Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Entity File Number | 001-40052 | |
Entity Registrant Name | Churchill Capital Corp VI | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3391359 | |
Entity Address, Address Line One | 640 Fifth Avenue, 12th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 380-7500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001828250 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one warrant | |
Trading Symbol | CCVI.U | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Shares of Class A common stock | |
Trading Symbol | CCVI | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 27,509,707 | |
Warrants included as part of the units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants included as part of the units | |
Trading Symbol | CCVI WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 13,800,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 1,427,956 | $ 1,413,885 |
Prepaid expenses | 269,278 | 99,409 |
Total current assets | 1,697,234 | 1,513,294 |
Cash and marketable securities held in Trust Account | 286,880,881 | 558,882,227 |
TOTAL ASSETS | 288,578,115 | 560,395,521 |
Current Liabilities | ||
Accrued expenses | 437,950 | 82,498 |
Income taxes payable | 856,875 | 1,290,976 |
Excise tax liability | 2,819,343 | |
Extension promissory note - related party | 2,500,000 | |
Total current liabilities | 6,614,168 | 1,373,474 |
Deferred tax liability | 334,099 | |
Deferred legal fee | 295,000 | 105,000 |
Warrant liabilities | 4,012,800 | 1,504,800 |
Deferred underwriting fee payable | 19,320,000 | 19,320,000 |
Total liabilities | 30,241,968 | 22,637,373 |
Commitments and contingencies | ||
Class A common stock subject to possible redemption, 27,509,707 and 55,200,000 shares at redemption value of approximately $10.40 and $10.09 as of September 30, 2023 and December 31, 2022, respectively | 285,998,803 | 557,099,834 |
Stockholders' deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 0 | |
Accumulated deficit | (27,664,036) | (19,343,066) |
Total stockholders' deficit | (27,662,656) | (19,341,686) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 288,578,115 | 560,395,521 |
Common Class A [Member] | ||
Stockholders' deficit | ||
Common stock | ||
Class A Common Stock Subject to Redemption | ||
Current Liabilities | ||
Class A common stock subject to possible redemption, 27,509,707 and 55,200,000 shares at redemption value of approximately $10.40 and $10.09 as of September 30, 2023 and December 31, 2022, respectively | 285,998,803 | 557,099,834 |
Common Class B [Member] | ||
Stockholders' deficit | ||
Common stock | $ 1,380 | $ 1,380 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class A Common Stock Subject to Redemption | ||
Common shares, shares issued | 27,509,707 | 55,200,000 |
Common shares, shares outstanding | 27,509,707 | 55,200,000 |
Temporary equity, shares outstanding | 27,509,707 | 55,200,000 |
Temporary equity, redemption price per share | $ 10.4 | $ 10.09 |
Common Class B [Member] | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Common shares, shares issued | 13,800,000 | 13,800,000 |
Common shares, shares outstanding | 13,800,000 | 13,800,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating costs | $ 411,794 | $ 356,319 | $ 1,643,627 | $ 1,133,375 |
Loss from operations | (411,794) | (356,319) | (1,643,627) | (1,133,375) |
Other income (expense): | ||||
Change in fair value of Warrant Liabilities | 501,600 | 5,016,000 | (2,508,000) | 22,321,200 |
Interest earned on funds held in Trust Account | 3,675,771 | 2,597,422 | 13,777,043 | 3,513,379 |
Unrealized gain (loss) on marketable securities held in Trust Account | 0 | 62,710 | 0 | (60,466) |
Total other income, net | 4,177,371 | 7,676,132 | 11,269,043 | 25,774,113 |
Income before provision for income taxes | 3,765,577 | 7,319,813 | 9,625,416 | 24,640,738 |
Provision for income taxes | (1,820,591) | (577,702) | (4,293,798) | (679,297) |
Net income | $ 1,944,986 | $ 6,742,111 | $ 5,331,618 | $ 23,961,441 |
Common Class A [Member] | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding, common stock | 27,509,707 | 55,200,000 | 41,354,854 | 55,200,000 |
Diluted weighted average shares outstanding, common stock | 27,509,707 | 55,200,000 | 41,354,854 | 55,200,000 |
Basic net income (loss) per share, common stock | $ 0.05 | $ 0.1 | $ 0.1 | $ 0.35 |
Diluted net income (loss) per share, common stock | $ 0.05 | $ 0.1 | $ 0.1 | $ 0.35 |
Common Class B [Member] | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding, common stock | 13,800,000 | 13,800,000 | 13,800,000 | 13,800,000 |
Diluted weighted average shares outstanding, common stock | 13,800,000 | 13,800,000 | 13,800,000 | 13,800,000 |
Basic net income (loss) per share, common stock | $ 0.05 | $ 0.1 | $ 0.1 | $ 0.35 |
Diluted net income (loss) per share, common stock | $ 0.05 | $ 0.1 | $ 0.1 | $ 0.35 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] |
Balance at the beginning at Dec. 31, 2021 | $ (43,438,235) | $ 0 | $ (43,439,615) | $ 0 | $ 1,380 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 13,800,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 9,789,728 | 9,789,728 | |||
Balance at the end at Mar. 31, 2022 | (33,648,507) | 0 | (33,649,887) | $ 0 | $ 1,380 |
Balance at the end (in shares) at Mar. 31, 2022 | 0 | 13,800,000 | |||
Balance at the beginning at Dec. 31, 2021 | (43,438,235) | 0 | (43,439,615) | $ 0 | $ 1,380 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 13,800,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 23,961,441 | ||||
Balance at the end at Sep. 30, 2022 | (21,032,245) | 0 | (21,033,625) | $ 0 | $ 1,380 |
Balance at the end (in shares) at Sep. 30, 2022 | 0 | 13,800,000 | |||
Balance at the beginning at Dec. 31, 2021 | (43,438,235) | 0 | (43,439,615) | $ 0 | $ 1,380 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 13,800,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Remeasurement adjustment on redeemable common stock | (5,099,834) | ||||
Balance at the end at Dec. 31, 2022 | (19,341,686) | 0 | (19,343,066) | $ 0 | $ 1,380 |
