| Effects of the de-SPAC and Related Financing Transactions, Benefits [Text Block] |
The existence of financial and personal interests of one or more of SPAC’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of SPAC and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. The following describes the potential benefits and detriments to certain groups of stakeholders in connection with the Business Combination: | ● | SPAC: The SPAC Board determined that the Business Combination presents an attractive business opportunity in light of a variety of factors, including but not limited to the Company’s future business and financial condition and prospects, market opportunity, unique offering, experienced management team and attractive valuation. The SPAC Board also considered the potential detriments of the Business Combination to SPAC, including the uncertainty of potential benefits of the Business Combination being achieved, macroeconomic risks, and the risks and costs to SPAC if the Business Combination is not achieved, including the risk that it may result in SPAC being unable to complete a business combination and force SPAC to liquidate. For more information, see “— The SPAC Board’s Reasons for the Approval of the Business Combination,” and various risks described under the section entitled “Risk Factors.” |
| ● | Sponsor: The Sponsor expects to receive substantial consideration in the Business Combination, including the following securities: (i) 2,410,000 shares of Pubco Class A Common Stock issued upon the exchange of 2,410,000 shares of Post- |
| | Domestication SPAC Common Stock held by the Sponsor at Closing (which is the result of the 7,187,500 Founder Shares originally purchased by the Sponsor prior to the IPO minus (i) 1,437,500 Founder Shares surrendered by the Sponsor prior to the IPO, (ii) 90,000 Founder Shares transferred to the three Independent Directors of SPAC in June 2024, (iii) 500,000 Discretionary Founder Shares which will be used or forfeited, and (iv) 2,750,000 Founder Shares that will be forfeited by the Sponsor before the Domestication), which were initially purchased by the Sponsor prior to the SPAC IPO for an aggregate $25,000, of which 500,000 will be subject to vesting pursuant to the Sponsor Support Agreement as described elsewhere in this proxy statement/prospectus, (ii) 4,000,000 Pubco Private Warrants, and 4,000,000 Pubco Class A Common Stock issuable upon the exercise of such warrants, which were in initially purchased by the Sponsor in a private placement that closed concurrently with the SPAC IPO for $1.00 per warrant, which will be assumed by Pubco at the time of the SPAC Merger. The Sponsor will also be entitled to continued indemnification by Pubco and the Company following the Closing pursuant to the terms of the Sponsor Indemnification Agreement. The Sponsor is also entitled to the repayment of any out-of-pocket expenses, advances or loans made by the Sponsor, of which approximately $3,000 is outstanding as of the date of this proxy statement/prospectus, and the payment of $20,000 per month by SPAC for providing office space, utilities, secretarial and administrative support services pursuant to the Administrative Services Agreement dated June 25, 2024, by and between SPAC and the Sponsor, of which $320,000 is accrued as of the date of this proxy statement/prospectus. For more information, see “— Compensation to be Received by the Sponsor and SPAC’s Officers and Directors in Connection with the Business Combination.” The Sponsor will only be able to realize a return on its investment in SPAC (which may be materially higher than the return realized by SPAC Public Shareholders) if SPAC completes a business combination. In addition, the Sponsor faces potential detriments from the Business Combination, including the possibility of litigation challenging the Business Combination or the Sponsor’s role in the Business Combination, and the risk that if the Business Combination is not achieved, SPAC may be unable to consummate a business combination and be forced to liquidate, resulting in the Sponsor’s investment being worthless. |
| ● | James A. Graf: See the benefits and detriments set forth above with respect to the Sponsor (which will affect Mr. Graf, as the controlling person of the Sponsor). |
| ● | SPAC Independent Directors: SPAC’s independent directors (Louis Bélanger-Martin, Kenneth Weinstein, and Fred Zeidman) each own 30,000 Founder Shares, which will be exchanged for 30,000 shares of Pubco Class A Common Stock at Closing. Such persons have waived any claim against the Trust Account for redemption. Accordingly, in the event that SPAC liquidates, the SPAC independent directors may lose their entire investment. SPAC’s independent directors are also entitled to reimbursement for loans and advances to SPAC and for out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination. As of the date of this proxy statement/prospectus, no such amounts were outstanding. In addition, the SPAC directors face potential additional detriments from the Business Combination, including the possibility of litigation challenging the Business Combination or such directors’ roles in the Business Combination. |
