Enphys Acquisition (NFSCF) 10-Q 18 Aug 23 2023 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 11, 2023
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Document Transition Report	false
Entity Registrant Name	ENPHYS ACQUISITION CORP.
Entity Central Index Key	0001850502
Entity Incorporation, State or Country Code	E9
Entity File Number	001-40879
Entity Tax Identification Number	87-2010879
Entity Address, Address Line One	100 Wall Street
Entity Address, Address Line Two	20th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10005
City Area Code	646
Local Phone Number	854-6565
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
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and a fraction of one redeemable warrant
Trading Symbol	NFYS.U
Security Exchange Name	NYSE
Class A Ordinary Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	NFYS
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		34,500,000
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units
Trading Symbol	NFYS.WS
Security Exchange Name	NYSE
Class B Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 8,226	$ 272,922
Prepaid expenses	120,011	201,178
Total Current Assets	128,237	474,100
Cash and marketable securities held in Trust Account	358,074,839	350,168,339
Total Assets	358,203,076	350,642,439
Current Liabilities:
Accounts payable and accrued expenses	267,322	249,758
Accrued offering costs	4,999	4,999
Total Current Liabilities	272,321	254,757
Derivative warrant liabilities	1,310,115	2,353,500
Deferred underwriting fees	12,075,000	12,075,000
Total Liabilities	13,657,436	14,683,257
COMMITMENTS AND CONTINGENCIES
Redeemable Class A Ordinary Shares Subject to Possible Redemption:
Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized, 34,500,000 shares issued and outstanding subject to possible redemption	358,074,839	350,168,339
Shareholders' deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(13,530,062)	(14,210,020)
Total Shareholders' Deficit	(13,529,199)	(14,209,157)
Total Liabilities, Redeemable Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	358,203,076	350,642,439
Class B Ordinary Shares [Member]
Shareholders' deficit:
Ordinary shares	$ 863	$ 863

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Shareholders' deficit:
Preferred shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares authorized (in shares)	1,000,000	1,000,000
Preferred shares, shares issued (in shares)	0	0
Preferred shares, shares outstanding (in shares)	0	0
Class A Ordinary Shares [Member]
Redeemable Class A Ordinary Shares:
Ordinary Share, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	300,000,000	300,000,000
Ordinary shares, shares issued (in shares)	34,500,000	34,500,000
Ordinary shares, shares outstanding (in shares)	34,500,000	34,500,000
Shareholders' deficit:
Ordinary shares, par value (in dollars per share)	$ 0.0001
Ordinary shares, shares authorized (in shares)	300,000,000
Ordinary shares, shares issued (in shares)	34,500,000	34,500,000
Ordinary shares, shares outstanding (in shares)	34,500,000	34,500,000
Class B Ordinary Shares [Member]
Shareholders' deficit:
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	30,000,000	30,000,000
Ordinary shares, shares issued (in shares)	8,625,000	8,625,000
Ordinary shares, shares outstanding (in shares)	8,625,000	8,625,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
EXPENSES
TOTAL EXPENSES	$ 181,497	$ 393,858	$ 363,427	$ 580,730
OTHER INCOME
Income earned on cash and marketable securities held in Trust Account	4,138,987	386,214	7,906,500	445,270
Change in fair value of derivative warrant liabilities	1,827,885	2,979,700	1,043,385	8,765,000
TOTAL OTHER INCOME	5,966,872	3,365,914	8,949,885	9,210,270
Net income	$ 5,785,375	$ 2,972,056	$ 8,586,458	$ 8,629,540
Class A Ordinary Shares [Member]
OTHER INCOME
Basic weighted average shares outstanding (in shares)	34,500,000	34,500,000	34,500,000	34,500,000
Diluted weighted average shares outstanding (in shares)	34,500,000	34,500,000	34,500,000	34,500,000
Basic net income share (in dollars per share)	$ 0.16	$ 0.07	$ 0.24	$ 0.2
Diluted net income share (in dollars per share)	$ 0.16	$ 0.07	$ 0.24	$ 0.2
Class B Ordinary Shares [Member]
OTHER INCOME
Basic weighted average shares outstanding (in shares)	8,625,000	8,625,000	8,625,000	8,625,000
Diluted weighted average shares outstanding (in shares)	8,625,000	8,625,000	8,625,000	8,625,000
Basic net income share (in dollars per share)	$ 0.04	$ 0.06	$ 0.02	$ 0.19
Diluted net income share (in dollars per share)	$ 0.04	$ 0.06	$ 0.02	$ 0.19
Related Party [Member]
EXPENSES
General and administrative expenses	$ 30,000	$ 30,000	$ 60,000	$ 60,000
Nonrelated Party [Member]
EXPENSES
General and administrative expenses	$ 151,497	$ 363,858	$ 303,427	$ 520,730