Balance at the end (in shares) at Dec. 31, 2022 | 0 | 13,800,000 | |||
Balance at the beginning at Mar. 31, 2022 | (33,648,507) | 0 | (33,649,887) | $ 0 | $ 1,380 |
Balance at the beginning (in shares) at Mar. 31, 2022 | 0 | 13,800,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 7,429,602 | 7,429,602 | |||
Balance at the end at Jun. 30, 2022 | (26,218,905) | 0 | (26,220,285) | $ 0 | $ 1,380 |
Balance at the end (in shares) at Jun. 30, 2022 | 0 | 13,800,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Remeasurement adjustment on redeemable common stock | (1,555,451) | (1,555,451) | |||
Net income | 6,742,111 | 6,742,111 | |||
Balance at the end at Sep. 30, 2022 | (21,032,245) | 0 | (21,033,625) | $ 0 | $ 1,380 |
Balance at the end (in shares) at Sep. 30, 2022 | 0 | 13,800,000 | |||
Balance at the beginning at Dec. 31, 2022 | (19,341,686) | 0 | (19,343,066) | $ 0 | $ 1,380 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 0 | 13,800,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Remeasurement adjustment on redeemable common stock | (2,867,059) | (2,867,059) | |||
Net income | 1,964,152 | 1,964,152 | |||
Balance at the end at Mar. 31, 2023 | (20,244,593) | 0 | (20,245,973) | $ 0 | $ 1,380 |
Balance at the end (in shares) at Mar. 31, 2023 | 0 | 13,800,000 | |||
Balance at the beginning at Dec. 31, 2022 | (19,341,686) | 0 | (19,343,066) | $ 0 | $ 1,380 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 0 | 13,800,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Remeasurement adjustment on redeemable common stock | (10,833,245) | ||||
Net income | 5,331,618 | ||||
Balance at the end at Sep. 30, 2023 | (27,662,656) | 0 | (27,664,036) | $ 0 | $ 1,380 |
Balance at the end (in shares) at Sep. 30, 2023 | 0 | 13,800,000 | |||
Balance at the beginning at Mar. 31, 2023 | (20,244,593) | 0 | (20,245,973) | $ 0 | $ 1,380 |
Balance at the beginning (in shares) at Mar. 31, 2023 | 0 | 13,800,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Remeasurement adjustment on redeemable common stock | (4,661,006) | (4,661,006) | |||
Excise tax liability in connection with redemptions | (2,819,343) | (2,819,343) | |||
Net income | 1,422,480 | 1,422,480 | |||
Balance at the end at Jun. 30, 2023 | (26,302,462) | 0 | (26,303,842) | $ 0 | $ 1,380 |
Balance at the end (in shares) at Jun. 30, 2023 | 0 | 13,800,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Remeasurement adjustment on redeemable common stock | (3,305,180) | (3,305,180) | |||
Net income | 1,944,986 | 1,944,986 | |||
Balance at the end at Sep. 30, 2023 | $ (27,662,656) | $ 0 | $ (27,664,036) | $ 0 | $ 1,380 |
Balance at the end (in shares) at Sep. 30, 2023 | 0 | 13,800,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 5,331,618 | $ 23,961,441 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on funds held in Trust Account | (13,777,043) | (3,513,379) |
Unrealized loss on marketable securities held in Trust Account | 0 | 60,466 |
Deferred tax benefit | (334,099) | 0 |
Change in fair value of Warrant Liabilities | 2,508,000 | (22,321,200) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (169,869) | 416,089 |
Accrued expenses | 545,452 | 75,398 |
Income taxes payable | (434,101) | 679,297 |
Net cash used in operating activities | (6,330,042) | (641,888) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (2,500,000) | 0 |
Cash withdrawn from Trust Account to pay franchise and income taxes | 5,344,113 | 129,979 |
Cash withdrawn from Trust Account for working capital purposes | 1,000,000 | 436,021 |
Cash withdrawn from Trust Account in connection with redemption | 281,934,276 | 0 |
Net cash provided by investing activities | 285,778,389 | 566,000 |
Cash Flows from Financing Activities: | ||
Proceeds from Extension promissory note - related party | 2,500,000 | 0 |
Redemptions of common stock | (281,934,276) | 0 |
Net cash used in financing activities | (279,434,276) | 0 |
Net Change in Cash | 14,071 | (75,888) |
Cash – Beginning of period | 1,413,885 | 1,051,300 |
Cash – End of period | 1,427,956 | 975,412 |
Supplemental cash flow information: | ||
Cash paid for income taxes | 5,061,998 | 0 |
Non-cash investing and financing activities: | ||
Excise tax liability accrued for common stock redemptions | 2,819,343 | 0 |
Remeasurement adjustment on redeemable common stock | $ 10,833,245 | $ 1,555,451 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Churchill Capital Corp VI (the “Company”) was incorporated in Delaware on October 9, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company had not commenced any operations. All activity through September 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021, the Company consummated the Initial Public Offering of 55,200,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including the issuance of 7,200,000 Units as a result of the underwriters’ full exercise of their over-allotment option further described in Note 3. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $552,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 14,040,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, Churchill Sponsor VI LLC (the “Sponsor”), generating gross proceeds to the Company of $14,040,000. Transaction costs amounted to $29,883,354 consisting of $10,048,000, net of underwriting discount, $19,320,000 of deferred underwriting discount and $515,354 of other offering costs. Following the closing of the Initial Public Offering on February 17, 2021, an amount of $552,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on February 17, 2023, the 24-month On May 11, 2023, the stockholders of the Company approved a proposal to adopt an amendment, which is described in more detail in the definitive proxy statement of the Company filed with the SEC on May 16, 2023, to the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) to extend the date by which the Company has to consummate a Business Combination from May 17, 2023 to February 17, 2024 (or such earlier date as determined by the Company’s board of directors) (the “Charter Amendment”). The Charter Amendment was filed with the Secretary of State of the State of Delaware on May 16, 2023 and 27,690,293 shares of Class A Common Stock were redeemed, resulting in the payment of $281,934,276 from the Trust Account. