Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39972 | |
Entity Registrant Name | ARES ACQUISITION CORPORATION | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1538872 | |
Entity Address, Address Line One | 245 Park Avenue, 44th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10167 | |
City Area Code | 310 | |
Local Phone Number | 201-4100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001829432 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one fifth of one redeemable warrant | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one fifth of one redeemable warrant | |
Trading Symbol | AAC.U | |
Security Exchange Name | NYSE | |
Class A Ordinary Shares included as part of the units | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Trading Symbol | AAC | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding (in shares) | 45,604,260 | 45,604,260 |
Redeemable warrants, included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | AAC WS | |
Security Exchange Name | NYSE | |
Class B Ordinary Shares | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 25,000,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 39,832 | $ 37,982 |
Prepaid expenses | 78,670 | 57,577 |
Total current assets | 118,502 | 95,559 |
Investments held in Trust Account | 487,130,034 | 1,013,382,491 |
Total assets | 487,248,536 | 1,013,478,050 |
Current liabilities: | ||
Accrued expenses | 18,187,874 | 8,114,773 |
Due to related party | 1,029,410 | 60,921 |
Total current liabilities | 31,157,387 | 9,675,694 |
Warrant liabilities | 23,355,333 | 16,475,933 |
Deferred underwriting commissions | 28,000,000 | 35,000,000 |
Total liabilities | 82,512,720 | 61,151,627 |
Commitments and contingencies | ||
Shareholders’ deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Accumulated deficit | (82,296,718) | (60,958,568) |
Total shareholders’ deficit | (82,294,218) | (60,956,068) |
Total liabilities and shareholders’ deficit | 487,248,536 | 1,013,478,050 |
Promissory Note | ||
Current liabilities: | ||
Promissory note and working capital loan | 9,440,103 | 0 |
Working Capital Loan | ||
Current liabilities: | ||
Promissory note and working capital loan | 2,500,000 | 1,500,000 |
Class A Ordinary Shares Subject To Redemotion | ||
Current liabilities: | ||
Class A ordinary shares, $0.0001 par value; 45,604,260 and 100,000,000 shares subject to possible redemption at $10.68 and $10.13 per share at September 30, 2023 and December 31, 2022, respectively | 487,030,034 | 1,013,282,491 |
Class A Ordinary Shares included as part of the units | ||
Shareholders’ deficit | ||
Common stock | 0 | 0 |
Class B Ordinary Shares | ||
Shareholders’ deficit | ||
Common stock | $ 2,500 | $ 2,500 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party | Related Party |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Promissory Note | ||
Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party | Related Party |
Working Capital Loan | ||
Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party | Related Party |
Class A Ordinary Shares Subject To Redemotion | ||
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding (in shares) | 100,000,000 | 100,000,000 |
Temporary equity, redemption price (in dollars per share) | $ 10.68 | $ 10.13 |
Class A Ordinary Shares included as part of the units | ||
Temporary equity, shares outstanding (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued, excluding shares subject to possible redemption (in shares) | 0 | 0 |
Common stock, shares outstanding, excluding shares subject to possible redemption (in shares) | 0 | 0 |
Class B Ordinary Shares | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 25,000,000 | 25,000,000 |
Common stock, shares outstanding (in shares) | 25,000,000 | 25,000,000 |
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 | |
General and administrative expenses | $ 3,993,893 | $ 517,715 | $ 12,018,646 | $ 1,285,877 |
Loss from operations | (3,993,893) | (517,715) | (12,018,646) | (1,285,877) |
Investment income on investments held in Trust Account | 6,261,708 | 4,603,791 | 18,025,664 | 4,808,939 |
Gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities | 147,907 | 0 | 207,070 | 0 |
Change in fair value of warrant liabilities | 4,911,333 | 4,074,138 | (6,879,400) | 27,640,426 |
Total other income | 11,320,948 | 8,677,929 | 11,353,334 | 32,449,365 |
Net income (loss) | $ 7,327,055 | $ 8,160,214 | $ (665,312) | $ 31,163,488 |
Class A Ordinary Shares included as part of the units | ||||
Basic weighted average shares outstanding (in shares) | 46,179,556 | 100,000,000 | 55,458,323 | 100,000,000 |
Diluted weighted average shares outstanding (in shares) | 46,179,556 | 100,000,000 | 55,458,323 | 100,000,000 |
Basic net income per share (in dollars per share) | $ 0.10 | $ 0.07 | $ (0.01) | $ 0.25 |
Diluted net income per share (in dollars per share) | $ 0.10 | $ 0.07 | $ (0.01) | $ 0.25 |
Class B Ordinary Shares | ||||
Basic weighted average shares outstanding (in shares) | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 |
Diluted weighted average shares outstanding (in shares) | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 |
Basic net income per share (in dollars per share) | $ 0.10 | $ 0.07 | $ (0.01) | $ 0.25 |
Diluted net income per share (in dollars per share) | $ 0.10 | $ 0.07 | $ (0.01) | $ 0.25 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - USD ($) | Total | Additional Paid-in Capital | Accumulated Deficit | Class A Ordinary Shares Subject To Redemotion | Class B Ordinary Shares | Class B Ordinary Shares Common Stock |
Beginning Balance (in shares) at Dec. 31, 2021 | 25,000,000 | |||||
Beginning Balance at Dec. 31, 2021 | $ (68,657,167) | $ 0 | $ (68,659,667) | $ 2,500 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 17,063,156 | 17,063,156 | ||||
Ending Balance (in shares) at Mar. 31, 2022 | 25,000,000 | |||||
Ending Balance at Mar. 31, 2022 | (51,594,011) | 0 | (51,596,511) | $ 2,500 | ||
Beginning Balance (in shares) at Dec. 31, 2021 | 25,000,000 | |||||
Beginning Balance at Dec. 31, 2021 | (68,657,167) | 0 | (68,659,667) | $ 2,500 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 31,163,488 | |||||
Ending Balance (in shares) at Sep. 30, 2022 | 25,000,000 | |||||
Ending Balance at Sep. 30, 2022 | (42,487,397) | 0 | (42,489,897) | $ 2,500 | ||
Beginning Balance (in shares) at Mar. 31, 2022 | 25,000,000 | |||||
Beginning Balance at Mar. 31, 2022 | (51,594,011) | 0 | (51,596,511) | $ 2,500 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 5,940,118 | 5,940,118 | ||||
Ending Balance (in shares) at Jun. 30, 2022 | 25,000,000 | |||||
Ending Balance at Jun. 30, 2022 | (45,653,893) | 0 | (45,656,393) | $ 2,500 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Accretion of Class A ordinary shares to redemption amount | (4,993,718) | $ (4,993,718) | ||||
Net income (loss) | 8,160,214 | 8,160,214 | ||||
Ending Balance (in shares) at Sep. 30, 2022 | 25,000,000 | |||||
Ending Balance at Sep. 30, 2022 | (42,487,397) | 0 | (42,489,897) | $ 2,500 | ||
Beginning Balance (in shares) at Dec. 31, 2022 | 25,000,000 | 25,000,000 | ||||
Beginning Balance at Dec. 31, 2022 | (60,956,068) | 0 | (60,958,568) | $ 2,500 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sponsor deposits to Trust Account | (2,314,286) | (2,314,286) | ||||
Accretion of Class A ordinary shares to redemption amount | (8,189,193) | 0 | (8,189,193) | |||
Net income (loss) | (10,338,862) | (10,338,862) | ||||
Ending Balance (in shares) at Mar. 31, 2023 | 25,000,000 | |||||
Ending Balance at Mar. 31, 2023 | (81,798,409) | 0 | (81,800,909) | $ 2,500 | ||
Beginning Balance (in shares) at Dec. 31, 2022 | 25,000,000 | 25,000,000 | ||||
Beginning Balance at Dec. 31, 2022 | (60,956,068) | 0 | (60,958,568) | $ 2,500 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (665,312) | |||||
Ending Balance (in shares) at Sep. 30, 2023 | 25,000,000 | 25,000,000 | ||||
Ending Balance at Sep. 30, 2023 | (82,294,218) | 0 | (82,296,718) | $ 2,500 | ||
Beginning Balance (in shares) at Mar. 31, 2023 | 25,000,000 | |||||
Beginning Balance at Mar. 31, 2023 | (81,798,409) | 0 | (81,800,909) | $ 2,500 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sponsor deposits to Trust Account | (3,600,000) | (3,600,000) | ||||
Accretion of Class A ordinary shares to redemption amount | (1,633,927) | 0 | (1,633,927) | |||
Net income (loss) | 2,346,495 | 2,346,495 | ||||
Ending Balance (in shares) at Jun. 30, 2023 | 25,000,000 | |||||
Ending Balance at Jun. 30, 2023 | (84,685,841) | 0 | (84,688,341) | $ 2,500 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sponsor deposits to Trust Account | (3,525,817) | (3,525,817) | ||||
Accretion of Class A ordinary shares to redemption amount | (1,409,615) | $ (1,409,615) | ||||
Net income (loss) | 7,327,055 | 7,327,055 | ||||
Ending Balance (in shares) at Sep. 30, 2023 | 25,000,000 | 25,000,000 | ||||
Ending Balance at Sep. 30, 2023 | $ (82,294,218) | $ 0 | $ (82,296,718) | $ 2,500 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 7,327,055 | $ 8,160,214 | $ (665,312) | $ 31,163,488 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Investment income earned on investments held in Trust Account | (18,025,664) | (4,808,939) | ||
Gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities | (147,907) | 0 | (207,070) | 0 |
Change in fair value of warrant liabilities | (4,911,333) | (4,074,138) | 6,879,400 | (27,640,426) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (21,093) | 329,439 | ||
Accrued expenses | 10,073,100 | (1,169,529) | ||
Due to related party | 968,489 | 19,790 | ||
Net cash used in operating activities | (998,150) | (2,106,177) | ||
Cash flows from investing activities: | ||||
Cash withdrawn from the Trust Account | 553,718,225 | 0 | ||
Cash deposited into Trust Account | (9,440,103) | 0 | ||
Net cash provided by investing activities | 544,278,122 | 0 | ||
Cash flows from financing activities: | ||||
Proceeds received from promissory note | 9,440,103 | 0 | ||
Proceeds received from working capital loan | 1,000,000 | 1,500,000 | ||
Redemption of Class A ordinary shares | (553,718,225) | 0 | ||
Net cash (used in) provided by financing activities | (543,278,122) | 1,500,000 | ||
Net change in cash | 1,850 | (606,177) | ||
Cash – beginning of period | 37,982 | 749,510 | ||
Cash – end of period | $ 39,832 | $ 143,333 | $ 39,832 | $ 143,333 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Ares Acquisition Corporation (the “Company”) was incorporated in Cayman Islands on January 24, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular or geographic region for purposes of consummating a Business Combination. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from January 24, 2020 (inception) through September 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”) described below and since the closing of the Initial Public Offering, the search for a prospective initial 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 income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on February 1, 2021. On February 4, 2021, the Company consummated its Initial Public Offering of 100,000,000 (the “Units” and, with respect to the shares Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, including 13,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $1.0 billion, and incurring offering costs of approximately $55.9 million, of which $35.0 million was for deferred underwriting commissions (see Note 5). During the nine months ended September 30, 2023, two of the underwriters waived their entitlement to a total of $7.0 million of deferred underwriting commissions with respect to the Terminated Business Combination (as defined herein) (See Note 5). Each Unit consists of one Class A ordinary share and one-fifth of one redeemable warrant (“Public Warrant”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 15,333,333 warrants (the “Private Placement Warrants”), including 1,733,333 additional Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $23.0 million, in a private placement (the “Private Placement”) to Ares Acquisition Holdings L.P., a Cayman Islands limited partnership (the “Sponsor”) (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $1.0 billion ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) located in the United States 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 selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the consummation of a Business Combination and (ii) the distribution of the Trust Account, as described below. 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. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Class A ordinary shares upon the consummation of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to convert their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to the Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (see Note 5). The Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity”. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (as amended from time to time, the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder 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. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed to vote their Class B ordinary shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct conversion pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 converting 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 initial shareholders have agreed (i) to waive their redemption rights with respect to their Class B ordinary shares and Public Shares held by them in connection with the completion of a Business Combination and (ii) not to propose an amendment to (a) modify the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete a Business Combination by the Combination Period (as defined below) or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. On December 5, 2022, the Company entered into a business combination agreement with X-Energy Reactor Company, LLC, a Delaware limited liability company (“X-energy”), which was subsequently amended on June 11, 2023 and September 12, 2023 (see “Terminated Business Combination” below). On January 26, 2023, the Sponsor agreed to make monthly deposits directly to the Trust Account of $0.03 for each outstanding Class A ordinary share, up to a maximum of $1.2 million per month (each deposit, a “Contribution”) following the approval and implementation of the First Extension (as defined below). Such Contributions have been made pursuant to a non-interest bearing, unsecured promissory note (the “Promissory Note”) issued by the Company to the Sponsor. Such Contributions, which have been paid monthly (or a pro rata portion thereof if less than a full month), began on February 3, 2023, and thereafter on the first day of each month (or if such first day is not a business day, on the business day immediately preceding such first day) until the earlier of (i) the consummation of a Business Combination, and (ii) August 4, 2023 (or any earlier date of termination, dissolution or winding up of the Company in accordance with its Amended and Restated Memorandum and Articles of Association or as otherwise determined in the sole discretion of our board of directors) (the earlier of (i) and (ii), the “Maturity Date”) (see Note 4). On February 2, 2023, the Company held a special meeting of shareholders and approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial Business Combination from February 4, 2023 to August 4, 2023, or such earlier date as the board of directors of the Company may approve in accordance with the Amended and Restated Memorandum and Articles of Association (the “First Extension”). In connection with the approval of the First Extension, shareholders elected to redeem an aggregate of 53,002,919 Class A ordinary shares, of which the Company paid cash from the Trust Account in the aggregate amount of approximately $539.0 million (approximately $10.17 per share) to redeeming shareholders. On July 24, 2023, the Company amended and restated the Promissory Note (the “Amended and Restated Promissory Note”) to increase the aggregate principal amount thereunder to up to $10.8 million, representing additional monthly deposits directly to the Trust Account of $0.0255 for each outstanding Class A ordinary share (each deposit, an “Additional Contribution”), following the approval and implementation of the Second Extension (as defined below). The Additional Contributions, which will be paid monthly (or a pro rata portion thereof if less than a full month), commencing August 2, 2023, and thereafter on the first day of each month (or if such first day is not a business day, on the business day immediately preceding such first day) until the earlier of (i) the consummation of a Business Combination, and (ii) November 6, 2023 (or any earlier date of termination, dissolution or winding up of the Company in accordance with the Amended and Restated Memorandum and Articles of Association or as otherwise determined in the sole discretion of the Company’s board of directors) (the earlier of (i) and (ii), the “A&R Note Maturity Date”). On August 1, 2023, the Company held a special meeting of shareholders and approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial Business Combination from August 4, 2023 to November 6, 2023, or such earlier date as the board of directors of the Company may approve in accordance with the Amended and Restated Memorandum and Articles of Association (the “Second Extension”). In connection with the approval of the Second Extension, shareholders elected to redeem an aggregate of 1,392,821 Class A ordinary shares, of which the Company paid cash from the Trust Account in the aggregate amount of approximately $14.7 million (approximately $10.58 per share) to redeeming shareholders. The Company has until November 6, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less $100,000 of interest to pay dissolution expenses), which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. On October 31, 2023, the Company determined that it would not be able to consummate a Business Combination within the time period required by the Amended and Restated Memorandum and Articles of Association. As such, the Company intends to dissolve and liquidate in accordance with the Amended and Restated Memorandum and Articles of Association and determined to redeem all outstanding Class A ordinary shares on or about November 7, 2023 (see “Liquidation, Dissolution and Winding up of the Company and Redemption of Class A Ordinary Shares” below). The initial shareholders have agreed to waive their liquidation rights with respect to the Class B ordinary shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire 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 Period. The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). 