| ● | The Company: The Company Board determined that the Business Combination presents an attractive business opportunity in light of certain factors, including that the Business Combination will expand both the access to capital for the Company and the range of investors potentially available to the Company as a public company, and taking into account the Company’s expected cash resources and need for additional capital to fund its operations. Company equityholders (other than the Big3 Founders) are expected to own approximately 18.2% of the Pubco Common Stock outstanding and approximately 3.3% of the voting power of outstanding Pubco Common Stock (assuming the No Additional Redemptions Scenario, no Transaction Financing, the forfeiture of 2,750,000 Sponsor Forfeited Shares, but including their pro rata portion of the 2,000,000 Earnout Shares, which will be issued and outstanding at the Closing and subject to vesting, and assuming the Company’s Cash Position is $0.00 (as of June 30, 2026) and without giving effect to any dilutive instruments). The Company Board also considered the potential detriments of the Business Combination to the Company, including the possibility that the Business Combination might not be completed in a timely manner or at all, the uncertainty of the potential benefits of the Business Combination being achieved, the costs involved in connection with completing the Business Combination, and the time and effort of the Company’s management required to complete the Business Combination. For more information, see “— Company’s Reasons for the Business Combination” and various risks described under the section entitled “Risk Factors.” |
| ● | Big3 Founders: As holders of Pubco Class B Common Stock, the Big3 Founders will have ten (10) votes per share of Pubco Class B Common Stock owned by them as of the Closing. The Big3 Founders are expected to be the only holders of Pubco Class B Common Stock immediately following the Closing. As a result, the Big3 Founders are expected to own, in the aggregate, 53.4% of the Pubco Common Stock outstanding and approximately 91.5% of the voting power of outstanding |
| | Pubco Common Stock (assuming the No Additional Redemptions Scenario, no Transaction Financing, the forfeiture of 2,750,000 Sponsor Forfeited Shares, but including their pro rata portion of the 2,000,000 Earnout Shares, which will be issued and outstanding at the Closing and subject to vesting, and assuming the Company’s Cash Position is $0.00 (as of June 30, 2026) and without giving effect to any dilutive instruments). In addition, the Big3 Founders are expected to be executive officers and directors of Pubco after the Closing. As such, in the future, the Big3 Founders may receive such compensation, which may consist of cash or stock-based awards, and any other remuneration that the Pubco Board determines to pay to the executive officers and directors, including indemnification and directors’ and officers’ liability insurance. |
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| Effects of the de-SPAC and Related Financing Transactions, Detriments [Text Block] |
The following describes the potential benefits and detriments to certain groups of stakeholders in connection with the Business Combination: | ● | SPAC: The SPAC Board determined that the Business Combination presents an attractive business opportunity in light of a variety of factors, including but not limited to the Company’s future business and financial condition and prospects, market opportunity, unique offering, experienced management team and attractive valuation. The SPAC Board also considered the potential detriments of the Business Combination to SPAC, including the uncertainty of potential benefits of the Business Combination being achieved, macroeconomic risks, and the risks and costs to SPAC if the Business Combination is not achieved, including the risk that it may result in SPAC being unable to complete a business combination and force SPAC to liquidate. For more information, see “— The SPAC Board’s Reasons for the Approval of the Business Combination,” and various risks described under the section entitled “Risk Factors.” |
| ● | Sponsor: The Sponsor expects to receive substantial consideration in the Business Combination, including the following securities: (i) 2,410,000 shares of Pubco Class A Common Stock issued upon the exchange of 2,410,000 shares of Post- |
| | Domestication SPAC Common Stock held by the Sponsor at Closing (which is the result of the 7,187,500 Founder Shares originally purchased by the Sponsor prior to the IPO minus (i) 1,437,500 Founder Shares surrendered by the Sponsor prior to the IPO, (ii) 90,000 Founder Shares transferred to the three Independent Directors of SPAC in June 2024, (iii) 500,000 Discretionary Founder Shares which will be used or forfeited, and (iv) 2,750,000 Founder Shares that will be forfeited by the Sponsor before the Domestication), which were initially purchased by the Sponsor prior to the SPAC IPO for an aggregate $25,000, of which 500,000 will be subject to vesting pursuant to the Sponsor Support Agreement as described elsewhere in this proxy statement/prospectus, (ii) 4,000,000 Pubco Private Warrants, and 4,000,000 Pubco Class A Common Stock issuable upon the exercise of such warrants, which were in initially purchased by the Sponsor in a private placement that closed concurrently with the SPAC IPO for $1.00 per warrant, which will be assumed by Pubco at the time of the SPAC Merger. The Sponsor will also be entitled to continued indemnification by Pubco and the Company following the Closing pursuant to the terms of the Sponsor Indemnification