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding net of amounts disbursed to management for working capital purposes, if applicable, taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest, net of permitted withdrawals). The per-share The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares acquired during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, public stockholders may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and the Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem one-hundred Following a stockholder vote on May 11, 2023, the Amended and Restated Certificate of Incorporation was amended to extend the window the Company had to complete a Business Combination from May 17, 2023 to February 17, 2024 or such earlier date as determined by the board of directors. If the Company is unable to complete a Business Combination by February 17, 2024 (or within any extended date that may be approved pursuant to a stockholder vote to extend the date by which we must complete our initial business combination (an “extension vote”)) (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the funds on deposit in the Trust Account remaining available for distribution will be less than the Initial Public Offering price per Unit of $10.00 in the Initial Public Offering. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds on deposit in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account or 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Company due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2023, we had cash of $1,427,956. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender. Additionally, to fund working capital the Company has permitted withdrawals available up to an annual limit of $1,000,000. The Company may withdraw additional funds to pay income tax and franchise tax obligations. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. As of September 30, 2023, the Company had withdrawn from Trust Account $5,344,113 to pay franchise taxes and income taxes and $1,000,000 for working capital purposes and paid from the Trust Account $281,934,276 in connection with redemptions. On May 16, 2023, the Sponsor agreed to make monthly deposits directly to the Trust Account of the Company in the amount of $500,000 following the approval and implementation of the Extension Amendment Proposal. Such contributions are made pursuant to a non-interest The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these unaudited condensed financial statements if a Business Combination is not consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, complete Risks and Uncertainties We continue to evaluate the impact of increases in inflation and rising interest rates, financial market instability, including the recent bank failures, the potential government shutdown, the lingering effects of the COVID-19 concluded Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is 1% of the fair market value of any shares repurchased by the repurchasing corporation during a taxable year, which may be potentially netted by the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. In addition, a number of exceptions apply to this excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, this excise tax. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Because any such excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A common stock, cash available with which to effectuate a business combination or cash available for distribution in a subsequent liquidation. Whether and to what extent we would be subject to the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. However, to mitigate this uncertainty, funds held in the trust account will not be used to pay for excise tax liabilities with respect to redemptions of Class A common stock in connection with an extension of the Combination Window, a Business Combination or our liquidation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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 registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 as of 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. Cash and Marketable Securities Held in the Trust Account As of September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in cash and U.S. Treasury Bills, respectively. During the nine months ended September 30, 2023, the Company withdrew an amount of $288,278,389 to pay franchise and income tax obligations, working capital purposes and redemptions. During the year ended December 31, 2022, the Company withdrew from the Trust Account $257,000 to pay franchise and income taxes and $1,000,000 for working capital purposes paid from the Trust Account. As of September 30, 2023, all trust account funds were held as cash in a demand deposit account that accrues interest monthly. As of December 31, 2022, all of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On May 11, 2023, the stockholders of the Company approved the Charter Amendment. The Charter Amendment was filed with the Secretary of State of the State of Delaware and 27,690,293 shares of Class A Common Stock were redeemed, resulting in the payment of $281,934,276 from the Trust Account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in As of September 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 552,000,000 Less: Proceeds allocated to Public Warrants (10,819,200 ) Class A common stock issuance costs (29,285,108 ) Plus: Remeasurement of carrying value to redemption value 40,104,308 Class A common stock subject to possible redemption as of December 31, 2021 552,000,000 Plus: Remeasurement of carrying value to redemption value 5,099,834 Class A common stock subject to possible redemption as of December 31, 2022 557,099,834 Less: Redemptions (281,934,276 ) Plus: Remeasurement of carrying value to redemption value 10,833,245 Class A common stock subject to possible redemption as of September 30, 2023 $ 