Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Entity File Number | 001-40018 | |
Entity Registrant Name | APOLLO STRATEGIC GROWTH CAPITAL II | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-0598286 | |
Entity Address, Address Line One | 9 West 57th Street, 42nd Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 515-3200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001838337 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, $0.00025 par value, and one-fifth of one warrant | ||
Document and Entity Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.00025 par value, and one-fifth of one warrant | |
Trading Symbol | APGB.U | |
Security Exchange Name | NYSE | |
Class A ordinary shares | ||
Document and Entity Information | ||
Title of 12(b) Security | Class A ordinary shares | |
Trading Symbol | APGB | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 17,910,118 | |
Warrants | ||
Document and Entity Information | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | APGB WS | |
Security Exchange Name | NYSE | |
Class B ordinary shares | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 17,250,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 210,210 | $ 332,764 |
Prepaid expenses | 300,995 | 93,094 |
Total current assets | 511,205 | 425,858 |
Investments held in Trust Account | 188,680,542 | 700,204,118 |
Total assets | 189,191,747 | 700,629,976 |
Current liabilities: | ||
Accounts payable and accrued expenses | 7,499,403 | 5,226,608 |
Notes payable - Sponsor | 5,000,000 | 5,000,000 |
Total current liabilities | 12,499,403 | 10,226,608 |
Derivative warrant liability | 1,899,700 | 3,388,000 |
Deferred underwriting compensation | 24,150,000 | 24,150,000 |
Total liabilities | 38,549,103 | 37,764,608 |
Commitments and contingencies (Note 6) | ||
Shareholders' deficit: | ||
Preferred shares, $0.00025 par value; 1,000,000 shares authorized, none issued and outstanding as of September 30, 2023 and December 31, 2022 | ||
Accumulated deficit | (37,938,975) | (37,239,827) |
Total shareholders' deficit | (37,937,897) | (37,238,749) |
Total liabilities, temporary equity and shareholders' deficit | 189,191,747 | 700,629,976 |
Class A ordinary shares | ||
Shareholders' deficit: | ||
Ordinary shares | 0 | 0 |
Class A ordinary shares subject to possible redemption | ||
Temporary equity: | ||
Class A ordinary shares subject to possible redemption (17,910,118 and 69,000,000 shares at $10.53 and $10.15 per share redemption value as of September 30, 2023 and December 31, 2022, respectively) | 188,580,541 | 700,104,117 |
Class B ordinary shares | ||
Shareholders' deficit: | ||
Ordinary shares | $ 1,078 | $ 1,078 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred shares, par value (in dollars per share) | $ 0.00025 | $ 0.00025 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.00025 | $ 0.00025 |
Ordinary shares, shares authorized | 180,000,000 | 180,000,000 |
Class A ordinary shares subject to possible redemption | ||
Class A ordinary shares subject to possible redemption (in shares) | 17,910,118 | 69,000,000 |
Class A ordinary shares subject to possible redemption, redemption price (in dollars per share) | $ 10.53 | $ 10.15 |
Class A ordinary shares not subject to possible redemption | ||
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
Class B ordinary shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.0000625 | $ 0.0000625 |
Ordinary shares, shares authorized | 46,000,000 | 46,000,000 |
Ordinary shares, shares issued | 17,250,000 | 17,250,000 |
Ordinary shares, shares outstanding | 17,250,000 | 17,250,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
REVENUE | $ 0 | $ 0 | $ 0 | $ 0 |
EXPENSES | ||||
Administrative fee - related party | 50,001 | 50,001 | 150,003 | 150,003 |
General and administrative | 325,635 | 354,779 | 2,011,195 | 3,342,473 |
TOTAL EXPENSES | 375,636 | 404,780 | 2,161,198 | 3,492,476 |
OTHER INCOME (EXPENSES) | ||||
Investment income from Trust Account | 2,427,362 | 3,383,220 | 14,455,705 | 4,452,435 |
Interest expense | (8,750) | (4,565) | (26,250) | (9,699) |
Change in fair value of derivative warrants | 1,004,300 | 3,413,125 | 1,488,300 | 20,359,469 |
TOTAL OTHER INCOME (EXPENSES) - NET | 3,422,912 | 6,791,780 | 15,917,755 | 24,802,205 |
Net income | $ 3,047,276 | $ 6,387,000 | $ 13,756,557 | $ 21,309,729 |
Class A ordinary shares | ||||
OTHER INCOME (EXPENSES) | ||||
Weighted average number of ordinary shares outstanding, basic | 17,910,118 | 69,000,000 | 41,302,921 | 69,000,000 |
Weighted average number of ordinary shares outstanding, diluted | 17,910,118 | 69,000,000 | 41,302,921 | 69,000,000 |
Basic net income per ordinary share | $ 0.09 | $ 0.07 | $ 0.23 | $ 0.25 |
Diluted net income per ordinary share | $ 0.09 | $ 0.07 | $ 0.23 | $ 0.25 |
Class B ordinary shares | ||||
OTHER INCOME (EXPENSES) | ||||
Weighted average number of ordinary shares outstanding, basic | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 |
Weighted average number of ordinary shares outstanding, diluted | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 |
Basic net income per ordinary share | $ 0.09 | $ 0.07 | $ 0.23 | $ 0.25 |
Diluted net income per ordinary share | $ 0.09 | $ 0.07 | $ 0.23 | $ 0.25 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Ordinary Shares Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2021 | $ 1,078 | $ (52,835,307) | $ (52,834,229) | |
Beginning balance (in shares) at Dec. 31, 2021 | 17,250,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Accretion of Class A ordinary shares subject to possible redemption amount | (4,352,434) | (4,352,434) | ||
Net income | 21,309,729 | 21,309,729 | ||
Ending balance at Sep. 30, 2022 | $ 1,078 | (35,878,012) | (35,876,934) | |
Ending balance (in shares) at Sep. 30, 2022 | 17,250,000 | |||
Beginning balance at Jun. 30, 2022 | $ 1,078 | (38,881,793) | (38,880,715) | |
Beginning balance (in shares) at Jun. 30, 2022 | 17,250,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Accretion of Class A ordinary shares subject to possible redemption amount | (3,383,219) | (3,383,219) | ||
Net income | 6,387,000 | 6,387,000 | ||
Ending balance at Sep. 30, 2022 | $ 1,078 | (35,878,012) | (35,876,934) | |
Ending balance (in shares) at Sep. 30, 2022 | 17,250,000 | |||
Beginning balance at Dec. 31, 2022 | $ 1,078 | (37,239,827) | $ (37,238,749) | |
Beginning balance (in shares) at Dec. 31, 2022 | 17,250,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Shareholder non-redemption agreements | (1,250,727) | (1,250,727) | ||
Contribution by Sponsor | 1,250,727 | 1,250,727 | ||