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 for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as 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 Trust Account due to claims of creditors by endeavoring to have all material vendors, service providers (except the Company’s independent registered public accounting firm), 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. Terminated Business Combination On December 5, 2022, the Company entered into a business combination agreement, as amended by the first amendment to the business combination agreement, dated as of June 11, 2023 and the second amendment to the business combination agreement, dated as of September 12, 2023 (collectively, the “Business Combination Agreement”), among the Company, X-energy and, solely for purposes of Section 1.01(f), Section 6.25 and Article IX of the Business Combination Agreement, each of The Kamal S. Ghaffarian Revocable Trust, IBX Company Opportunity Fund 1, LP, a Delaware limited partnership, IBX Company Opportunity Fund 2, LP, a Delaware limited partnership, IBX Opportunity GP, Inc., a Delaware corporation, GM Enterprises LLC, a Delaware limited liability company, and X-Energy Management, LLC, a Delaware limited liability company. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Terminated Business Combination.” The Business Combination Agreement and the Terminated Business Combination were approved by the boards of directors of each of the Company (including, in the case of the Company, the special committee of the board of directors, which consists of its independent directors) and X-energy. For further details on the Terminated Business Combination, refer to the registration statement on Form S-4 filed by the Company with the SEC on January 25, 2023 (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 thereto, filed on March 24, 2023, June 12, 2023, July 3, 2023, July 25, 2023, September 22, 2023 and October 10, 2023, respectively, the “Registration Statement”), which was declared effective by the SEC and mailed to shareholders on October 13, 2023. On October 31, 2023, the Company and X-energy entered into a termination agreement (the “Termination Agreement”), effective as of such date, pursuant to which the parties agreed to mutually terminate the Business Combination Agreement. The parties determined to terminate the Business Combination Agreement and elect to not consummate the terminated Business Combination due to a number of factors, including: (i) the challenging market conditions; (ii) peer-company trading performance; and (iii) a balancing of the benefits and drawbacks of becoming a publicly traded company under current circumstances. Pursuant to the Termination Agreement, X-energy assumed from the Company and agreed to pay, perform and discharge, the liabilities of the Company with respect to the payment in cash of certain fees, costs and expenses of the Company and its affiliates. Additionally, each of the Company and X-energy have also agreed on behalf of themselves and their respective related parties, to a release of claims relating to the Business Combination Agreement, the transactions contemplated under the Business Combination Agreement and the termination of the Business Combination Agreement. Upon the termination of the Business Combination Agreement, each of the (i) Sponsor Support Agreement (as defined in the Business Combination Agreement), (ii) Member Support Agreement (as defined in the Business Combination Agreement), (iii) the Preferred Stock Subscription Agreement (see Note 4) and (iv) the Letter Agreement (see Note 4), were automatically terminated in accordance with their respective terms. On October 31, 2023, the Company convened an extraordinary general meeting of the shareholders (the “Business Combination Meeting”) and the only proposal submitted for a vote of the shareholders at the Business Combination Meeting was a proposal to approve, by ordinary resolution, the adjournment of the Business Combination Meeting sine die, without setting a new time and date for the Business Combination Meeting, as proposed by the Chairperson of the Business Combination Meeting pursuant to, and in accordance with, Article 22.7 of the Amended and Restated Memorandum and Articles of Association (the “Business Combination Adjournment Proposal”). As a result of the termination of the Business Combination Agreement, none of the proposed resolutions to approve the Business Combination Agreement and the related matters concerning the Business Combination were put forward at the Business Combination Meeting. The Business Combination Adjournment Proposal was approved, and the Business Combination Meeting was adjourned indefinitely. Liquidation, Dissolution and Winding up of the Company and Redemption of Class A Ordinary Shares Management has determined that the Company will not be able to consummate an initial Business Combination by November 6, 2023, and pursuant to the Amended and Restated Memorandum and Articles of Association, the Company’s board of directors has determined to (i) cease all operations except for the purpose of winding up; (ii) redeem all outstanding Class A ordinary shares on or about November 7, 2023, at a per-share price of approximately $10.79 per share (the “Per-Share Redemption Amount”), payable in cash, based on the amount in the Trust Account as of October 27, 2023, while retaining $100,000 of the interest earned on the Trust Account to pay dissolution expenses; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the holders of the Company’s Class B ordinary shares and the board of directors, liquidate and dissolve. Following the redemption, the shares of the Class A ordinary shares will no longer be outstanding and the warrants will expire in accordance with their terms upon our liquidation. The last day of trading of the Public Shares on The New York Stock Exchange (the “NYSE”) was November 6, 2023. We expect that the NYSE will thereafter file with the SEC a Form 25 Notification of Removal from Listing and/or Registration (“Form 25”) to delist and deregister the Public Shares under Section 12(b) of the Exchange Act. As a result, the Public Shares will no longer be listed on the NYSE. The Company thereafter intends to file a Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Public Shares. On November 7, 2023, the NYSE filed a Form 25 to delist and deregister the Public Shares under Section 12(b) of the Exchange Act. This Quarterly Report has been filed after the date of such delisting and deregistration pursuant to the Company’s Exchange Act reporting requirements. After the date of this Quarterly Report, the Company shall cease all operations except for the purpose of winding up and as promptly as reasonably possible, liquidate and dissolve. Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022, filed by the Company with the SEC on February 28, 2023, as amended by the Annual Report on Form 10-K/A for the year ended December 31, 2022, filed by the Company with the SEC on March 10, 2023. Going Concern Considerations, Liquidity and Capital Resources As of September 30, 2023, the Company had investments held in the Trust Account of approximately $487.1 million consisting of cash and a money market fund that invests solely in U.S. government securities. Interest income on the balance in the Trust Account may be used by the Company to pay taxes and to pay up to $100,000 of any dissolution expenses. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from the Sponsor to cover for certain expenses in exchange for the issuance of the Class B ordinary shares, a loan of $278,085 from the Sponsor, and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the loan from the Sponsor in full on February 4, 2021, and borrowings under such loan are no longer available. The Company is also party to a working capital loan agreement with the Sponsor, pursuant to which the Company may borrow up to $2.5 million for ongoing business expenses and the Business Combination. As of September 30, 2023, there was $2.5 million outstanding under the Working Capital Loan (see Note 4). As of September 30, 2023, the Company had a working capital deficit of approximately $31.0 million, current liabilities of $31.2 million and approximately $40,000 in its operating bank account. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these unaudited condensed financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the extended mandatory liquidation, as approved on February 2, 2023 and August 1, 2023, and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern through November 6, 2023, the extended mandatory liquidation date of the Company, if it is unsuccessful in consummating an initial Business Combination prior to such date. The Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until a potential business combination or up to the extended mandatory liquidation. An initial Business Combination was not consummated by November 6, 2023 so there will be a mandatory liquidation and subsequent dissolution of the Company. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 6, 2023. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of these unaudited 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, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited 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. As of September 30, 2023 and December 31, 2022, the Company had no cash equivalents held outside the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in investment income on investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. At September 30, 2023 and December 31, 2022, the carrying values of cash, accrued expenses, due to related party and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The fair value for trading securities is determined using quoted market prices in active markets. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature 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) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, 45,604,260 and 100,000,000 Class A ordinary shares, respectively, subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the accompanying unaudited condensed balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption as of December 31, 2021 $ 1,000,000,000 Plus: Accretion of carrying value to redemption value 13,282,491 Class A ordinary shares subject to possible redemption as of December 31, 2022 1,013,282,491 Less: Redemptions of Class A ordinary shares (553,718,225) Plus: Sponsor deposits to Trust Account 9,440,103 Waiver of Class A ordinary shares issuance cost 6,792,930 Accretion of carrying value to redemption value 11,232,735 Class A ordinary shares subject to possible redemption as of September 30, 2023 $ 487,030,034 Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company has determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants because the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Class A ordinary shares Numerator: Net income (loss) attributable to Class A ordinary shares $ 4,753,614 $ 6,528,171 $ (458,586) $ 24,930,790 Denominator: Basic and diluted weighted average shares outstanding, Class A ordinary shares 46,179,556 100,000,000 55,458,323 100,000,000 Basic and diluted net income (loss) per share, Class A ordinary shares $ 0.10 $ 0.07 $ (0.01) $ 0.25 Class B ordinary shares Numerator: Net income (loss) attributable to Class B ordinary shares $ 2,573,441 $ 1,632,043 $ (206,726) $ 6,232,698 Denominator: Basic and diluted weighted average shares outstanding, Class B ordinary shares 25,000,000 25,000,000 25,000,000 25,000,000 Basic and diluted net income (loss) per share, Class B ordinary shares $ 0.10 $ 0.07 $ (0.01) $ 0.25 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 20,000,000 Public Warrants and 15,333,333 Private Placement Warrants as warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed statements of operations. The Public Warrants issued in connection with the Initial Public Offering were initially measured at fair value using a modified Black-Scholes model and subsequently measured based on the listed market price of such warrants, whereas the fair value of the Private Placement Warrants was initially measured using a Black-Scholes option pricing model, and subsequently, as of December 31, 2022, measured using an observable market quote for a similar asset in an active market. Recent Accounting Pronouncements |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
INITIAL PUBLIC OFFERING | INITIAL PUBLIC OFFERINGOn February 4, 2021, the Company consummated its Initial Public Offering of its 100,000,000 Units, including 13,000,000 Over-Allotment Units at $10.00 per Unit, generating gross proceeds of $1.0 billion, and incurring offering costs of approximately $55.9 million, of which $35.0 million was for deferred underwriting commissions (see Note 5). During the nine months ended September 30, 2023, two of the underwriters waived their entitlement to a total of $7.0 million of deferred underwriting commissions with respect to the Terminated Business Combination (See Note 5). Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the board of directors of the Company. At September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2023 and December 31, 2022, there were no shares issued and outstanding, excluding 45,604,260 and 100,000,000 shares, respectively, that are subject to possible redemption and are presented as temporary equity, outside of the shareholders’ deficit section of the unaudited condensed balance sheets. Class B Ordinary Shares — The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each ordinary share. On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. At September 30, 2023 and December 31, 2022, there were 25,000,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective within 60 days after such closing, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares 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 Public 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 be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders. In addition, if (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. 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 ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 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 so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Class B Ordinary Shares On June 5, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration of the Company’s Class B ordinary shares. On January 13, 2021, the Sponsor transferred 50,000 Class B ordinary shares to each of the Company’s independent directors. These 150,000 Class B ordinary shares were not subject to forfeiture in the event the underwriters’ over-allotment was not exercised. The Sponsor had agreed to forfeit up to 3,262,500 Class B ordinary shares to the extent that the underwriters’ over-allotment option was not exercised in full so that the Class B ordinary shares would represent, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. Through February 4, 2021, the Company effectuated share recapitalizations resulting in the Sponsor (and its permitted transferees) holding an aggregate of 25,012,500 Class B ordinary shares. On February 4, 2021, the underwriters partially exercised their over-allotment option; thus, 12,500 shares of Class B ordinary shares were forfeited. The Class B ordinary shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 6. The initial shareholders agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) subsequent to the consummation of a Business Combination, (a) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (b) subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note On January 26, 2023, the Sponsor agreed to make monthly Contributions directly to the Trust Account following the approval and implementation of the First Extension by the Company’s shareholders on February 2, 2023. Such Contributions are made pursuant to the Promissory Note issued by the Company to the Sponsor. Such Contributions, which are paid monthly (or a pro rata portion thereof if less than a full month), began on February 3, 2023, and thereafter on the first day of each month (or if such first day is not a business day, on the business day immediately preceding such first day) until the Maturity Date. As of September 30, 2023, the Company has borrowed $9,440,103 under the Promissory Note. On July 24, 2023, the Company amended and restated the Promissory Note, pursuant to which the Sponsor agreed to make Additional Contributions, following the approval and implementation of the Second Extension. The Additional Contributions, which will be paid monthly (or a pro rata portion thereof if less than a full month), commencing August 2, 2023, and thereafter on the first day of each month (or if such first day is not a business day, on the business day immediately preceding such first day) until the A&R Note Maturity Date. The Amended and Restated Promissory Note does not bear any interest, and is repayable by the Company to the Sponsor upon the A&R Note Maturity Date. The A&R Note Maturity Date may be accelerated upon the occurrence of certain events of default. Any outstanding principal under the Amended and Restated Promissory Note may be prepaid at any time by the Company, at its election and without penalty. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 15,333,333 Private Placement Warrants, including 1,733,333 additional Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $23.0 million, in a private placement to the Sponsor. Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of 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. Working Capital Loan On March 1, 2022, the Company entered into a working capital loan agreement with the Sponsor (the “Working Capital Loan”), pursuant to which the Company may borrow up to $2,500,000, for ongoing business expenses and the Business Combination. The Working Capital Loan is non-interest bearing, unsecured and payable upon the consummation of the Business Combination. If the Company completes a Business Combination, the Company would repay the Working Capital Loan out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loan would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loan, but no proceeds held in the Trust Account would be used to repay the Working Capital Loan. The Working Capital Loan would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loan may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, the Company had $2,500,000 and $1,500,000 outstanding borrowings under the Working Capital Loan, respectively. Administrative Service Fee The Company has agreed, commencing on the date of the prospectus, to pay an affiliate of the Sponsor, a monthly fee of $16,667 for general and administrative services including office space, utilities, secretarial and administrative support. This arrangement will terminate upon completion of a Business Combination or the distribution of the Trust Account to the Public Shareholders. The Company incurred $50,001 and $150,003 in connection with such services for the three and nine months ended September 30, 2023 and 2022, respectively, as presented within general and administrative expenses in the accompanying unaudited condensed statements of operations. As of September 30, 2023, the Company had $50,001 outstanding due to a related party in connection with such services as reflected in the accompanying unaudited condensed balance sheets. As of December 31, 2022, the Company had no outstanding balance in due to related party in connection with such services. Advances from Related Parties Affiliates of the Sponsor paid certain operating costs on behalf of the Company. These advances are due on demand and are non-interest bearing. As of September 30, 2023 and December 31, 2022, there were $979,409 and $60,921, respectively, in due to related party as reflected in the accompanying unaudited condensed balance sheets. Preferred Stock PIPE Financing On September 12, 2023, we entered into a subscription agreement (the “Preferred Stock Subscription Agreement”) with AAC Holdings II LP (“AAC Holdings II”), a Delaware limited liability company that is affiliated with the Sponsor. Pursuant to the Preferred Stock Subscription Agreement, AAC Holdings II agreed to subscribe for and purchase, and the Company agreed to issue and sell to AAC Holdings II, on the closing of a Business Combination, an aggregate of 50,000 shares of Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”) for an aggregate purchase price of $50,000,000 (the “Preferred Stock PIPE Financing”). The Preferred Stock Subscription Agreement, and the Preferred Stock PIPE Financing, superseded the commitment under that certain commitment letter, dated as of December 5, 2022, with AAC Holdings II, as subsequently amended on June 11, 2023, by and among the Company, X-energy and AAC Holdings II. On September 12, 2023, in connection with the Preferred Stock PIPE Financing, the Company entered into a letter agreement, (the “Letter Agreement”) with X-energy and Ghaffarian Enterprises, LLC (the “Guarantor”), pursuant to which the Guarantor agreed, in connection with the consummation of the Terminated Business Combination, to contribute or cause to be contributed to X-energy an amount in cash (the “Contribution Amount”), which was anticipated to be approximately $30,000,000. Upon receipt of the Contribution Amount, X-energy will issue to the Guarantor or its designees units of X-energy with a value equal to the Contribution Amount. In connection with the closing of a Business Combination, the Guarantor or its applicable designees will contribute all such units to the Company and the Company will issue to the Guarantor or its applicable designees a number of shares of Series A Convertible Preferred Stock determined by dividing (a) the Contribution Amount, by (b) $1,000 per share, subject to the terms of the Letter Agreement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Class B ordinary shares, Private Placement Warrants (and the Class A ordinary shares underlying such Private Placement Warrants) and Private Placement Warrants that may be issued upon conversion of the Working Capital Loan were entitled to registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders were entitled to “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 13,050,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less the underwriting discounts and commissions. On February 4, 2021, the underwriters partially exercised their over-allotment option for an additional 13,000,000 Units. The remaining 50,000 units are no longer available to be exercised. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $20.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $35.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On June 29, 2023, Barclays Capital Inc., one of the participating underwriters in the Company’s Initial Public Offering, waived its entitlement to its respective portion of the total deferred underwriting fee, resulting in an adjustment to Class A ordinary shares subject to possible redemption of approximately $1.9 million and a gain from extinguishment of the deferred underwriting commissions allocated to the warrant liabilities of approximately $59,000 for the nine months ended September 30, 2023 as presented on the accompanying unaudited condensed statements of operations. On July 21, 2023, Morgan Stanley & Co. LLC, one of the participating underwriters in the Company’s Initial Public Offering, waived its entitlement to its respective portion of the total deferred underwriting commissions, resulting in an adjustment to Class A ordinary shares subject to possible redemption of approximately $4.9 million and a gain from extinguishment of the deferred underwriting commissions allocated to the warrant liabilities of approximately $148,000 for the three and nine months ended September 30, 2023 as presented on the accompanying unaudited condensed statements of operations. Because the Company did not consummate a Business Combination by November 6, 2023, the date by which the Company was required to consummate an initial Business Combination, (i) the underwriters forfeit any rights or claims to the deferred underwriting commission and (ii) the deferred underwriting commission will not be included in the distribution of the proceeds held in the Trust Account made to the Public Shareholders upon liquidation. Contingent Fees The Company has entered into fee arrangements with certain service providers pursuant to which certain transaction fees and service fees will become payable only if the Company consummates the Terminated Business Combination. If the Terminated Business Combination with X-energy does not occur, the Company will not be required to pay these contingent fees. As of September 30, 2023, the amount of these contingent fees with the service providers was approximately $13.2 million. The Company has entered into a fee arrangement with two capital markets advisors pursuant to which the Company will pay to each capital markets advisor an incentive fee of $2,250,000 so long as the sum of any funds raised in a securities private placement plus the funds raised in X-energy’s interim financing transactions plus funds in the Trust Account exceed $500,000,000, and if the Company consummates the Terminated Business Combination with X-energy. Additionally, the Company has entered into a fee arrangement with placement agents pursuant to which certain placement fees ranging from 2.25% to 4.5% of funds raised in a private placement transaction (net of proceeds invested by affiliates of the Company or the Sponsor) will become payable only if the Company consummates the Terminated Business Combination with X-energy. |
SHAREHOLDER_S EQUITY