285,998,803 Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and the Private placement Warrants (collectively, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-7D re-measurement Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 48.35% and 1.35% for the three months ended September 30, 2023 and 2022, respectively, and 44.61% and 0.59% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to changes in fair value of warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs amounted to $29,883,354, of which $29,285,108 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $598,246 were expensed to the condensed statements of operations. Net Income per Share of Common Stock Net income per share of common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income per share of common stock as the redemption value approximates fair value. The calculation of diluted net income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 25,080,000 shares of common stock in the calculation of diluted net income per share of common stock, since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 1,295,240 $ 649,746 $ 5,393,689 $ 1,348,422 $ 3,997,622 $ 1,333,996 $ 19,169,153 $ 4,792,288 Denominator: Basic and diluted weighted 27,509,707 13,800,000 55,200,000 13,800,000 41,354,854 13,800,000 55,200,000 13,800,000 Basic and diluted net income per share of common stock $ 0.05 $ 0.05 $ 0.10 $ 0.10 $ 0.10 $ 0.10 $ 0.35 $ 0.35 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, exceeds the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Company’s derivative instruments (see Note 9). Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2023 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 55,200,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of their option to purchase an additional 7,200,000 Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2023 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased in a private placement an aggregate of 14,040,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $14,040,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants (see Note 8). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2020, the Sponsor purchased 11,500,000 shares of the Company’s Class B common stock for an aggregate price of $25,000 (the “Founder Shares” or, individually, a “Founder Share”). On February 11, 2021, the Company effected a stock dividend of one-fifth per-share The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one (1) year after the completion of a Business Combination and (B) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one-hundred lock-up. Administrative Services Agreement The Company entered into an agreement, commencing on February 11, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company pays an affiliate of the Sponsor a total of $30,000 per month for office space and administrative and support services. For the three and nine months ended September 30, 2023, the Company incurred and paid $90,000 and $270,000 of such fees, respectively. For the three and nine months ended September 30, 2022, the Company incurred and paid $90,000 and $270,000 of such fees, respectively. Advisory Fee The Company may engage M. Klein and Company, LLC, an affiliate of the Sponsor, or another affiliate of the Sponsor, as its lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. There were no fees incurred for the three and nine months ended September 30, 2023 and 2022. Promissory Note — Related Party On December 22, 2020, the Sponsor agreed to loan the Company an aggregate of up to $600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or 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 out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. No Working Capital Loans were outstanding as of September 30, 2023 and December 31, 2022. Extension Promissory Note - Related Party On May 16, 2023, the Sponsor agreed to make monthly deposits directly to the Trust Account of the Company in the amount of $500,000 following the approval and implementation of the Extension Amendment Proposal. Such contributions are made pursuant to the Extension Promissory Note issued by the Company to the Sponsor. The Extension Promissory Note provides up to $4,500,000. Contributions are paid monthly beginning on May 17, 2023 until the earliest to occur of (i) the consummation of the Business Combination, (ii) February 15, 2024 and (iii) if a Business Combination is not consummated, the date of liquidation of the Trust Account, as determined in the sole discretion of our board of directors. The Extension Promissory Note will mature on the earlier of (1) the date we consummate a Business Combination and (2) the date that the winding up of the Company is effective. As of September 30, 2023, the Extension Promissory Note had a balance of $2,500,000 with $2,000,000 available for withdrawal. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 11, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders of these securities have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriters a forty-five (45)-day Excise Tax In connection with the vote to approve the Charter Amendment, holders of 27,690,293 shares of Class A Common Stock properly exercised their right to redeem their shares of Class A Common Stock for an aggregate redemption amount of $281,934,276. As such, the Company has recorded a 1% excise tax liability in the amount of $2,819,343 on the condensed balance sheets as of September 30, 2023.The liability does not impact the condensed statements of operations and is offset against additional paid-in paid-in Due Diligence and Legal Fees As of September 30, 2023, the Company, contingent upon the consummation of an initial Business Combination, will be required to pay due diligence and legal fees in the amount of $5,225,000. These contingent fees are not reflected in the Company’s financial statements. Legal Fees As of September 30, 2023, the Company, upon the consummation of an initial Business Combination will be required to pay legal fees in the amount of $295,000. For the three and nine months ended September 30, 2023, the Company recorded $15,000 and $190,000 of such fees, respectively. For the three and nine months ended September 30, 2022, the Company recorded $13,000 and $55,000 of such fees, respectively. These fees are reflected on the Company’s condensed balance sheets in deferred legal fees and condensed statements of operations in operating costs. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the completion of a Business Combination on a one-for-one as-converted |