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Ordinary Shares [Member] Class B Ordinary Shares [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2021	$ 863	$ 0	$ (23,889,167)	$ (23,888,304)
Beginning balance (in shares) at Dec. 31, 2021	8,625,000
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Accretion of Class A ordinary shares to redemption value	$ 0	0	(59,056)	(59,056)
Net income	0	0	5,657,484	5,657,484
Ending balance at Mar. 31, 2022	$ 863	0	(18,290,739)	(18,289,876)
Ending balance (in shares) at Mar. 31, 2022	8,625,000
Beginning balance at Dec. 31, 2021	$ 863	0	(23,889,167)	(23,888,304)
Beginning balance (in shares) at Dec. 31, 2021	8,625,000
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Net income				8,629,540
Ending balance at Jun. 30, 2022	$ 863	0	(15,704,897)	(15,704,034)
Ending balance (in shares) at Jun. 30, 2022	8,625,000
Beginning balance at Mar. 31, 2022	$ 863	0	(18,290,739)	(18,289,876)
Beginning balance (in shares) at Mar. 31, 2022	8,625,000
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Accretion of Class A ordinary shares to redemption value	$ 0	0	(386,214)	(386,214)
Net income	0	0	2,972,056	2,972,056
Ending balance at Jun. 30, 2022	$ 863	0	(15,704,897)	(15,704,034)
Ending balance (in shares) at Jun. 30, 2022	8,625,000
Beginning balance at Dec. 31, 2022	$ 863	0	(14,210,020)	(14,209,157)
Beginning balance (in shares) at Dec. 31, 2022	8,625,000
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Accretion of Class A ordinary shares to redemption value	$ 0	0	(3,767,513)	(3,767,513)
Net income	0	0	2,801,083	2,801,083
Ending balance at Mar. 31, 2023	$ 863	0	(15,176,450)	(15,175,587)
Ending balance (in shares) at Mar. 31, 2023	8,625,000
Beginning balance at Dec. 31, 2022	$ 863	0	(14,210,020)	(14,209,157)
Beginning balance (in shares) at Dec. 31, 2022	8,625,000
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Net income				8,586,458
Ending balance at Jun. 30, 2023	$ 863	0	(13,530,062)	(13,529,199)
Ending balance (in shares) at Jun. 30, 2023	8,625,000
Beginning balance at Mar. 31, 2023	$ 863	0	(15,176,450)	(15,175,587)
Beginning balance (in shares) at Mar. 31, 2023	8,625,000
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Accretion of Class A ordinary shares to redemption value	$ 0	0	(4,138,987)	(4,138,987)
Net income	0	0	5,785,375	5,785,375
Ending balance at Jun. 30, 2023	$ 863	$ 0	$ (13,530,062)	$ (13,529,199)
Ending balance (in shares) at Jun. 30, 2023	8,625,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Cash Flows From Operating Activities:
Net income	$ 5,785,375	$ 2,972,056	$ 8,586,458	$ 8,629,540
Adjustments to reconcile net income to net cash used in operating activities:
Accreted income on investment held in Trust Account	(4,138,987)	(386,214)	(7,906,500)	(445,270)
Change in fair value of derivative warrant liabilities	(1,827,885)	(2,979,700)	(1,043,385)	(8,765,000)
Changes in operating assets and liabilities:
Prepaid expenses			81,167	9,879
Other assets			0	77,976
Accounts payable and accrued expenses			17,564	350,859
Net Cash Used In Operating Activities			(264,696)	(142,016)
Cash Flows From Investing Activities:
Proceeds from redemption of U.S. government treasury obligations			1,775,224,853	345,280,102
Purchase of U.S. government treasury obligations			(1,417,150,014)	(345,280,102)
Net Cash Provided By Investing Activities			358,074,839	0
Cash Flows From Financing Activities:
Proceeds from repayment of due from Sponsor			0	100,000
Payment of offering costs			0	(164,143)
Net Cash used in Financing Activities			0	(64,143)
Net change in cash, cash equivalents and restricted cash			357,810,143	(206,159)
Cash, cash equivalents and restricted cash at beginning of period			272,922	811,442
Cash, cash equivalents and restricted cash at end of period	$ 358,083,065	$ 605,283	358,083,065	605,283
Supplemental disclosure of non-cash financing activities:
Accretion of Class A ordinary shares to redemption value			$ 7,906,500	$ 445,270