Agreement. The Sponsor is also entitled to the repayment of any out-of-pocket expenses, advances or loans made by the Sponsor, of which approximately $3,000 is outstanding as of the date of this proxy statement/prospectus, and the payment of $20,000 per month by SPAC for providing office space, utilities, secretarial and administrative support services pursuant to the Administrative Services Agreement dated June 25, 2024, by and between SPAC and the Sponsor, of which $320,000 is accrued as of the date of this proxy statement/prospectus. For more information, see “— Compensation to be Received by the Sponsor and SPAC’s Officers and Directors in Connection with the Business Combination.” The Sponsor will only be able to realize a return on its investment in SPAC (which may be materially higher than the return realized by SPAC Public Shareholders) if SPAC completes a business combination. In addition, the Sponsor faces potential detriments from the Business Combination, including the possibility of litigation challenging the Business Combination or the Sponsor’s role in the Business Combination, and the risk that if the Business Combination is not achieved, SPAC may be unable to consummate a business combination and be forced to liquidate, resulting in the Sponsor’s investment being worthless. |
| ● | James A. Graf: See the benefits and detriments set forth above with respect to the Sponsor (which will affect Mr. Graf, as the controlling person of the Sponsor). |
| ● | SPAC Independent Directors: SPAC’s independent directors (Louis Bélanger-Martin, Kenneth Weinstein, and Fred Zeidman) each own 30,000 Founder Shares, which will be exchanged for 30,000 shares of Pubco Class A Common Stock at Closing. Such persons have waived any claim against the Trust Account for redemption. Accordingly, in the event that SPAC liquidates, the SPAC independent directors may lose their entire investment. SPAC’s independent directors are also entitled to reimbursement for loans and advances to SPAC and for out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination. As of the date of this proxy statement/prospectus, no such amounts were outstanding. In addition, the SPAC directors face potential additional detriments from the Business Combination, including the possibility of litigation challenging the Business Combination or such directors’ roles in the Business Combination. |
| ● | The Company: The Company Board determined that the Business Combination presents an attractive business opportunity in light of certain factors, including that the Business Combination will expand both the access to capital for the Company and the range of investors potentially available to the Company as a public company, and taking into account the Company’s expected cash resources and need for additional capital to fund its operations. Company equityholders (other than the Big3 Founders) are expected to own approximately 18.2% of the Pubco Common Stock outstanding and approximately 3.3% of the voting power of outstanding Pubco Common Stock (assuming the No Additional Redemptions Scenario, no Transaction Financing, the forfeiture of 2,750,000 Sponsor Forfeited Shares, but including their pro rata portion of the 2,000,000 Earnout Shares, which will be issued and outstanding at the Closing and subject to vesting, and assuming the Company’s Cash Position is $0.00 (as of June 30, 2026) and without giving effect to any dilutive instruments). The Company Board also considered the potential detriments of the Business Combination to the Company, including the possibility that the Business Combination might not be completed in a timely manner or at all, the uncertainty of the potential benefits of the Business Combination being achieved, the costs involved in connection with completing the Business Combination, and the time and effort of the Company’s management required to complete the Business Combination. For more information, see “— Company’s Reasons for the Business Combination” and various risks described under the section entitled “Risk Factors.” |
| ● | Big3 Founders: As holders of Pubco Class B Common Stock, the Big3 Founders will have ten (10) votes per share of Pubco Class B Common Stock owned by them as of the Closing. The Big3 Founders are expected to be the only holders of Pubco Class B Common Stock immediately following the Closing. As a result, the Big3 Founders are expected to own, in the aggregate, 53.4% of the Pubco Common Stock outstanding and approximately 91.5% of the voting power of outstanding |
| | Pubco Common Stock (assuming the No Additional Redemptions Scenario, no Transaction Financing, the forfeiture of 2,750,000 Sponsor Forfeited Shares, but including their pro rata portion of the 2,000,000 Earnout Shares, which will be issued and outstanding at the Closing and subject to vesting, and assuming the Company’s Cash Position is $0.00 (as of June 30, 2026) and without giving effect to any dilutive instruments). In addition, the Big3 Founders are expected to be executive officers and directors of Pubco after the Closing. As such, in the future, the Big3 Founders may receive such compensation, which may consist of cash or stock-based awards, and any other remuneration that the Pubco Board determines to pay to the executive officers and directors, including indemnification and directors’ and officers’ liability insurance. |
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