Accretion of Class A ordinary shares subject to possible redemption amount | (14,455,705) | $ (14,455,705) | ||
Net income | 13,756,557 | 13,756,557 | ||
Ending balance at Sep. 30, 2023 | $ 1,078 | (37,938,975) | (37,937,897) | |
Ending balance (in shares) at Sep. 30, 2023 | 17,250,000 | |||
Beginning balance at Jun. 30, 2023 | $ 1,078 | (38,558,889) | (38,557,811) | |
Beginning balance (in shares) at Jun. 30, 2023 | 17,250,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Accretion of Class A ordinary shares subject to possible redemption amount | (2,427,362) | (2,427,362) | ||
Net income | 3,047,276 | 3,047,276 | ||
Ending balance at Sep. 30, 2023 | $ 1,078 | $ (37,938,975) | $ (37,937,897) | |
Ending balance (in shares) at Sep. 30, 2023 | 17,250,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - 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 | $ 13,756,557 | $ 21,309,729 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Investment income from Trust Account | $ (2,427,362) | $ (3,383,220) | (14,455,705) | (4,452,435) |
Change in fair value of derivative warrant liabilities | (1,004,300) | (3,413,125) | (1,488,300) | (20,359,469) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (207,901) | 516,095 | ||
Other assets | 93,094 | |||
Accounts payable and accrued expenses | 2,272,795 | 118,298 | ||
Net Cash Used In Operating Activities | (122,554) | (2,774,688) | ||
Cash Flows From Investing Activities: | ||||
Cash withdrawn from Trust Account for redemptions | 525,979,281 | |||
Net Cash Provided By Investing Activities | 525,979,281 | |||
Cash Flows From Financing Activities: | ||||
Proceeds from Sponsor note | (525,979,281) | 2,000,000 | ||
Net Cash (Used In) Provided By Financing Activities | (525,979,281) | 2,000,000 | ||
Net change in cash | (122,554) | (774,688) | ||
Cash and cash equivalents at beginning of period | 332,764 | 1,204,517 | ||
Cash and cash equivalents at end of period | $ 210,210 | $ 429,829 | $ 210,210 | $ 429,829 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Organizational and General Apollo Strategic Growth Capital II (formerly known as APH I (Sub I), Ltd.) (the “ Company Initial Business Combination Securities Act JOBS Act At September 30, 2023, the Company had not commenced any operations. All activity for the period from October 10, 2008 through September 30, 2023, relates to the Company’s formation and the initial public offering (the “ Public Offering Sponsor and Public Offering On February 12, 2021, the Company consummated the Public Offering of 69,000,000 units (“ Units Public Shares The Company’s sponsor is APSG Sponsor II, L.P., a Cayman Islands limited partnership (the “ Sponsor Trust Account The Sponsor purchased an aggregate of 10,400,000 warrants (the “ Private Placement Warrants Warrants Private Placement The transaction costs amounted to $39,066,690, consisting of $13,800,000 of underwriting fees, $24,150,000 of deferred underwriting fees payable (which are held in the Trust Account with Continental Stock Transfer and Trust Company acting as trustee) and $1,116,690 of Public Offering costs that were charged to temporary equity upon completion of the Public Offering. In addition, $1,494,398 was allocated to the Public Warrants and Private Placement Warrants and were included in the condensed statements of operations as a component of other income/(expenses). Cash of $210,210 was held outside of the Trust Account on September 30, 2023, and is available for working capital purposes. As described in Note 6, the $24,150,000 deferred underwriting fee payable is contingent upon the consummation of an Initial Business Combination. The Company has until February 12, 2024 (or such earlier date as determined by the Company’s board of directors in its sole and absolute discretion) to complete its Initial Business Combination (the “ Completion Window Trust Account The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “ Investment Company Act The Company’s fourth amended and restated memorandum and articles of association provides that, other than the withdrawal of interest to pay the Company’s tax obligations (the “ Permitted Withdrawals Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur 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 commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange (“ NYSE If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a shareholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“ FASB ASC Distinguishing Liabilities from Equity Pursuant to the Company’s fourth amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to make Permitted Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, 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 (the “ Board In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of ordinary share, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Extension and Redemptions On May 5, 2023, at an extraordinary general meeting of the Company (the “ Extraordinary General Meeting Extended Date In connection with the Extraordinary General Meeting, shareholders of the Company holding an aggregate of 51,089,882 Public Shares exercised their right to redeem their Public Shares. Following such redemptions, 17,910,118 Public Shares remained outstanding. Following the withdrawals from the Trust Account in connection with redemptions, $184,387,800 remained in the Trust Account of the approximately $707,980,212 that was in the Trust Account at the close of business on April 4, 2023, the record date for the Extraordinary General Meeting. In June 2023, the Sponsor and the Company, entered into agreements (the “ Non-Redemption Agreements Non-Redeemed Shares Going Concern Considerations, Liquidity and Capital Resources As of September 30, 2023, the Company does not have sufficient liquidity to meet its future obligations. As of September 30, 2023, the Company had a working capital deficit of approximately $12 million, current liabilities of approximately $12.5 million and cash of $0.2 million. 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 Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” GAAP The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. The Company is required to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within this Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, and subject to having lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation 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 Board 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. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “ SEC Certain information and note disclosures normally included in the unaudited financial statements prepared in accordance with GAAP have been condensed. As such, except as disclosed herein, the information included in these unaudited condensed financial statements should be read in conjunction with the audited financial statements as of December 31, 2022 included in the Company’s Annual Report on Form 10-K/A filed with the SEC on April 5, 2023. In the opinion of the Company’s management, these unaudited condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of September 30, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any future period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act Use of Estimates The preparation of 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 and 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. 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 cash of $210,210 and $332,764, respectively. The Company had no cash equivalents as of September 30, 2023 and December 31, 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage 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, results of operations, and cash flows. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and money market funds, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investment income held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Associated with a Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering. 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 480, “ Distinguishing Liabilities from Equity. Effective with the closing of the 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 condensed balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption – December 31, 2022 $ 700,104,117 Accretion of carrying value to redemption value 7,429,517 Class A ordinary shares subject to possible redemption - March 31, 2023 707,533,634 Redemptions (525,979,281) Accretion of carrying value to redemption value 4,598,826 Class A ordinary shares subject to possible redemption – June 30, 2023 186,153,179 Accretion of carrying value to redemption value 2,427,362 Class A ordinary shares subject to possible redemption - September 30, 2023 $ 188,580,541 Income Taxes ASC 740, “ Income Taxes 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “ Earnings Per Share The calculation of diluted net income per ordinary share does not consider the effect of the Warrants issued in connection with the (i) Public Offering, and (ii) the Private Placement since the exercise of the Warrants is contingent upon the occurrence of future events. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Three Months Ended September 30, 2023 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,552,244 $ 1,495,032 $ 5,109,600 $ 1,277,400 Denominator: Basic and diluted weighted average shares outstanding 17,910,118 17,250,000 69,000,000 17,250,000 Basic and diluted net income per ordinary share $ 0.09 $ 0.09 $ 0.07 $ 0.07 Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 9,703,803 $ 4,052,754 $ 17,047,783 $ 4,261,946 Denominator: Basic and diluted weighted average shares outstanding 41,302,921 17,250,000 69,000,000 17,250,000 Basic and diluted net income per ordinary share $ 0.23 $ 0.23 $ 0.25 $ 0.25 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of September 30, 2023 and December 31, 2022, the carrying values of cash, prepaid expenses, deferred offering costs, accounts payable and accrued offering costs, and notes payable approximate their fair values primarily due to the short-term nature of the instruments, except for the derivative warrant liability (see Note 9). The Company’s investments held in the Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. treasury securities and are recognized at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2023 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Public Offering, the Company sold 69,000,000 Units at a purchase price of $10.00 per Unit, including the issuance of 9,000,000 Units as a result of the underwriters’ full exercise of their over-allotment option, generating gross proceeds to the Company in the amount of $690,000,000. Each Unit consists of one share of the Company’s Class A ordinary shares, par value $0.00025 per share (the “ Class A ordinary shares one Public Warrant |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2023 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Public Offering, the Company consummated the Private Placement of an aggregate of 10,400,000 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $15,600,000. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2023 | |
RELATED PARTIES | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares In October 2008, the Company was formed by Apollo Principal Holdings III, L.P. (“ Holdings Founder Shares The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The number of Founder Shares issued in the share split was determined based on the expectation that the total size of the Public Offering would be a maximum of 69,000,000 Units if the underwriters’ over-allotment option was exercised in full, and therefore that such Founder Shares would represent 20% of the issued and outstanding ordinary shares after the Public Offering. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. In January 2020, 25,000 Founder Shares were purchased by each of the Company’s three independent directors at a purchase price of $0.002174 per share. The independent directors paid $163.05 in the aggregate for 75,000 shares. On February 3, 2021, the Sponsor surrendered 8,550,000 Founder Shares to continue to hold 14,300,000 Founder Shares and each of the Company’s independent directors surrendered 25,000 Founder Shares to continue to hold 25,000 Founder Shares. On February 12, 2021, the Company also subdivided its authorized and outstanding Founder Shares and the Sponsor surrendered 11,425,000 Founder Shares to continue to hold 17,175,000 Founder Shares while each of the Company’s independent directors surrendered 25,000 Founder Shares to continue to hold 25,000 shares. In June 2022, each of the Company’s three independent directors sold 25,000 Founder Shares to the Sponsor at a purchase price of $0.002174 per share. The Sponsor paid $163.05 in the aggregate for 75,000 shares. As a result, the Sponsor currently holds 17,250,000 shares while the Company’s independent directors no longer hold any Founder Shares. As discussed in Note 1, the Sponsor has entered into Non-Redemption Agreements with several unaffiliated third parties that provide for the transfer of an aggregate of 2,999,364 Founder Shares from the Sponsor to such third parties immediately following the Company’s consummation of an Initial Business Combination. See Note 