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN	6 Months Ended
	Jun. 30, 2023
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Enphys Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on March 3, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not commenced any operations. All activity for the period from March 3, 2021 (inception) through June 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. Initial Financing and Sponsor The registration statement for the Company’s Initial Public Offering was declared effective on October 5, 2021. On October 8, 2021, the Company consummated the Initial Public Offering of 30.0 million units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 8.0 million warrants (the “Private Placement Warrants”) to Enphys Acquisition Sponsor LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $8.0 million. On October 8, 2021, the underwriters purchased an additional 4.5 million Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $45,000,000. Also, in connection with the partial exercise of the over-allotment option, the Sponsor purchased an additional 900,000 Private Placement Warrants at a purchase price of $1.00 per warrant. Trust Account Following the closing of the Initial Public Offering and the exercise of the overallotment option on October 8, 2021, an amount of $345.0 million ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and $6.9 million from the Private Placement Warrants were placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. The Company deposited the remaining $2.0 million of the net proceeds of the Private Placement Warrants into a bank account for working capital purposes. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded as temporary equity upon the completion of the Initial Public Offering and subsequently accreted to redemption value in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the U.S. Securities and Exchange Commission’s (“SEC”) “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its second amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Class B ordinary shares previously issued in March 2021 (the “Founder Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shares’ rights or pre-business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting fees held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern, Liquidity and Management’s Plan As of June 30, 2023, the Company had $8,226 in cash and working capital deficit of $144,084. At December 31, 2022, we had $272,922 in cash and working capital of $219,343. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Combination Period is less than one year from the date of the issuance of the financial statements. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period and the Company does not have sufficient cash and working capital to sustain its operation. As a result, these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of the uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the recent invasion by Russia of Ukraine and any further escalation of hostilities related thereto, terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), on the industry and has concluded that while it is reasonably possible that such events could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 13, 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 June 30, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. Cash and Marketable Securities held in Trust Account The Company’s portfolio of marketable securities held in the Trust Account are comprised of U.S. Treasury securities that invest primarily in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities and interest and dividends is included in income earned on marketable securities held in Trust Account in the accompanying statements of operations. As of June 30, 2023, the balance in the Trust Account consisted of cash and cash equivalents. Class A Ordinary Shares subject to Possible Redemption The Company’s Class A ordinary shares contain certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital, or in the absence of additional capital, in accumulated deficit, in the statements of changes in shareholders’ deficit. At June 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the balance sheets is reconciled in the following table: Gross proceeds, October 8, 2021 $ 345,000,000 Less: Issuance costs allocated to Class A ordinary shares (32,658,945 ) Proceeds allocated to Public Warrants (11,212,500 ) (43,871,445 ) Plus: Remeasurement adjustment of carrying value to redemption value 43,902,292 Balance, December 31, 2021 $ 345,030,847 Remeasurement adjustment of carrying value to redemption value 5,137,492 Balance, December 31, 2022 350,168,339 Remeasurement adjustment of carrying