Jun. 30, 2024 USD ($) shares
Significant Accounting Policies [Line Items]
Cash | $	$ 0
Working capital deficit | $	$ 758,184
Shares subject to forfeiture (in Shares) | shares	937,500
Public Warrants [Member]
Significant Accounting Policies [Line Items]
Warrant issued (in Shares) | shares	14,375,000
Private Placement Warrants [Member]
Significant Accounting Policies [Line Items]
Warrant issued (in Shares) | shares	8,337,500
Cash and Cash Equivalents [Member]
Significant Accounting Policies [Line Items]
Cash | $	$ 0
Cash equivalents | $	$ 0
Over-Allotment Option [Member]
Significant Accounting Policies [Line Items]
Shares subject to forfeiture (in Shares) | shares	937,500

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares		4 Months Ended
	Aug. 02, 2024	Jun. 30, 2024
Initial Public Offering [Line Items]
Share price		$ 18
Number of shares in a unit		1
Price per warrant		$ 0.01
Redemption of warrants price per share		$ 18
Notice Period For Redemption Of Warrants		30 days
Redemption Period		30 days
Number of trading days		20 days
Number of trading days period commencing		30 days
Business Combination [Member]
Initial Public Offering [Line Items]
Warrant term		5 years
Redeemable Warrant [Member]
Initial Public Offering [Line Items]
Number of shares in a unit		1
Warrant [Member]
Initial Public Offering [Line Items]
Number of shares of common stock converted		1
Price per warrant		$ 11.5
Warrant exercisable term		30 days
Warrant term		5 years
Warrant [Member] | Business Combination [Member]
Initial Public Offering [Line Items]
Warrant exercisable term		30 days
Class A Ordinary Shares [Member]
Initial Public Offering [Line Items]
Share price		$ 12
Number of shares in a unit		1
Class A Ordinary Shares [Member] | Warrant [Member]
Initial Public Offering [Line Items]
Price per warrant		$ 11.5
IPO [Member]
Initial Public Offering [Line Items]
Share price		$ 10.05
IPO [Member] | Subsequent Event [Member]
Initial Public Offering [Line Items]
Sale of stock units	28,750,000
Share price	$ 10
Over-Allotment Option [Member] | Subsequent Event [Member]
Initial Public Offering [Line Items]
Sale of stock units	3,750,000
Share price	$ 10

Private Placement (Details)

Private Placement (Details)	4 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Private Placement [Line Items]
Price per warrant (in Dollars per share) | $ / shares	$ 0.01
Trading days of the initial business combination	30 days
Redemption percentage	100%
Private Placement Warrants [Member]
Private Placement [Line Items]
Aggregate warrants	8,337,500
Price per warrant (in Dollars per share) | $ / shares	$ 1
Gross proceeds of warrants (in Dollars) | $	$ 8,337,500
Exercisable term	5 years
Private Placement Warrants [Member] | Cantor Fitzgerald & Co [Member]
Private Placement [Line Items]
Aggregate warrants	3,293,750
Private Placement Warrants [Member] | Sponsor [Member]
Private Placement [Line Items]
Aggregate warrants	5,043,750
Class A Ordinary Share [Member] | Private Placement Warrants [Member]
Private Placement [Line Items]
Purchase of each warrants	1
Price per warrant (in Dollars per share) | $ / shares	$ 11.5
Sponsor [Member] | Private Placement Warrants [Member]
Private Placement [Line Items]
Aggregate warrants	8,337,500
Price per warrant (in Dollars per share) | $ / shares	$ 1
Gross proceeds of warrants (in Dollars) | $	$ 8,337,500
Sponsor [Member] | Class A Ordinary Share [Member] | Private Placement Warrants [Member]
Private Placement [Line Items]
Purchase of each warrants	1
Price per warrant (in Dollars per share) | $ / shares	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			1 Months Ended	4 Months Ended
		Mar. 15, 2024	Mar. 31, 2024	Jun. 30, 2024	Aug. 01, 2024
Related Party Transactions [Line Items]
Number of value issued	[1]		$ 25,000
Price of per share (in Dollars per share)				$ 18
Shares subject to forfeiture (in Shares)				937,500
Business Combination [Member]
Related Party Transactions [Line Items]
Restrictions on transfer period of time after business combination completion				1 year
Initial business combination period				150 days
Sponsor [Member]
Related Party Transactions [Line Items]
Price of per share (in Dollars per share)		$ 0.004		$ 10.05
Aggregate loan expenses				$ 300,000
Related Party [Member]
Related Party Transactions [Line Items]
Advance from related party				167,878
Founders Shares [Member]
Related Party Transactions [Line Items]
Shares subject to forfeiture (in Shares)		937,500
Founders Shares [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Number of value issued		$ 25,000
NUmber of shares issued (in Shares)		7,187,500
Working Capital Loan [Member] | Sponsor [Member]
Related Party Transactions [Line Items]
Convertible loans				$ 1,500,000
Warrant price (in Dollars per share)				$ 1
Subsequent Event [Member] | Founders Shares [Member]
Related Party Transactions [Line Items]
Shares subject to forfeiture (in Shares)					937,500
Class A Ordinary Shares [Member]
Related Party Transactions [Line Items]
Price of per share (in Dollars per share)				$ 12
Trading days				20 days
Consecutive trading day threshold				30 days
[1] Includes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5). On August 2, 2024, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 937,500 Class B ordinary shares were no longer subject to forfeiture.