1 for further details regarding the Non-Redemption Agreements. Related Party Loans On March 1, 2021, the Sponsor agreed to loan the Company an aggregate of up to $1,500,000 to cover expenses related to the Public Offering pursuant to an unsecured promissory note (the “ March Note On September 14, 2021, the Sponsor executed an unsecured promissory note (the “ September Note On May 9, 2022, the Sponsor executed an unsecured promissory note (the “ May Note On June 8, 2022, the Sponsor executed an unsecured promissory note (the “ June Note Working Capital Loans In order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“ Working Capital Loans Advances from Related Parties Affiliates of the Sponsor (the “ Related Parties Administrative Service Fee Commencing on the date the Units were first listed on the NYSE, the Company entered into an agreement with the Sponsor and has agreed to pay the Sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months. This agreement was amended on August 9, 2023 to provide that, rather than being payable for up to 27 months, the monthly payments paid by the Company to the Sponsor in the amount of $16,667, will be payable until the earlier of February 12, 2024, the completion of the Initial Business Combination or the Company’s liquidation. Pursuant to this agreement, the Company recorded $50,001 during both the three months ended September 30, 2023 and 2022, and $150,003 during both the nine months ended September 30, 2023 and 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and Public Warrants that may be issued upon conversion of Working Capital Loans, if any, (and any Class A ordinary shares issuable upon the exercise of the Public Warrants and Private Placement Warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. 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 30-day option from the date of the final prospectus to purchase up to 9,000,000 additional Units to cover over-allotments, if any, at the Public Offering price less the underwriting discounts and commissions. The underwriters elected to exercise the over-allotment at closing. Upon the closing of the Public Offering and the full over-allotment, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $13,800,000, after the underwriters’ exercised their over-allotment option in full, which was paid in the aggregate upon the closing of the Public Offering. In addition, the underwriters are entitled to an underwriting discount of $0.35 per unit, or $24,150,000 in the aggregate, for deferred underwriting commissions. The deferred fee becomes payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the offering. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 9 Months Ended |
Sep. 30, 2023 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 7 — SHAREHOLDERS’ DEFICIT Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.00025 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding. Ordinary Shares The authorized ordinary shares of the Company include up to 180,000,000 Class A ordinary shares and 46,000,000 Class B ordinary shares. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of Class A ordinary shares which the Company is authorized to issue at the same time as the Company’s shareholders vote on the Initial Business Combination to the extent the Company seeks shareholder approval in connection with the Initial Business Combination. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share. As of September 30, 2023 and December 31, 2022, there were 17,910,118 and 69,000,000, respectively, Class A ordinary shares subject to possible redemption that were classified as temporary equity in the accompanying condensed balance sheets. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of completion of the Initial Business Combination on a one-for-one basis, subject to adjustment for share splits, dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Initial Business Combination, the ratio at which Class B ordinary shares will 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 the completion of the Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). As of September 30, 2023 and December 31, 2022, there were 17,250,000 Class B ordinary shares issued and outstanding. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
WARRANTS | |
WARRANTS | NOTE 8 — WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of an Initial 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 Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if the Company’s Class A ordinary shares are 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 the Securities Act, the Company, at its option, may 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. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its 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. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; ● if, and only if, the last reported closing price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day trading period referred to above. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of the Class A ordinary shares issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete an Initial Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless. The Company accounts for the 24,200,000 Warrants issued in connection with the Public Offering and concurrent Private Placement (including 13,800,000 Public Warrants and 10,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the Warrants do not meet the criteria for equity treatment thereunder, each Warrant must be recorded as a liability. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Public Offering. Accordingly, the Company classifies each Warrant as a liability at its fair value and the Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation up until separation for the Public Warrants (subsequent to separation, the Public Warrants are valued using the publicly available trading price). The Private Placement Warrants are valued using the Public Warrant quoted market price. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the Warrants will be reclassified as of the date of the event that causes the reclassification. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820, “ Fair Value Measurement The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, December 31, Description Level 2023 2022 Assets: Investments held in Trust Account 1 $ 188,680,542 $ 700,204,118 Liabilities: Warrant Liability – Private Placement Warrants 2 $ 816,400 $ 1,456,000 Warrant Liability – Public Warrants 1 $ 1,083,300 $ 1,932,000 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed balance sheet. 