value to redemption value 7,906,500 Balance, June 30, 2023 $ 358,074,839 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income per Share Net income per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating earnings and losses per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income (loss) per ordinary share of does not consider the effect of the warrants issued in connection with the (i) Public Offering and (ii) Private Placement, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings and losses per ordinary share is the same as basic earnings and losses per ordinary share for the periods presented. The warrants are exercisable to purchase 26,150,000 Class A ordinary shares in the aggregate. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the three months ended June 30, 2023: For the Three Months Ended June 30, 2023 Net income $ 5,785,375 Accretion of temporary equity to redemption value (4,138,987 ) Net income including accretion of temporary equity to redemption value $ 1,646,388 For the Three Months Ended June 30, 2023 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 1,317,110 $ 329,278 Allocation of accretion of temporary equity to Class A Ordinary shares 4,138,987 - Allocation of net income (loss) $ 5,456,097 $ 329,278 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.16 $ 0.04 The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts) for the three months ended June 30, 2022: For the Three Months Ended June 30, 2022 Net income $ 2,972,056 Accretion of temporary equity to redemption value (386,214 ) Net income including accretion of temporary equity to redemption value $ 2,585,842 For the Three Months Ended June 30, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 2,068,674 $ 517,168 Allocation of accretion of temporary equity to Class A Ordinary shares 386,214 - Allocation of net income $ 2,454,888 $ 517,168 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.07 $ 0.06 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the six months ended June 30, 2023: For the Six Months Ended June 30, 2023 Net income $ 8,586,458 Accretion of temporary equity to redemption value (7,906,500 ) Net income including accretion of temporary equity to redemption value $ 679,958 For the Six Months Ended June 30, 2023 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 543,966 $ 135,992 Allocation of accretion of temporary equity to Class A Ordinary shares 7,906,500 - Allocation of net income (loss) $ 8,450,466 $ 135,992 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.24 $ 0.02 The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts) for the six months ended June 30, 2022: For the Six Months Ended June 30, 2022 Net income $ 8,629,540 Accretion of temporary equity to redemption value (445,270 ) Net income including accretion of temporary equity to redemption value $ 8,184,270 For the Six Months Ended June 30, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 6,547,416 $ 1,636,854 Allocation of accretion of temporary equity to Class A Ordinary shares 445,270 - Allocation of net income $ 6,992,686 $ 1,636,854 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.20 $ 0.19 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. As of June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account. The Company places its cash with major banks and monitors the credit ratings of such banks. The concentration of cash in our Trust Account as of June 30, 2023 exposes the Company to increased credit risk with such banks. The failures of Silicon Valley Bank and Signature Bank on March raised significant concerns regarding potential risks to deposits at Republic Bank (“FRB”), including the operating account of the Company held at FRB. On March the Company and its management moved to protect the funds in the operating account by reducing the funds held within the FRB Account, for the benefit of the Company and its shareholders, an aggregate amount of to a trust account held by an independent party. The Company transferred the remaining funds of $63,875 to accounts now owned by JP Morgan Chase on May 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. U.S. 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 or 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. The fair value of the Company’s financial assets and liabilities, except for derivative warrant liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature (see Note 8). Derivative Warrant Liabilities The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging Share-based Compensation Expense Share-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a share-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. 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 financial statements.