WARRANT LIABILITIES
WARRANT LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANT LIABILITIES | NOTE 8. WARRANT LIABILITIES As of September 30, 2023 and December 31, 2022, there were 11,040,000 Public Warrants outstanding. The Public Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Public Warrants will become exercisable on the later of (a) thirty (30) days after the completion of a Business Combination or (b) twelve (12) months from the closing of the Initial Public Offering. The Public Warrants will expire five (5) years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Warrant and will have no obligation to settle such exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its reasonable best efforts to qualify the shares of Class A common stock under applicable blue sky laws to the extent an exemption is not available. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than thirty (30) days’ prior written notice of redemption; • if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any twenty (20) trading days within a thirty (30)-trading day period ending on the third business day prior to the notice of redemption to the Public Warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Warrants. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Window and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. As of September 30, 2023 and December 31, 2022, there were 14,040,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until thirty (30) days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, Level December 31, Assets: Marketable securities held in Trust Account 1 — 1 $ 558,882,227 Liabilities: Warrant liability – Public Warrants 1 1,766,400 1 662,400 Warrant liability – Private Placement Warrants 2 2,246,400 2 842,400 The Warrants were accounted for as liabilities in accordance with ASC 815-40 The Public and Private Placement Warrants were valued as of February 17, 2021 using a Monte Carlo simulation model and a Modified Black Scholes model, respectively, which are considered to be Level 3 fair value measurements. The Monte Carlo simulation and the Modified Black-Scholes models’ primary unobservable input utilized in determining the fair value of the Public and Private Placement Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 80%, which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CCVI.WS. For subsequent measurements of the Private Placement Warrants after detachment, a Modified Black Scholes Option Pricing model was used. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility was implied from the Company’s own Public Warrant pricing. Other key assumptions used in connection with the Modified Black Scholes model were expected life, risk free rate, and dividend yield, which were based on market conditions, management assumptions, and terms of the warrant agreement. At issuance, the estimated fair value of the Private Placement Warrants and the estimated fair value of the Public Warrants was determined by a Monte Carlo simulation. As of September 30, 2022, the Private Placement Warrants were transferred to a Level 2 fair value measurement, as the Private Placement Warrants are being valued using the associated observable market of the Public Warrants. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Private Placement Warrants transferred from a Level 3 to a Level 2 fair value measurement during the year ended December 31, 2022 was $1,965,600. There were no transfers during the three and nine months ended September 30, 2023. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company’s management has 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, the Company did not identify, other than the below, any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On October 17, 2023, the Company borrowed $500,000 in connection with the Extension Promissory Note entered into on May 16, 2023 and deposited $500,000 into the Trust Account in connection with the extension amendment entered into on May 16, 2023. As of this filing the Extension Promissory Note had a balance of $3,000,000 with $1,500,000 available for withdrawal. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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 registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
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 as of 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. |
Cash and Marketable Securities Held in the Trust Account | Cash and Marketable Securities Held in the Trust Account As of September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in cash and U.S. Treasury Bills, respectively. During the nine months ended September 30, 2023, the Company withdrew an amount of $288,278,389 to pay franchise and income tax obligations, working capital purposes and redemptions. During the year ended December 31, 2022, the Company withdrew from the Trust Account $257,000 to pay franchise and income taxes and $1,000,000 for working capital purposes paid from the Trust Account. As of September 30, 2023, all trust account funds were held as cash in a demand deposit account that accrues interest monthly. As of December 31, 2022, all of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are shown in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. On May 11, 2023, the stockholders of the Company approved the Charter Amendment. The Charter Amendment was filed with the Secretary of State of the State of Delaware and 27,690,293 shares of Class A Common Stock were redeemed, resulting in the payment of $281,934,276 from the Trust Account. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in As of September 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 552,000,000 Less: Proceeds allocated to Public Warrants (10,819,200 ) Class A common stock issuance costs (29,285,108 ) Plus: Remeasurement of carrying value to redemption value 40,104,308 Class A common stock subject to possible redemption as of December 31, 2021 552,000,000 Plus: Remeasurement of carrying value to redemption value 5,099,834 Class A common stock subject to possible redemption as of December 31, 2022 557,099,834 Less: Redemptions (281,934,276 ) Plus: Remeasurement of carrying value to redemption value 10,833,245 Class A common stock subject to possible redemption as of September 30, 2023 $ 285,998,803 |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and the Private placement Warrants (collectively, the “Warrants”) in accordance with the guidance contained in ASC 815-40-15-7D re-measurement |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 48.35% and 1.35% for the three months ended September 30, 2023 and 2022, respectively, and 44.61% and 0.59% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to changes in fair value of warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs amounted to $29,883,354, of which $29,285,108 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $598,246 were expensed to the condensed statements of operations. |
Net Income per Share of Common Stock | Net Income per Share of Common Stock Net income per share of common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income per share of common stock as the redemption value approximates fair value. The calculation of diluted net income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 25,080,000 shares of common stock in the calculation of diluted net income per share of common stock, since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income per share of common stock is the same as basic net income per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 1,295,240 $ 649,746 $ 5,393,689 $ 1,348,422 $ 3,997,622 $ 1,333,996 $ 19,169,153 $ 4,792,288 Denominator: Basic and diluted weighted 27,509,707 13,800,000 55,200,000 13,800,000 41,354,854 13,800,000 55,200,000 13,800,000 Basic and diluted net income per share of common stock $ 0.05 $ 0.05 $ 0.10 $ 0.10 $ 0.10 $ 0.10 $ 0.35 $ 0.35 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, exceeds the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account. |
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 ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for the Company’s derivative instruments (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of reconciliation of common stock subject to possible redemption | As of September 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 552,000,000 Less: Proceeds allocated to Public Warrants (10,819,200 ) Class A common stock issuance costs (29,285,108 ) Plus: Remeasurement of carrying value to redemption value 40,104,308 Class A common stock subject to possible redemption as of December 31, 2021 552,000,000 Plus: Remeasurement of carrying value to redemption value 5,099,834 Class A common stock subject to possible redemption as of December 31, 2022 557,099,834 Less: Redemptions (281,934,276 ) Plus: Remeasurement of carrying value to redemption value 10,833,245 Class A common stock subject to possible redemption as of September 30, 2023 $ 285,998,803 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 1,295,240 $ 649,746 $ 5,393,689 $ 1,348,422 $ 3,997,622 $ 1,333,996 $ 19,169,153 $ 4,792,288 Denominator: Basic and diluted weighted 27,509,707 13,800,000 55,200,000 13,800,000 41,354,854 13,800,000 55,200,000 13,800,000 Basic and diluted net income per share of common stock $ 0.05 $ 0.05 $ 0.10 $ 0.10 $ 0.10 $ 0.10 $ 0.35 $ 0.35 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of company's assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, Level December 31, Assets: Marketable securities held in Trust Account 1 — 1 $ 558,882,227 Liabilities: Warrant liability – Public Warrants 1 1,766,400 1 662,400 Warrant liability – Private Placement Warrants 2 2,246,400 2 842,400 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 9 Months Ended | 12 Months Ended | ||||
Aug. 16, 2022 | Feb. 17, 2021 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | May 16, 2023 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Transaction Costs | $ 29,883,354 | |||||
Net underwriting fees | 10,048,000 | |||||
Deferred underwriting fee payable | 19,320,000 | $ 19,320,000 | $ 19,320,000 | |||
Other offering costs | $ 515,354 | |||||
Cash held outside the trust account | 1,427,956 | 1,413,885 | ||||
Payments for investment of cash in trust account | $ 2,500,000 | $ 0 | ||||
Condition for future business combination use of proceeds percentage | 80 | |||||
Condition For Future Business Combination Threshold Percentage Ownership | 50 | |||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | |||||
Redemption limit percentage without prior consent | 15 | |||||
Maximum allowed dissolution expenses | $ 100,000 | |||||
Exercise price of warrant | $ / shares | $ 1 | |||||
Maximum threshold amount withdrawals available from trust account to fund working capital and tax liabilities | $ 1,000,000 | |||||
Cash withdrawn from trust account to pay franchise and income taxes | 5,344,113 | $ 129,979 | ||||
Extension promissory note - related party | 2,500,000 | |||||
Assets Held In Trust [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Cash withdrawn from trust account to pay franchise and income taxes | 5,344,113 | |||||
Amount withdrawn from trust account | 1,000,000 | $ 1,000,000 | ||||
Cash withdrawn from trust account for redemptions | 281,934,276 | |||||
Sponsor | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Assets Held-in-trust | $ 500,000 | |||||
Extension Promissory Note [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Notes payable | $ 4,500,000 | |||||
Extension promissory note - related party | 2,500,000 | |||||
Proceeds from notes payable | 2,000,000 | |||||