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 derivative warrants in the condensed statements of operations. Upon consummation of the Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of September 30, 2023 and December 31, 2022, the Public Warrants were valued using the publicly available price for the Warrants and are classified as Level 1 on the fair value hierarchy. As of September 30, 2023 and December 31, 2022, the Private Placement Warrants were valued using the Public Warrant quoted market price and are classified as Level 2 on the fair value hierarchy. As of September 30, 2023 and December 31, 2022, the derivative liability was $1,899,700 and $3,388,000, respectively. In addition, for the three months ended September 30, 2023 and 2022, the Company recorded $1,004,300 and $3,413,125, respectively, as a gain (loss) on the change in fair value of the derivative warrants on the condensed statements of operations. For the nine months ended September 30, 2023 and 2022, the Company recorded $1,488,300 and $20,359,469, respectively, as a gain on the change in fair value of the derivative warrants on the statements of operations. Upon issuance of the Private Placement Warrants, the Company recorded a loss of $4,680,000 for the excess fair value of the derivative warrants |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On November 10, 2023, the Board determined to liquidate and dissolve the Company in accordance with the provisions of the Company’s fourth amended and restated memorandum and articles of association, as amended. Accordingly, on November 10, 2023, the Company issued a press release announcing that it will redeem all of its outstanding Public Shares, effective as of November 28, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “ SEC Certain information and note disclosures normally included in the unaudited financial statements prepared in accordance with GAAP have been condensed. As such, except as disclosed herein, the information included in these unaudited condensed financial statements should be read in conjunction with the audited financial statements as of December 31, 2022 included in the Company’s Annual Report on Form 10-K/A filed with the SEC on April 5, 2023. In the opinion of the Company’s management, these unaudited condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of September 30, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any future period. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act |
Use of Estimates | Use of Estimates The preparation of 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 and 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2023 and December 31, 2022, the Company had cash of $210,210 and $332,764, respectively. The Company had no cash equivalents as of September 30, 2023 and December 31, 2022. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage 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, results of operations, and cash flows. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and money market funds, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investment income held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Offering Costs Associated with a Public Offering | Offering Costs Associated with a Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of 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 480, “ Distinguishing Liabilities from Equity. Effective with the closing of the 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 condensed balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption – December 31, 2022 $ 700,104,117 Accretion of carrying value to redemption value 7,429,517 Class A ordinary shares subject to possible redemption - March 31, 2023 707,533,634 Redemptions (525,979,281) Accretion of carrying value to redemption value 4,598,826 Class A ordinary shares subject to possible redemption – June 30, 2023 186,153,179 Accretion of carrying value to redemption value 2,427,362 Class A ordinary shares subject to possible redemption - September 30, 2023 $ 188,580,541 |
Income Taxes | Income Taxes ASC 740, “ Income Taxes 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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income per Ordinary Share | Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of ASC 260, “ Earnings Per Share The calculation of diluted net income per ordinary share does not consider the effect of the Warrants issued in connection with the (i) Public Offering, and (ii) the Private Placement since the exercise of the Warrants is contingent upon the occurrence of future events. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per ordinary share for the three and nine months ended September 30, 2023 and 2022: Three Months Ended Three Months Ended September 30, 2023 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,552,244 $ 1,495,032 $ 5,109,600 $ 1,277,400 Denominator: Basic and diluted weighted average shares outstanding 17,910,118 17,250,000 69,000,000 17,250,000 Basic and diluted net income per ordinary share $ 0.09 $ 0.09 $ 0.07 $ 0.07 Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 9,703,803 $ 4,052,754 $ 17,047,783 $ 4,261,946 Denominator: Basic and diluted weighted average shares outstanding 41,302,921 17,250,000 69,000,000 17,250,000 Basic and diluted net income per ordinary share $ 0.23 $ 0.23 $ 0.25 $ 0.25 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging Fair Value Measurement |
Warrant Instruments | Warrant Instruments The Company accounts for the Warrants issued in connection with the Public Offering and Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of September 30, 2023 and December 31, 2022, the carrying values of cash, prepaid expenses, deferred offering costs, accounts payable and accrued offering costs, and notes payable approximate their fair values primarily due to the short-term nature of the instruments, except for the derivative warrant liability (see Note 9). The Company’s investments held in the Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that comprise only U.S. treasury securities and are recognized at fair value. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Class A ordinary shares reflected in the condensed balance sheets | Class A ordinary shares subject to possible redemption – December 31, 2022 $ 700,104,117 Accretion of carrying value to redemption value 7,429,517 Class A ordinary shares subject to possible redemption - March 31, 2023 707,533,634 Redemptions (525,979,281) Accretion of carrying value to redemption value 4,598,826 Class A ordinary shares subject to possible redemption – June 30, 2023 186,153,179 Accretion of carrying value to redemption value 2,427,362 Class A ordinary shares subject to possible redemption - September 30, 2023 $ 188,580,541 |