PRIVATE PLACEMENTS

PRIVATE PLACEMENTS	6 Months Ended
	Jun. 30, 2023
PRIVATE PLACEMENTS [Abstract]
PRIVATE PLACEMENTS	NOTE 3 - PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 8,000,000 warrants (the “Private Placement Warrants”) to Enphys Acquisition Sponsor LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $8,000,000. In connection with the exercise of the over-allotment option, the Sponsor purchased an additional 900,000 Private Placement Warrants at a purchase price of $1.00 per warrant. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units 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 Units will be worthless. The Private Placement Warrants (including 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 exceptions.

RELATED PARTIES

RELATED PARTIES	6 Months Ended
	Jun. 30, 2023
RELATED PARTIES [Abstract]
RELATED PARTIES	NOTE 4 - RELATED PARTIES Founder Shares During the period ended March 4, 2021, the Sponsor received 7,187,500 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate price of $25,000 in exchange for paying certain expenses on behalf of the Company. On October 5, 2021, the Company effected a share capitalization issuing 0.2 of a share for each ordinary share in issue, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. Upon exercise of the underwriter’s overallotment option, these shares are no longer subject to forfeiture. Concurrent with the offering, the Sponsor transferred 20,000 Founder Shares to each of the Company’s independent directors as consideration for services already performed on behalf of the Company. These 80,000 Founder Shares were not subject to forfeiture in the event that the underwriter’s did not exercise the over-allotment option. Upon transfer of these shares, the Company recorded $557,600 of share-based compensation for services provided by the independent directors in 2021. Upon close of the Initial Public Offering, the anchor investors received 2,050,200 Founder Shares (“Anchor Shares”) with the Company cancelling an equivalent number of shares. The grant date fair value of the shares transferred was $6.97 per share or an aggregate of $14,289,894 which was treated as an offering cost in accordance with Staff Accounting Bulletin 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering in the same proportion that the proceeds were allocated to such instruments. The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. General and Administrative Services Commencing on the date the Units are first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three months ended June 30, 2023 and 2022, the Company recorded $30,000 in fees pursuant to the agreement, which are recorded in the condensed statements of operations. During the six months ended June 30, 2023 and 2022, the Company recorded $60,000 in fees pursuant to the agreement, which are recorded in the condensed statements of operations. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2023 and December 31, 2022, there were no amounts outstanding under the Working Capital Loans.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5 - COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting fees. The underwriters were entitled to a cash underwriting fee of $0.20 per Unit, or $6,000,000 in the aggregate (or $6,900,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate (or $12,075,000 in the aggregate if the underwriters’ over-allotment option is exercised in full). On October 8, 2021, the underwriters purchased an additional 4,500,000 Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $45,000,000. The deferred underwriting fee of $12,075,000 will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes the Business Combination, subject to the terms of the underwriting agreement.

SHAREHOLDER'S EQUITY

SHAREHOLDER'S EQUITY	6 Months Ended
	Jun. 30, 2023
SHAREHOLDER'S EQUITY [Abstract]
SHAREHOLDER'S EQUITY	NOTE 6 - SHAREHOLDER’S EQUITY Preferred Shares Class A Ordinary Shares share. Class B Ordinary Shares for each share. As of June 30, 2023 and December 31, 2022, there were 8,625,000 shares of Class B ordinary shares issued and outstanding. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the offering. The shares of Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B ordinary shares shall convert into shares of Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all shares of Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of Initial Public Offering plus all shares of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A ordinary shares redeemed in connection with a Business Combination), excluding any Class A ordinary shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination and any Private Placement Warrants issued to the Sponsor.