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)			4 Months Ended
	Aug. 02, 2024	Aug. 01, 2024	Jun. 30, 2024
Commitments and Contingencies [Line Items]
Underwriters option period from the date of initial public offering			45 days
Share price (in Dollars per share)			$ 18
Underwriter cash discount (in Dollars)			$ 5,000,000
Percentage of gross proceed offered in IPO			2%
Percentage of deferred underwriting discount			4.40%
Percentage of gross proceeds sold to underwriters			6.40%
Underwriting expenses (in Dollars)			$ 13,400,000
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Commitments and Contingencies [Line Items]
Number of units issued (in Shares)			3,750,000
Over-Allotment Option [Member] | Subsequent Event [Member]
Commitments and Contingencies [Line Items]
Number of units issued (in Shares)	3,750,000
Share price (in Dollars per share)	$ 10
Over-Allotment Option [Member] | Subsequent Event [Member] | Underwriting Agreement [Member]
Commitments and Contingencies [Line Items]
Number of units issued (in Shares)		3,750,000
Share price (in Dollars per share)		$ 10

Shareholders' Deficit (Details)

Shareholders' Deficit (Details)	4 Months Ended
	Jun. 30, 2024 $ / shares shares
Shareholders Deficit [Line Items]
Preference shares, shares authorized	1,000,000
Preference shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Shares subject to forfeiture	937,500
Conversion share percentage	20%
Class A Ordinary Shares [Member]
Shareholders Deficit [Line Items]
Ordinary shares, shares authorized	200,000,000
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Number of vote	one
Class B Ordinary Shares [Member]
Shareholders Deficit [Line Items]
Ordinary shares, shares authorized	20,000,000	[1]
Ordinary shares, par value (in Dollars per share) | $ / shares	$ 0.0001	[1]
Ordinary shares, shares issued	7,187,500	[1]
Ordinary shares, shares outstanding	7,187,500	[1]
Shares subject to forfeiture	937,500
Number of vote	one
[1] Includes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5). On August 2, 2024, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 937,500 Class B ordinary shares were no longer subject to forfeiture.

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	Aug. 02, 2024 USD ($) $ / shares shares
Private Placement Warrants [Member]
Subsequent Events [Line Items]
Sale of stock units	8,337,500
Price per warrant | $ / shares	$ 1
Gross proceeds of warrants | $	$ 8,337,500
IPO [Member]
Subsequent Events [Line Items]
Number of units issued	28,750,000
Price per unit | $ / shares	$ 10
Gross proceeds | $	$ 287,500,000
Sale of stock units	28,750,000
Gross proceeds percentage	2%
Over-Allotment Option [Member]
Subsequent Events [Line Items]
Number of units issued	3,750,000
Price per unit | $ / shares	$ 10
Gross proceeds | $	$ 287,500,000
Sale of stock units	3,750,000
Underwriters expenses | $	$ 5,000,000