Schedule of basic and diluted net income per ordinary share | Three Months Ended Three Months Ended September 30, 2023 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 1,552,244 $ 1,495,032 $ 5,109,600 $ 1,277,400 Denominator: Basic and diluted weighted average shares outstanding 17,910,118 17,250,000 69,000,000 17,250,000 Basic and diluted net income per ordinary share $ 0.09 $ 0.09 $ 0.07 $ 0.07 Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 9,703,803 $ 4,052,754 $ 17,047,783 $ 4,261,946 Denominator: Basic and diluted weighted average shares outstanding 41,302,921 17,250,000 69,000,000 17,250,000 Basic and diluted net income per ordinary share $ 0.23 $ 0.23 $ 0.25 $ 0.25 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis | September 30, December 31, Description Level 2023 2022 Assets: Investments held in Trust Account 1 $ 188,680,542 $ 700,204,118 Liabilities: Warrant Liability – Private Placement Warrants 2 $ 816,400 $ 1,456,000 Warrant Liability – Public Warrants 1 $ 1,083,300 $ 1,932,000 |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN - Sponsor and public offering (Details) | 9 Months Ended | ||
Feb. 12, 2021 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) item | Dec. 31, 2022 USD ($) | |
Sponsor and Public Offering | |||
Condition for future business combination number of businesses minimum | item | 1 | ||
Cash deposited into trust account | $ 690,000,000 | ||
Sale of private placement warrants (in shares) | shares | 24,200,000 | ||
Transaction costs | $ 39,066,690 | ||
Underwriting fees | 13,800,000 | ||
Deferred underwriting fees payable | 24,150,000 | $ 24,150,000 | $ 24,150,000 |
Public offering costs | 1,116,690 | ||
Transaction costs allocated to the public warrants and private placement warrants | $ 1,494,398 | ||
Cash and cash equivalents | $ 210,210 | $ 332,764 | |
Private placement warrants | |||
Sponsor and Public Offering | |||
Sale of private placement warrants (in shares) | shares | 10,400,000 | ||
Initial Public Offering, including Over-Allotment Option | |||
Sponsor and Public Offering | |||
Proceeds from issuance initial public offering | $ 690,000,000 | ||
Initial public offering | |||
Sponsor and Public Offering | |||
Number of units issued | shares | 69,000,000 | ||
Par value per unit | $ / shares | $ 0.00025 | ||
Over-allotment option | |||
Sponsor and Public Offering | |||
Number of units issued | shares | 9,000,000 | ||
Private placement | |||
Sponsor and Public Offering | |||
Proceeds from sale of private placement warrants | $ 15,600,000 | ||
Private placement | Private placement warrants | |||
Sponsor and Public Offering | |||
Sale of private placement warrants (in shares) | shares | 10,400,000 | ||
Price of warrant | $ / shares | $ 1.50 | ||
Private placement | Sponsor | Private placement warrants | |||
Sponsor and Public Offering | |||
Sale of private placement warrants (in shares) | shares | 10,400,000 | ||
Price of warrant | $ / shares | $ 1.50 | ||
Proceeds from sale of private placement warrants | $ 15,600,000 |
DESCRIPTION OF ORGANIZATION, _3
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN - Trust account (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Trust Account | ||
Maximum amount of interest income which may be used for payment of dissolution expenses | $ 100,000 | |
Condition for future business combination use of proceeds percentage | 100 | |
Condition for future business combination threshold percentage ownership | 100 | |
US Government Securities | ||
Trust Account | ||
Proceeds of the public offering | $ 188,680,542 | $ 700,204,118 |
DESCRIPTION OF ORGANIZATION, _4
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN - Initial business combination (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) item | |
Initial Business Combination | |
Condition for future business combination number of businesses minimum | item | 1 |
Redemption limit percentage without prior consent | 80 |
Maximum amount of interest income which may be used for payment of dissolution expenses | $ | $ 100,000 |
Redemption period upon closure | 10 days |
DESCRIPTION OF ORGANIZATION, _5
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN - Extension and Redemptions (Details) | 9 Months Ended | |||
May 05, 2023 USD ($) shares | Sep. 30, 2023 USD ($) item $ / shares shares | Apr. 04, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Condition for future business combination number of businesses minimum | item | 1 | |||
Period for completing the business combination from closing date of IPO | 27 months | |||
Condition for future business combination threshold net tangible assets | $ | $ 5,000,001 | |||
Amount in trust account | $ | $ 184,387,800 | $ 188,680,542 | $ 707,980,212 | $ 700,204,118 |
Class A ordinary shares subject to possible redemption | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Number of shares redeemed | 51,089,882 | |||
Number of shares outstanding | 17,910,118 | 17,910,118 | 69,000,000 | |
Class B Ordinary Shares | Sponsor | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Maximum number of shares transferred in exchange for non-redeemed shares | 2,999,346 | |||
Non-Redemption Agreements | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Non-redeemed shares | 14,996,730 | |||
Non-Redemption Agreements | Class B Ordinary Shares | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | ||||
Estimated fair value of shares attributable to non-redeeming shareholders | $ | $ 1,300,000 | |||
Estimated fair value per share of shares attributable to non-redeeming shareholders | $ / shares | $ 0.42 | |||
Maximum number of shares transferred in exchange for non-redeemed shares | 2,999,346 |
DESCRIPTION OF ORGANIZATION, _6
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN - Going concern (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Going Concern Considerations, Liquidity and Capital Resources | ||
Working capital deficit | $ 12,000,000 | |
Current liabilities | 12,499,403 | $ 10,226,608 |
Cash and cash equivalents | 210,210 | $ 332,764 |
Maximum amount of interest income which may be used for payment of dissolution expenses | $ 100,000 | |
Redemption period upon closure | 10 days |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of ordinary shares reflected in condensed balance sheet (Details) - Class A ordinary shares subject to possible redemption - USD ($) | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Reconciliation of ordinary shares reflected in the Condensed Balance Sheets | |||