SHAREHOLDER’S EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDER’S EQUITY | INITIAL PUBLIC OFFERINGOn February 4, 2021, the Company consummated its Initial Public Offering of its 100,000,000 Units, including 13,000,000 Over-Allotment Units at $10.00 per Unit, generating gross proceeds of $1.0 billion, and incurring offering costs of approximately $55.9 million, of which $35.0 million was for deferred underwriting commissions (see Note 5). During the nine months ended September 30, 2023, two of the underwriters waived their entitlement to a total of $7.0 million of deferred underwriting commissions with respect to the Terminated Business Combination (See Note 5). Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the board of directors of the Company. At September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2023 and December 31, 2022, there were no shares issued and outstanding, excluding 45,604,260 and 100,000,000 shares, respectively, that are subject to possible redemption and are presented as temporary equity, outside of the shareholders’ deficit section of the unaudited condensed balance sheets. Class B Ordinary Shares — The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each ordinary share. On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. At September 30, 2023 and December 31, 2022, there were 25,000,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective within 60 days after such closing, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares 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 Public 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 be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders. In addition, if (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. 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 ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 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 so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
WARRANTS | INITIAL PUBLIC OFFERINGOn February 4, 2021, the Company consummated its Initial Public Offering of its 100,000,000 Units, including 13,000,000 Over-Allotment Units at $10.00 per Unit, generating gross proceeds of $1.0 billion, and incurring offering costs of approximately $55.9 million, of which $35.0 million was for deferred underwriting commissions (see Note 5). During the nine months ended September 30, 2023, two of the underwriters waived their entitlement to a total of $7.0 million of deferred underwriting commissions with respect to the Terminated Business Combination (See Note 5). Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the board of directors of the Company. At September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2023 and December 31, 2022, there were no shares issued and outstanding, excluding 45,604,260 and 100,000,000 shares, respectively, that are subject to possible redemption and are presented as temporary equity, outside of the shareholders’ deficit section of the unaudited condensed balance sheets. Class B Ordinary Shares — The Company is authorized to issue 30,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each ordinary share. On February 4, 2021, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. At September 30, 2023 and December 31, 2022, there were 25,000,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective within 60 days after such closing, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares 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 Public 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 be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders. In addition, if (i) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. 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 ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 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 so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following tables present information about the Company’s financial assets and financial liabilities that are measured at fair value as of September 30, 2023 and December 31, 2022, and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) As of September 30, 2023: Assets, at fair value Investments held in Trust Account $ 487,130,034 $ — $ — Liabilities, at fair value Public Warrants $ 13,220,000 $ — $ — Private Placement Warrants $ — $ 10,135,333 $ — Description Quoted Prices in Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) As of December 31, 2022: Assets, at fair value Investments held in Trust Account $ 1,013,382,491 $ — $ — Liabilities, at fair value Public Warrants $ 9,326,000 $ — $ — Private Placement Warrants $ — $ 7,149,933 $ — At September 30, 2023 and December 31, 2022, assets held in the Trust Account were comprised of approximately $487.1 million and $1.0 billion of cash and investments in money market fund that invests solely in U.S. government securities, respectively. During the first quarter of 2023, shareholders elected to redeem an aggregate of 53,002,919 Class A ordinary shares in connection with the approval of the First Extension, of which the Company paid cash from the Trust Account of $539.0 million (approximately $10.17 per share) to redeeming shareholders. During the third quarter of 2023, shareholders elected to redeem an aggregate of 1,392,821 Class A ordinary shares in connection with the approval of the Second Extension, of which the Company paid cash from the Trust Account of $14.7 million (approximately $10.58 per share) to redeeming shareholders. During the three and nine months ended September 30, 2023 and 2022, the Company did not withdraw any interest income from the Trust Account. The Public Warrants and Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s unaudited condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Company’s unaudited condensed statements of operations. The Public Warrants issued in connection with the Initial Public Offering were initially measured at fair value using a modified Black-Scholes model and subsequently measured based on the listed market price of such warrants, whereas the fair value of the Private Placement Warrants was initially measured using a Black-Scholes option pricing model, and subsequently, as of December 31, 2022, measured using an observable market quote for a similar asset in an active market. As the fair value of the Public Warrants is based on the use of an observable market quote in an active market, the Public Warrants are classified as Level 1. The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2022 is summarized as follows: Warrant liabilities at December 31, 2021 $ 13,882,522 Change in fair value of derivative warrant liabilities (7,564,154) Warrant liabilities at March 31, 2022 6,318,368 Change in fair value of derivative warrant liabilities (2,786,134) Warrant liabilities at June 30, 2022 3,532,234 Change in fair value of derivative warrant liabilities (1,768,139) Warrant liabilities at September 30, 2022 $ 1,764,095 There were no derivative assets and liabilities, measured with Level 3 inputs, for the nine months ended September 30, 2023. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement during the year ended December 31, 2022, when the Company began the use of an observable market quote for a similar asset in an active market. There were no other transfers to/from Levels 1, 2, and 3 during the nine months ended September 30, 2023. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSManagement has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed financial statements were issued require potential adjustment to or disclosure in the unaudited condensed financial statements. Other than as described below, the Company concluded that there have been no events that have occurred that would require adjustments to the unaudited condensed financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net income (loss) | $ 7,327,055 | $ 2,346,495 | $ (10,338,862) | $ 8,160,214 | $ 5,940,118 | $ 17,063,156 | $ (665,312) | $ 31,163,488 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of these unaudited 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, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited 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 EquivalentsThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Investments Held In Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in investment income on investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. At September 30, 2023 and December 31, 2022, the carrying values of cash, accrued expenses, due to related party and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The fair value for trading securities is determined using quoted market prices in active markets. |
Offering Costs Associated with the Initial Public Offering | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature 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) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, 45,604,260 and 100,000,000 Class A ordinary shares, respectively, subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheets. |
Income Taxes | Income TaxesASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company has determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants because the exercise of the warrants is contingent upon the occurrence of future events. |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. |
Recent Accounting Pronouncements | Recent Accounting PronouncementsManagement does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Class A ordinary shares Numerator: Net income (loss) attributable to Class A ordinary shares $ 4,753,614 $ 6,528,171 $ (458,586) $ 24,930,790 Denominator: Basic and diluted weighted average shares outstanding, Class A ordinary shares 46,179,556 100,000,000 55,458,323 100,000,000 Basic and diluted net income (loss) per share, Class A ordinary shares $ 0.10 $ 0.07 $ (0.01) $ 0.25 Class B ordinary shares Numerator: Net income (loss) attributable to Class B ordinary shares $ 2,573,441 $ 1,632,043 $ (206,726) $ 6,232,698 Denominator: Basic and diluted weighted average shares outstanding, Class B ordinary shares 25,000,000 25,000,000 25,000,000 25,000,000 Basic and diluted net income (loss) per share, Class B ordinary shares $ 0.10 $ 0.07 $ (0.01) $ 0.25 |