The Inflation Reduction Act of 2022 [Member] | On Or After January One, Two Thousand And Twenty Three [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Applicable excise tax rate percentage | 1% | |||||
Percentage of the fair market value of the shares repurchased at the time of the repurchase representing the excise tax amount | 1% | |||||
Warrant [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Long-term Debt, Gross | $ 1,500,000 | |||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of 55,200,000 Units, net of underwriting discount and offering expenses (in shares) | shares | 55,200,000 | 7,200,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | |||||
Proceeds from issuance initial public offering | $ 552,000,000 | |||||
Deferred underwriting fee payable | $ 19,320,000 | |||||
Cash held outside the trust account | 1,000,000 | |||||
Payments for investment of cash in trust account | $ 552,000,000 | |||||
Private Placement [Member] | Private Placement Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of Private Placement Warrants (in shares) | shares | 14,040,000 | |||||
Price of warrant | $ / shares | $ 1 | |||||
Proceeds from sale of Private Placements Warrants | $ 14,040,000 | |||||
Exercise price of warrant | $ / shares | $ 11.5 | |||||
Over-Allotment Option [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sale of 55,200,000 Units, net of underwriting discount and offering expenses (in shares) | shares | 7,200,000 | 7,200,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | |||||
Common Class A [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Cash withdrawn from trust account for redemptions | $ 281,934,276 | |||||
Stock redeemed or called during period, shares | shares | 27,690,293 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Offering costs | $ 29,883,354 | ||||
Offering costs charged to shareholders' equity | 29,285,108 | ||||
Offering cost allocable to Warrant Liabilities | $ 598,246 | ||||
Anti-dilutive securities attributable to warrants (in shares) | 25,080,000 | ||||
Federal Depository Insurance Corporation coverage limit | $ 250,000 | $ 250,000 | |||
Effective tax rate | 48.35% | 1.35% | 44.61% | 0.59% | |
Statutory tax rate | 21% | 21% | 21% | 21% | |
Common Class A [Member] | |||||
Cash withdrawn from trust account for redemptions | $ 281,934,276 | ||||
Stock redeemed or called during period, shares | 27,690,293 | ||||
Assets Held In Trust [Member] | |||||
Amount withdrawn from trust account | $ 1,000,000 | $ 1,000,000 | |||
Amount of funds withdrawn from trust account for franchise taxes | 288,278,389 | $ 257,000 | |||
Cash withdrawn from trust account for redemptions | $ 281,934,276 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of common stock subject to possible redemption (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||||||
Gross proceeds | $ 552,000,000 | |||||||
Proceeds allocated to Public Warrants | (10,819,200) | |||||||
Class A common stock issuance costs | (29,285,108) | |||||||
Redemptions | $ (281,934,276) | $ 0 | ||||||
Accretion of carrying value to redemption value | $ 3,305,180 | $ 4,661,006 | $ 2,867,059 | $ 1,555,451 | 10,833,245 | $ 5,099,834 | 40,104,308 | |
Class A common stock subject to possible redemption | $ 285,998,803 | $ 285,998,803 | $ 557,099,834 | $ 552,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income (loss) per common share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Common Class A [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 1,295,240 | $ 5,393,689 | $ 3,997,622 | $ 19,169,153 |
Denominator: | ||||
Basic weighted average shares outstanding | 27,509,707 | 55,200,000 | 41,354,854 | 55,200,000 |
Diluted weighted average shares outstanding | 27,509,707 | 55,200,000 | 41,354,854 | 55,200,000 |
Basic net income (loss) per common share | $ 0.05 | $ 0.1 | $ 0.1 | $ 0.35 |
Diluted net income (loss) per common share | $ 0.05 | $ 0.1 | $ 0.1 | $ 0.35 |
Common Class B [Member] | ||||
Numerator: | ||||
Allocation of net income | $ 649,746 | $ 1,348,422 | $ 1,333,996 | $ 4,792,288 |
Denominator: | ||||
Basic weighted average shares outstanding | 13,800,000 | 13,800,000 | 13,800,000 | 13,800,000 |
Diluted weighted average shares outstanding | 13,800,000 | 13,800,000 | 13,800,000 | 13,800,000 |
Basic net income (loss) per common share | $ 0.05 | $ 0.1 | $ 0.1 | $ 0.35 |
Diluted net income (loss) per common share | $ 0.05 | $ 0.1 | $ 0.1 | $ 0.35 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | 9 Months Ended | |
Feb. 17, 2021 | Sep. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||
Exercise price of warrants | $ 1 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 55,200,000 | 7,200,000 |
Shares Issued, Price Per Share | $ 10 | |
IPO [Member] | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 1 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.5 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units sold | 7,200,000 | 7,200,000 |
Shares Issued, Price Per Share | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |
Exercise price of warrant | $ 1 |
Private Placement [Member] | Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | shares | 14,040,000 |
Price of warrants | $ 1 |
Aggregate purchase price | $ | $ 14,040,000 |
Number of shares per warrant | shares | 1 |
Exercise price of warrant | $ 11.5 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Sponsor - Class B Common Stock | Feb. 11, 2021 Day $ / shares shares | Dec. 31, 2020 USD ($) shares | Sep. 30, 2023 shares |
Related Party Transaction [Line Items] | |||
Number of shares issued | 11,500,000 | ||
Aggregate purchase price | $ | $ 25,000 | ||
Aggregate number of shares owned | 13,800,000 | ||
Shares subject to forfeiture | 0 | ||
Restrictions on transfer period of time after business combination completion | 1 year | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 20 | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | Day | 30 | ||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Feb. 11, 2021 | Dec. 22, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | May 16, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Notes payable current | $ 2,500,000 | $ 2,500,000 | ||||||