Class A ordinary shares subject to redemption | $ 186,153,179 | $ 707,533,634 | $ 700,104,117 |
Redemptions | (525,979,281) | ||
Accretion of carrying value to redemption value | 2,427,362 | 4,598,826 | 7,429,517 |
Class A ordinary shares subject to redemption | $ 188,580,541 | $ 186,153,179 | $ 707,533,634 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net income per ordinary share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A ordinary shares | ||||
Numerator: | ||||
Allocation of net income, as adjusted | $ 1,552,244 | $ 5,109,600 | $ 9,703,803 | $ 17,047,783 |
Denominator: | ||||
Weighted average number of ordinary shares outstanding, basic | 17,910,118 | 69,000,000 | 41,302,921 | 69,000,000 |
Weighted average number of ordinary shares outstanding, diluted | 17,910,118 | 69,000,000 | 41,302,921 | 69,000,000 |
Basic net income per ordinary share | $ 0.09 | $ 0.07 | $ 0.23 | $ 0.25 |
Diluted net income per ordinary share | $ 0.09 | $ 0.07 | $ 0.23 | $ 0.25 |
Class B ordinary shares | ||||
Numerator: | ||||
Allocation of net income, as adjusted | $ 1,495,032 | $ 1,277,400 | $ 4,052,754 | $ 4,261,946 |
Denominator: | ||||
Weighted average number of ordinary shares outstanding, basic | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 |
Weighted average number of ordinary shares outstanding, diluted | 17,250,000 | 17,250,000 | 17,250,000 | 17,250,000 |
Basic net income per ordinary share | $ 0.09 | $ 0.07 | $ 0.23 | $ 0.25 |
Diluted net income per ordinary share | $ 0.09 | $ 0.07 | $ 0.23 | $ 0.25 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - USD ($) | Feb. 12, 2021 | Sep. 30, 2023 | May 05, 2023 | Dec. 31, 2022 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Cash and cash equivalents | $ 210,210 | $ 332,764 | ||
Cash | 0 | |||
Public offering costs | $ 1,116,690 | |||
Underwriter discount | 37,950,000 | |||
Transaction costs allocated to the public warrants and private placement warrants | $ 1,494,398 | |||
Unrecognized tax benefits | $ 0 | $ 0 | ||
Class A ordinary shares subject to possible redemption | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Number of shares outstanding | 17,910,118 | 17,910,118 | 69,000,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Feb. 12, 2021 | Sep. 30, 2023 | Dec. 31, 2022 |
Class A ordinary shares | |||
INITIAL PUBLIC OFFERING | |||
Number of shares in a unit | 1 | ||
Ordinary shares, par value (in dollars per share) | $ 0.00025 | $ 0.00025 | |
Initial Public Offering, including Over-Allotment Option | |||
INITIAL PUBLIC OFFERING | |||
Gross proceeds | $ 690,000,000 | ||
Initial public offering | |||
INITIAL PUBLIC OFFERING | |||
Number of units issued | 69,000,000 | ||
Purchase price, per unit | $ 10 | ||
Initial public offering | Public warrants | |||
INITIAL PUBLIC OFFERING | |||
Number of warrants in a unit | 0.2 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Initial public offering | Class A ordinary shares not subject to possible redemption | |||
INITIAL PUBLIC OFFERING | |||
Ordinary shares, par value (in dollars per share) | $ 0.00025 | ||
Over-allotment option | |||
INITIAL PUBLIC OFFERING | |||
Number of units issued | 9,000,000 | ||
Number of shares in a unit | 9,000,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) | Feb. 12, 2021 USD ($) $ / shares shares |
PRIVATE PLACEMENT | |
Number of warrants to purchase shares issued | 24,200,000 |
Private placement warrants | |
PRIVATE PLACEMENT | |
Number of warrants to purchase shares issued | 10,400,000 |
Private placement | |
PRIVATE PLACEMENT | |
Gross proceeds | $ | $ 15,600,000 |
Private placement | Private placement warrants | |
PRIVATE PLACEMENT | |
Number of warrants to purchase shares issued | 10,400,000 |
Price of warrants | $ / shares | $ 1.50 |
RELATED PARTIES - Founder share
RELATED PARTIES - Founder shares (Details) | 1 Months Ended | |||||||||
Feb. 21, 2021 $ / shares | Feb. 12, 2021 $ / shares shares | Feb. 02, 2021 | Jun. 30, 2022 director $ / shares shares | Feb. 28, 2021 shares | Jan. 31, 2020 USD ($) director $ / shares shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Feb. 03, 2021 shares | Dec. 23, 2020 $ / shares shares | |
Initial public offering | ||||||||||
RELATED PARTIES | ||||||||||
Number of units issued | 69,000,000 | |||||||||
Purchase price, per share | $ / shares | $ 10 | |||||||||
Class A ordinary shares | ||||||||||
RELATED PARTIES | ||||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.00025 | $ 0.00025 | ||||||||
Class B ordinary shares | ||||||||||
RELATED PARTIES | ||||||||||
Ordinary shares outstanding | 17,250,000 | 17,250,000 | ||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0000625 | $ 0.0000625 | ||||||||
Founder Shares | ||||||||||
RELATED PARTIES | ||||||||||
Percentage of issued and outstanding shares held | 20% | |||||||||
Number of units issued | 69,000,000 | |||||||||
Lockout period after business combination completion | 1 year | |||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | ||||||||
Founder Shares | Class A ordinary shares | ||||||||||
RELATED PARTIES | ||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||||||
Founder Shares | Class B ordinary shares | ||||||||||
RELATED PARTIES | ||||||||||
Ordinary shares outstanding | 17,250,000 | 11,500,000 | ||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0000625 | |||||||||
Percentage of issued and outstanding shares held | 20% | |||||||||
Founder Shares | Sponsor | ||||||||||
RELATED PARTIES | ||||||||||
Aggregate number of shares issued | 75,000 | |||||||||
Number of shares surrendered | 11,425,000 | 8,550,000 | ||||||||
Aggregate number of shares held | 17,175,000 | 17,250,000 | 14,300,000 | |||||||
Number of shares transferred | 25,000 | |||||||||
Shares transferred, price per share | $ / shares | $ 0.002174 | |||||||||
Aggregate price per share | $ / shares | $ 163.05 | |||||||||
Founder Shares | Independent Directors | ||||||||||
RELATED PARTIES | ||||||||||
Number of shares issued to each independent director | 25,000 | |||||||||
Number of independent directors | director | 3 | 3 | ||||||||
Purchase price, per share | $ / shares | $ 0.002174 | |||||||||
Aggregate purchase price | $ | $ 163.05 | |||||||||
Aggregate number of shares issued | 75,000 | |||||||||
Number of shares surrendered | 25,000 | 25,000 | ||||||||
Aggregate number of shares held | 25,000 | 25,000 |
RELATED PARTIES - Related party
RELATED PARTIES - Related party loans and working capital loans (Details) - USD ($) | 9 Months Ended | |||||
Sep. 30, 2023 | Dec. 31, 2022 | Jun. 08, 2022 | May 09, 2022 | Sep. 14, 2021 | Mar. 01, 2021 | |
RELATED PARTIES | ||||||