Schedule of Class A Ordinary Shares Reconciliation | At September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the accompanying unaudited condensed balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption as of December 31, 2021 $ 1,000,000,000 Plus: Accretion of carrying value to redemption value 13,282,491 Class A ordinary shares subject to possible redemption as of December 31, 2022 1,013,282,491 Less: Redemptions of Class A ordinary shares (553,718,225) Plus: Sponsor deposits to Trust Account 9,440,103 Waiver of Class A ordinary shares issuance cost 6,792,930 Accretion of carrying value to redemption value 11,232,735 Class A ordinary shares subject to possible redemption as of September 30, 2023 $ 487,030,034 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The following tables present information about the Company’s financial assets and financial liabilities that are measured at fair value as of September 30, 2023 and December 31, 2022, and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) As of September 30, 2023: Assets, at fair value Investments held in Trust Account $ 487,130,034 $ — $ — Liabilities, at fair value Public Warrants $ 13,220,000 $ — $ — Private Placement Warrants $ — $ 10,135,333 $ — Description Quoted Prices in Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) As of December 31, 2022: Assets, at fair value Investments held in Trust Account $ 1,013,382,491 $ — $ — Liabilities, at fair value Public Warrants $ 9,326,000 $ — $ — Private Placement Warrants $ — $ 7,149,933 $ — |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and nine months ended September 30, 2022 is summarized as follows: Warrant liabilities at December 31, 2021 $ 13,882,522 Change in fair value of derivative warrant liabilities (7,564,154) Warrant liabilities at March 31, 2022 6,318,368 Change in fair value of derivative warrant liabilities (2,786,134) Warrant liabilities at June 30, 2022 3,532,234 Change in fair value of derivative warrant liabilities (1,768,139) Warrant liabilities at September 30, 2022 $ 1,764,095 |
ORGANIZATION (Details)
ORGANIZATION (Details) - USD ($) | 9 Months Ended | ||||
Feb. 04, 2021 | Jun. 05, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | May 01, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Price per share (in dollars per share) | $ 10 | ||||
Gross proceeds | $ 1,000,000,000 | ||||
Offering costs | $ 55,900,000 | ||||
Deferred underwriting commissions | $ 28,000,000 | $ 35,000,000 | |||
Fair market value of one or more business, percent | 80% | ||||
Covenant, ownership interest to be acquired, minimum, percent | 50% | ||||
Maximum percent of equity convertible without consent | 15% | ||||
Redemption percent if business combination isn't completed | 100% | ||||
Investments held in Trust Account | $ 487,130,034 | 1,013,382,491 | |||
Interest to pay dissolution expense | 100,000 | ||||
Working capital deficit | 31,000,000 | ||||
Total current liabilities | 31,157,387 | 9,675,694 | |||
Cash | 39,832 | 37,982 | |||
Due to related party | 1,029,410 | 60,921 | |||
Class A Ordinary Shares included as part of the units | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Consideration received on issuance of warrants | $ 23,000,000 | ||||
Related Party | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Due to related party | 979,409 | 60,921 | |||
Related Party | Sponsor | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from contributions from affiliates | $ 25,000 | 25,000 | |||
Due to related party | 278,085 | ||||
Promissory note and working capital loan | 2,500,000 | ||||
Related Party | Sponsor | Working Capital Loan | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Promissory note and working capital loan | 2,500,000 | $ 1,500,000 | |||
Related Party | Sponsor | Revolving Credit Facility | Working Capital Loan | Line of Credit | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Working capital loan, maximum borrowing capacity | $ 2,500,000 | ||||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued (in shares) | 100,000,000 | ||||
Over-Allotment Option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued (in shares) | 13,000,000 | ||||
Offering costs | $ 20,000,000 | ||||
Over-Allotment Option | Class A Ordinary Shares included as part of the units | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued (in shares) | 1,733,333 | ||||
Deferred Underwriting Fees | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Offering costs | $ 35,000,000 | ||||
Deferred underwriting commissions | $ 35,000,000 | ||||
Private Placement | Class A Ordinary Shares included as part of the units | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of warrants issued (in shares) | 15,333,333 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Feb. 04, 2021 | Sep. 30, 2023 | Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | |||
Offering costs | $ 55,900,000 | ||
Unrecognized tax benefits | $ 0 | $ 0 | |
Penalties and interest accrued | $ 0 | $ 0 | |
Class A Ordinary Shares Subject To Redemotion | |||
Subsidiary, Sale of Stock [Line Items] | |||
Temporary equity, shares outstanding (in shares) | (100,000,000) | (100,000,000) |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Reconciliation (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Less: | |||
Redemption of Class A ordinary shares | $ (553,718,225) | $ 0 | |
Plus: | |||
Waiver of Class A ordinary shares issuance cost | 6,792,930 | ||
Class A Ordinary Shares Subject To Redemotion | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Beginning balance | 1,013,282,491 | $ 1,000,000,000 | $ 1,000,000,000 |
Less: | |||
Redemption of Class A ordinary shares | (553,718,225) | ||
Plus: | |||
Sponsor deposits to Trust Account | 9,440,103 | ||
Accretion of carrying value to redemption value | 11,232,735 | 13,282,491 | |
Ending balance | $ 487,030,034 | $ 1,013,282,491 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A Ordinary Shares included as part of the units | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) attributable to Class A ordinary shares | $ 4,753,614 | $ 6,528,171 | $ (458,586) | $ 24,930,790 |
Diluted weighted average shares outstanding (in shares) | 46,179,556 | 100,000,000 | 55,458,323 | 100,000,000 |
Basic weighted average shares outstanding (in shares) | 46,179,556 | 100,000,000 | 55,458,323 | 100,000,000 |
Basic net income per share (in dollars per share) | $ 0.10 | $ 0.07 | $ (0.01) | $ 0.25 |
Diluted net income per share (in dollars per share) | $ 0.10 | $ 0.07 | $ (0.01) | $ 0.25 |
Class B Ordinary Shares | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) attributable to Class A ordinary shares | $ 2,573,441 | $ 1,632,043 | $ (206,726) | $ 6,232,698 |
Diluted weighted average shares outstanding (in shares) | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 |
Basic weighted average shares outstanding (in shares) | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 |
Basic net income per share (in dollars per share) | $ 0.10 | $ 0.07 | $ (0.01) | $ 0.25 |
Diluted net income per share (in dollars per share) | $ 0.10 | $ 0.07 | $ (0.01) | $ 0.25 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) | Feb. 04, 2021 USD ($) $ / shares shares |
Subsidiary, Sale of Stock [Line Items] | |
Price per share (in dollars per share) | $ / shares | $ 10 |
Gross proceeds | $ 1,000,000,000 |
Offering costs | $ 55,900,000 |
IPO | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares issued (in shares) | shares | 100,000,000 |
Over-Allotment Option | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares issued (in shares) | shares | 13,000,000 |
Offering costs | $ 20,000,000 |
Deferred Underwriting Fees | |
Subsidiary, Sale of Stock [Line Items] | |
Offering costs | $ 35,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 3 Months Ended | 9 Months Ended | |||||||
Feb. 04, 2021 USD ($) $ / shares shares | Jan. 13, 2021 shares | Jun. 05, 2020 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) tradingDay $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | May 01, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||||||
General and administrative expenses | $ | $ 3,993,893 | $ 517,715 | $ 12,018,646 | $ 1,285,877 | |||||
Due to related party | $ | $ 1,029,410 | $ 1,029,410 | $ 60,921 | ||||||
Class A Ordinary Shares included as part of the units | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consideration received on issuance of warrants | $ | $ 23,000,000 | ||||||||
Number of securities called by warrants or rights | shares | 1 | ||||||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.50 | ||||||||
Class B Ordinary Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares outstanding (in shares) | shares | 25,000,000 | 25,000,000 | 25,000,000 | ||||||
Shares forfeited during period (in shares) | shares | 12,500 | ||||||||
Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percent of equity issued and outstanding held by related party | 20% | ||||||||
Period subsequent to business combination | 1 year | ||||||||
Stock price trigger (in dollars per share) | $ / shares | $ 12 | $ 12 | |||||||
Threshold trading days | tradingDay | 20 | ||||||||
Threshold trading day period | tradingDay | 30 | ||||||||
Minimum trigger period | tradingDay | 150 | ||||||||
Private Placement | Class A Ordinary Shares included as part of the units | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of warrants issued (in shares) | shares | 15,333,333 | ||||||||
Over-Allotment Option | Class A Ordinary Shares included as part of the units | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of warrants issued (in shares) | shares | 1,733,333 | ||||||||
Director One | Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period | shares | 50,000 | ||||||||
Director Two | Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period | shares | 50,000 | ||||||||
Director Three | Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period | shares | 50,000 | ||||||||
Directors | Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period | shares | 150,000 | ||||||||
Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related party | $ | $ 979,409 | $ 979,409 | $ 60,921 | ||||||
Related Party | Sponsor | Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares outstanding (in shares) | shares | 25,012,500 | ||||||||
Sponsor | Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from contributions from affiliates | $ | $ 25,000 | 25,000 | |||||||
Promissory note and working capital loan | $ | 2,500,000 | 2,500,000 | |||||||
Due to related party | $ | $ 278,085 | $ 278,085 | |||||||
Sponsor | Related Party | Working Capital Loan | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of securities called by warrants or rights | shares | 1,500,000 | 1,500,000 | |||||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 1.50 | $ 1.50 | |||||||
Promissory note and working capital loan | $ | $ 2,500,000 | $ 2,500,000 | 1,500,000 | ||||||
Sponsor | Related Party | Working Capital Loan | Revolving Credit Facility | Line of Credit | |||||||||
Related Party Transaction [Line Items] | |||||||||
Working capital loan, maximum borrowing capacity | $ | $ 2,500,000 | ||||||||
Sponsor | Related Party | Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share issued during period, subject to forfeiture (up to) | shares | 3,262,500 | ||||||||
Conversion ratio | 1 | ||||||||
Affiliate Of The Sponsor | Related Party | Monthly Fee For General And Administrative Services | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount of transaction, monthly fee | $ | $ 16,667 | ||||||||
General and administrative expenses | $ | 50,001 | 150,003 | |||||||
Due to related party | $ | $ 50,001 | $ 50,001 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Feb. 04, 2021 tradingDay $ / shares shares |
Other Commitments [Line Items] | |
Underwriter over-allotment purchase period | tradingDay | 45 |
Price per share (in dollars per share) | $ 10 |
Over-Allotment Option | |
Other Commitments [Line Items] | |
Number of shares issuable in transaction | shares | 13,050,000 |
Number of shares issued (in shares) | shares | 13,000,000 |
Number of shares cancelled (in shares) | tradingDay | 50,000 |
Underwriter discount per share (in dollars per share) | $ 0.20 |
Deferred underwriting commission (in dollars per share) | $ 0.35 |
SHAREHOLDER_S EQUITY - Preferen
SHAREHOLDER’S EQUITY - Preference and Common Shares (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Jun. 05, 2020 |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Class A Ordinary Shares included as part of the units | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued, excluding shares subject to possible redemption (in shares) | 0 | 0 | |
Common stock, shares outstanding, excluding shares subject to possible redemption (in shares) | 0 | 0 | |
Temporary equity, shares outstanding (in shares) | 100,000,000 | 100,000,000 | |
Class A Ordinary Shares Subject To Redemotion | |||
Class of Stock [Line Items] | |||
Temporary equity, shares outstanding (in shares) | 100,000,000 | 100,000,000 | |
Class B Ordinary Shares | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (in shares) | 25,000,000 | 25,000,000 | |
Common stock, shares outstanding (in shares) | 25,000,000 | 25,000,000 | |
Founder Shares | |||
Class of Stock [Line Items] | |||
Percent of equity issued and outstanding held by related party | 20% |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | 9 Months Ended | |
Feb. 04, 2021 | Sep. 30, 2023 | |
Class of Warrant or Right [Line Items] | ||
Period to file registration statement | 20 days | |
Period for registration statement to become effective | 60 days | |
Percent of equity proceeds | 60% | |
Number of trading days | 20 days | |
Adjusted exercise percentage | 115% | |
Adjusted exercise percentage, higher of market value and newly issued price | 180% | |
Class A Ordinary Shares included as part of the units | ||
Class of Warrant or Right [Line Items] | ||
Share price (in dollars per share) | $ 18 | |
Maximum share price (in dollars per share) | $ 9.20 | |
Class A Ordinary Shares included as part of the units | Private Placement | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued (in shares) | 15,333,333 | |
Private And Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued (in shares) | 35,333,333 | |
Private Warrants | Private Placement | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued (in shares) | 15,333,333 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of fractional shares issued upon exercise of warrants (in shares) | 0 | |
Expiration period | 5 years | |
Redemption price (in dollars per share) | $ 0.01 | |
Notice period to redeem warrants | 30 days | |
Number of trading days | 20 days | |
Trading days threshold | 30 days | |
Public Warrants | Minimum | ||
Class of Warrant or Right [Line Items] | ||
Period in which warrant becomes exercisable | 30 days | |
Public Warrants | Maximum | ||
Class of Warrant or Right [Line Items] | ||
Period in which warrant becomes exercisable | 12 months | |
Public Warrants | IPO | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued (in shares) | 20,000,000 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Recurring and Nonrecurring [Line Items] | ||
Investments held in Trust Account | $ 487,130,034 | $ 1,013,382,491 |
Stock repurchased during period (in shares) | 53,002,919 | |
Stock repurchased during period | $ 539,000,000 | |
Stock repurchased during period, share price (USD per share) | $ 10.17 | |
Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Recurring and Nonrecurring [Line Items] | ||
Investments held in Trust Account | $ 487,130,034 | $ 1,013,382,491 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Financial Assets and Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets, at fair value | ||
Investments held in Trust Account | $ 487,130,034 | $ 1,013,382,491 |
Liabilities, at fair value | ||
Warrant liabilities | 23,355,333 | 16,475,933 |
Quoted Prices in Active Markets (Level 1) | ||
Assets, at fair value | ||
Investments held in Trust Account | 487,130,034 | 1,013,382,491 |
Quoted Prices in Active Markets (Level 1) | Derivative Financial Instruments, Liabilities | Public Warrants | ||
Liabilities, at fair value | ||
Warrant liabilities | 13,220,000 | 9,326,000 |
Quoted Prices in Active Markets (Level 1) | Derivative Financial Instruments, Liabilities | Private Placement Warrants | ||
Liabilities, at fair value | ||
Warrant liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets, at fair value | ||
Investments held in Trust Account | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Derivative Financial Instruments, Liabilities | Public Warrants | ||
Liabilities, at fair value | ||
Warrant liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Derivative Financial Instruments, Liabilities | Private Placement Warrants | ||
Liabilities, at fair value | ||
Warrant liabilities | 10,135,333 | 7,149,933 |
Significant Other Unobservable Inputs (Level 3) | ||
Assets, at fair value | ||
Investments held in Trust Account | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) | Derivative Financial Instruments, Liabilities | Public Warrants | ||
Liabilities, at fair value | ||
Warrant liabilities | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) | Derivative Financial Instruments, Liabilities | Private Placement Warrants | ||
Liabilities, at fair value | ||
Warrant liabilities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change In Fair Value Of Warrant Liability (Details) - Derivative Financial Instruments, Liabilities - Significant Other Unobservable Inputs (Level 3) - USD ($) | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Warrant liabilities at December 31, 2021 | $ 3,532,234 | $ 6,318,368 | $ 13,882,522 |
Change in fair value of derivative warrant liabilities | (1,768,139) | (2,786,134) | (7,564,154) |
Warrant liabilities at March 31, 2022 | $ 1,764,095 | $ 3,532,234 | $ 6,318,368 |