Extension Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable | $ 4,500,000 | |||||||
Notes payable current | 2,500,000 | 2,500,000 | ||||||
Proceeds from notes payable | 2,000,000 | |||||||
Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Working capital loans outstanding | 0 | 0 | $ 0 | |||||
Assets Held-in-trust | $ 500,000 | |||||||
Promissory Note with Related Party | ||||||||
Related Party Transaction [Line Items] | ||||||||
Maximum borrowing capacity of related party promissory note | $ 600,000 | |||||||
Repayment of promissory note - related party | $ 175,000 | |||||||
Notes payable | 0 | 0 | $ 0 | |||||
Related Party Loans | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | ||||||
Related Party Loans | Working capital loans warrant | ||||||||
Related Party Transaction [Line Items] | ||||||||
Price of warrant | $ 1 | $ 1 | ||||||
Administrative Services Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses per month | $ 30,000 | |||||||
Expenses incurred and paid | $ 90,000 | $ 90,000 | $ 270,000 | $ 270,000 | ||||
Advisory Fee [Member] | Sponsor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses incurred and paid | $ 0 | $ 0 | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended | 9 Months Ended | ||||
Feb. 17, 2021 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Subsidiary or Equity Method Investee [Line Items] | ||||||
Maximum number of demands for registration of securities | 3 | |||||
Diligence Fees | $ 5,225,000 | |||||
Deferred fee per unit | $ / shares | $ 0.35 | $ 0.35 | ||||
Deferred underwriting fee payable | $ 19,320,000 | $ 19,320,000 | $ 19,320,000 | $ 19,320,000 | ||
Underwriter cash discount | 4,960,000 | |||||
Aggregate underwriter cash discount | 992,000 | |||||
Legal fees incurred | 15,000 | $ 13,000 | 190,000 | $ 55,000 | ||
Accrued Legal fees | $ 295,000 | $ 295,000 | ||||
Percentage of excise tax liability | 1% | 1% | ||||
Excise tax liability | $ 2,819,343 | $ 2,819,343 | ||||
Common Class A [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Stock redeemed or called during period, shares | shares | 27,690,293 | |||||
Stock redeemed or called during period, value | $ 281,934,276 | |||||
IPO [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Number of units sold | shares | 55,200,000 | 7,200,000 | ||||
Deferred underwriting fee payable | $ 19,320,000 | $ 19,320,000 | ||||
Over-Allotment Option [Member] | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Number of units sold | shares | 7,200,000 | 7,200,000 | ||||
Granted term | 45 days | |||||
Share Price | $ / shares | $ 10 | $ 10 |
STOCKHOLDERS' DEFICIT - Preferr
STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Stockholders' Equity Note [Abstract] | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' DEFICIT - Common
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details) | 9 Months Ended | |
Sep. 30, 2023 VOTE $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | VOTE | 1 | |
Common shares, shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock Subject to Redemption | ||
Class of Stock [Line Items] | ||
Common shares, shares issued (in shares) | 27,509,707 | 55,200,000 |
Common shares, shares outstanding (in shares) | 27,509,707 | 55,200,000 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | VOTE | 1 | |
Common shares, shares issued (in shares) | 13,800,000 | 13,800,000 |
Common shares, shares outstanding (in shares) | 13,800,000 | 13,800,000 |
Ratio to be applied to the stock in the conversion | 20 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) | 9 Months Ended | |
Sep. 30, 2023 Day $ / shares shares | Dec. 31, 2022 shares | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 14,040,000 | 14,040,000 |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Maximum period after business combination in which to file registration statement | 15 days | |
Threshold Period For Registration Statement To Be Effective After Which Warrants Can Be Exercised On Cashless Basis | 60 days | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | shares | 11,040,000 | 11,040,000 |
Warrant exercise period condition one | 30 days | |
Warrant exercise period condition two | 12 months | |
Public Warrants expiration term | 5 years | |
Warrant redemption condition minimum share price | $ / shares | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Threshold trading days for redemption of public warrants | Day | 20 | |
Threshold consecutive trading days for redemption of public warrants | Day | 30 | |
Redemption period | 30 days | |
Restrictions on transfer period of time after business combination completion | 30 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Marketable securities held in Trust Account | $ 286,880,881 | $ 558,882,227 |
Liabilities: | ||
Warrant liabilities | 4,012,800 | 1,504,800 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | 0 | 558,882,227 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants | ||
Liabilities: | ||
Warrant liabilities | 1,766,400 | 662,400 |
Level 2 | Fair Value, Recurring [Member] | Private Placement Warrants | ||
Liabilities: | ||
Warrant liabilities | $ 2,246,400 | $ 842,400 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Transfers between the levels | $ 0 | $ 0 | |
Level 3 | Probability of completing a Business Combination | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Liability, Measurement Input | 80 | 80 | |
Private Placement Warrants | Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Transfer to Level 2 | $ (1,965,600) |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) - Subsequent Event [Member] | Oct. 17, 2023 USD ($) |
Subsequent Event [Line Items] | |
Payments to Acquire Restricted Investments | $ 500,000 |
Extension Promissory Note [Member] | |
Subsequent Event [Line Items] | |
Debt Instrument, Face Amount | 500,000 |
Debt Instrument, Unused Borrowing Capacity, Amount | 1,500,000 |
Related Party [Member] | Extension Promissory Note [Member] | |
Subsequent Event [Line Items] | |
Notes Payable | $ 3,000,000 |