Advances from related party | $ 5,000,000 | $ 5,000,000 | ||||
March Note | ||||||
RELATED PARTIES | ||||||
Advances from related party | $ 1,500,000 | $ 1,500,000 | ||||
Notes Payable, Current, Related Party | Related Party | Related Party | ||||
Loan amount which may be convertible into warrants | $ 1,500,000 | |||||
Conversion price per warrant | $ 1.50 | |||||
March Note | Sponsor | ||||||
RELATED PARTIES | ||||||
Maximum borrowing capacity of related party loan | $ 1,500,000 | |||||
Interest rate | 0.11% | |||||
September Note | ||||||
RELATED PARTIES | ||||||
Advances from related party | $ 1,500,000 | $ 1,500,000 | ||||
Notes Payable, Current, Related Party | Related Party | Related Party | ||||
September Note | Sponsor | ||||||
RELATED PARTIES | ||||||
Maximum borrowing capacity of related party loan | $ 1,500,000 | |||||
Interest rate | 0.17% | |||||
May Note | ||||||
RELATED PARTIES | ||||||
Advances from related party | $ 1,000,000 | $ 1,000,000 | ||||
Notes Payable, Current, Related Party | Related Party | Related Party | ||||
May Note | Sponsor | ||||||
RELATED PARTIES | ||||||
Maximum borrowing capacity of related party loan | $ 1,000,000 | |||||
Interest rate | 1.40% | |||||
June Note | ||||||
RELATED PARTIES | ||||||
Advances from related party | $ 1,000,000 | $ 1,000,000 | ||||
June Note | Sponsor | ||||||
RELATED PARTIES | ||||||
Maximum borrowing capacity of related party loan | $ 1,000,000 | |||||
Interest rate | 1.68% | |||||
Working capital loans | ||||||
RELATED PARTIES | ||||||
Advances from related party | 0 | 0 | ||||
Working capital loans | Sponsor Or Affiliate Of The Sponsor Or Officers And Directors | ||||||
RELATED PARTIES | ||||||
Loan amount which may be convertible into warrants | 1,500,000 | |||||
Advances from Related Parties | Affiliates Of The Sponsor | ||||||
RELATED PARTIES | ||||||
Due to related parties | $ 0 | $ 0 | ||||
Non-Redemption Agreements | Sponsor | ||||||
RELATED PARTIES | ||||||
Non-redeemed shares | 2,999,364 |
RELATED PARTIES - Additional in
RELATED PARTIES - Additional information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Aug. 09, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Advances from Related Parties | Affiliates Of The Sponsor | ||||||
RELATED PARTIES | ||||||
Outstanding balance of related party loans | $ 0 | $ 0 | $ 0 | |||
Administrative Service Fee | Sponsor | ||||||
RELATED PARTIES | ||||||
Expenses incurred | $ 50,001 | $ 50,001 | 150,003 | $ 150,003 | ||
Monthly expenses | $ 16,667 | $ 16,667 | ||||
Term of administrative services agreement | 27 months | 27 months |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Feb. 12, 2021 USD ($) $ / shares shares |
COMMITMENTS AND CONTINGENCIES | |
Aggregate deferred underwriting fee payable | $ | $ 24,150,000 |
Over-allotment option | |
COMMITMENTS AND CONTINGENCIES | |
Underwriter option period (in days) | 30 days |
Number of units issued | shares | 9,000,000 |
Underwriting cash discount per unit | $ / shares | $ 0.20 |
Aggregate underwriter cash discount | $ | $ 13,800,000 |
Over-allotment option | Additional underwriter's option after exercise of full over-allotment | |
COMMITMENTS AND CONTINGENCIES | |
Deferred fee per unit | $ / shares | $ 0.35 |
Initial public offering | |
COMMITMENTS AND CONTINGENCIES | |
Number of units issued | shares | 69,000,000 |
SHAREHOLDERS' DEFICIT - Preferr
SHAREHOLDERS' DEFICIT - Preferred shares (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
SHAREHOLDERS' DEFICIT | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value, (per share) | $ 0.00025 | $ 0.00025 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' DEFICIT - Ordinar
SHAREHOLDERS' DEFICIT - Ordinary shares (Details) | Sep. 30, 2023 Vote shares | May 05, 2023 shares | Dec. 31, 2022 shares |
SHAREHOLDERS' EQUITY | |||
Ordinary shares, votes per share | Vote | 1 | ||
Converted basis of ordinary shares outstanding | 20% | ||
Class A ordinary shares | |||
SHAREHOLDERS' EQUITY | |||
Ordinary shares, shares authorized | 180,000,000 | 180,000,000 | |
Class A ordinary shares subject to possible redemption | |||
SHAREHOLDERS' EQUITY | |||
Class A ordinary shares subject to possible redemption (in shares) | 17,910,118 | 17,910,118 | 69,000,000 |
Class B ordinary shares | |||
SHAREHOLDERS' EQUITY | |||
Ordinary shares, shares authorized | 46,000,000 | 46,000,000 | |
Ordinary shares, shares issued | 17,250,000 | 17,250,000 | |
Ordinary shares, shares outstanding | 17,250,000 | 17,250,000 |
WARRANTS (Details)
WARRANTS (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Feb. 12, 2021 | |
WARRANTS | |||
Public warrants exercisable term from the closing of the initial public offering | 12 months | ||
Public warrants expire | 30 days | ||
Weighted average trading days | 20 days | ||
Ordinary shares exercisable | $ 18 | ||
Number of warrants to purchase shares issued | 24,200,000 | ||
Derivative warrant liability | $ 1,899,700 | $ 3,388,000 | $ 22,527,182 |
Minimum | |||
WARRANTS | |||
Weighted average trading days | 30 days | ||
Public warrants | |||
WARRANTS | |||
Public warrants exercisable term after the completion of a business combination | 30 days | ||
Threshold period for filling registration statement after business combination | 15 days | ||
Public warrants expire | 5 years | ||
Redemption price of warrants | $ 0.01 | ||
Number of warrants to purchase shares issued | 13,800,000 | ||
Private placement warrants | |||
WARRANTS | |||
Number of warrants to purchase shares issued | 10,400,000 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value hierarchy (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Feb. 12, 2021 |
Liabilities: | |||
Warrant Liability | $ 1,899,700 | $ 3,388,000 | $ 22,527,182 |
Recurring | Level 1 | |||
Assets: | |||
Investments held in Trust Account | 188,680,542 | 700,204,118 | |
Recurring | Level 1 | Public Warrants | |||
Liabilities: | |||
Warrant Liability | 1,083,300 | 1,932,000 | |
Recurring | Level 2 | Private Placement Warrants | |||
Liabilities: | |||
Warrant Liability | $ 816,400 | $ 1,456,000 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Feb. 12, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrant Liability | $ 1,899,700 | $ 1,899,700 | $ 3,388,000 | $ 22,527,182 | ||
Change in fair value of derivative warrants | 1,004,300 | $ 3,413,125 | 1,488,300 | $ 20,359,469 | ||
Level 3 | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Change in fair value of derivative warrants | $ 1,004,300 | $ 3,413,125 | 1,488,300 | $ 20,359,469 | ||
Loss on Derivative | $ 4,680,000 | |||||
Derivative, Loss, Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of derivative warrants |