DERIVATIVE WARRANT LIABILITIES

DERIVATIVE WARRANT LIABILITIES	6 Months Ended
	Jun. 30, 2023
DERIVATIVE WARRANT LIABILITIES [Abstract]
DERIVATIVE WARRANT LIABILITIES	NOTE 7 – DERIVATIVE WARRANT LIABILITIES The Company accounts for the 26,150,000 warrants to be issued in connection with the Initial Public Offering (representing 17,250,000 Public Warrants and 8,900,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40, “ Derivatives and Hedging Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A ordinary share pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and • if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-trading day period ending on the third If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or Exceeds $10.00 • in whole and not in part; • at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-trading day period ending on the third • if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A ordinary share) as the outstanding public warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2023
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, 2022 Assets: Cash and Marketable Securities held in Trust Account 1 $ 358,074,839 $ 350,168,339 Liabilities: Derivative warrant liabilities – Private Placement Warrants 2 $ 445,890 $ 801,000 Derivative warrant liabilities – Public Warrants 1 864,225 1,552,500 $ 1,310,115 $ 2,353,500 The Warrants are measured at fair value on a recurring basis. As of June 30, 2023 and December 31, 2022, the fair value of the Public Warrants is determined using quoted market prices and are classified as Level 1, and the Private Warrants are benchmarked to the fair value of the Public Warrants and are classified as Level 2 . The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis: Private Placement Warrants Public Warrants Total Fair value at December 31, 2022 $ 801,000 $ 1,552,500 $ 2,353,500 Change in fair value (355,110 ) (688,275 ) (1,043,385 ) Fair value at June 30, 2023 $ 445,890 $ 864,225 $ 1,310,115 Private Placement Warrants Public Warrants Total Fair value at December 31, 2021 $ 4,324,000 $ 8,625,000 $ 12,949,000 Change in fair value (2,900,000 ) (5,865,000 ) (8,765,000 ) Fair value at June 30 2022 $ 1,424,000 $ 2,760,000 $ 4,184,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 13, 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 June 30, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash Equivalents	Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.
Cash and Marketable Securities held in Trust Account	Cash and Marketable Securities held in Trust Account The Company’s portfolio of marketable securities held in the Trust Account are comprised of U.S. Treasury securities that invest primarily in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities and interest and dividends is included in income earned on marketable securities held in Trust Account in the accompanying statements of operations. As of June 30, 2023, the balance in the Trust Account consisted of cash and cash equivalents.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares subject to Possible Redemption The Company’s Class A ordinary shares contain certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in-capital, or in the absence of additional capital, in accumulated deficit, in the statements of changes in shareholders’ deficit. At June 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the balance sheets is reconciled in the following table: Gross proceeds, October 8, 2021 $ 345,000,000 Less: Issuance costs allocated to Class A ordinary shares (32,658,945 ) Proceeds allocated to Public Warrants (11,212,500 ) (43,871,445 ) Plus: Remeasurement adjustment of carrying value to redemption value 43,902,292 Balance, December 31, 2021 $ 345,030,847 Remeasurement adjustment of carrying value to redemption value 5,137,492 Balance, December 31, 2022 350,168,339 Remeasurement adjustment of carrying value to redemption value 7,906,500 Balance, June 30, 2023 $ 358,074,839
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Net Income per Share	Net Income per Share Net income per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating earnings and losses per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income (loss) per ordinary share of does not consider the effect of the warrants issued in connection with the (i) Public Offering and (ii) Private Placement, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings and losses per ordinary share is the same as basic earnings and losses per ordinary share for the periods presented. The warrants are exercisable to purchase 26,150,000 Class A ordinary shares in the aggregate. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the three months ended June 30, 2023: For the Three Months Ended June 30, 2023 Net income $ 5,785,375 Accretion of temporary equity to redemption value (4,138,987 ) Net income including accretion of temporary equity to redemption value $ 1,646,388 For the Three Months Ended June 30, 2023 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 1,317,110 $ 329,278 Allocation of accretion of temporary equity to Class A Ordinary shares 4,138,987 - Allocation of net income (loss) $ 5,456,097 $ 329,278 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.16 $ 0.04 The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts) for the three months ended June 30, 2022: For the Three Months Ended June 30, 2022 Net income $ 2,972,056 Accretion of temporary equity to redemption value (386,214 ) Net income including accretion of temporary equity to redemption value $ 2,585,842 For the Three Months Ended June 30, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 2,068,674 $ 517,168 Allocation of accretion of temporary equity to Class A Ordinary shares 386,214 - Allocation of net income $ 2,454,888 $ 517,168 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.07 $ 0.06 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the six months ended June 30, 2023: For the Six Months Ended June 30, 2023 Net income $ 8,586,458 Accretion of temporary equity to redemption value (7,906,500 ) Net income including accretion of temporary equity to redemption value $ 679,958 For the Six Months Ended June 30, 2023 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 543,966 $ 135,992 Allocation of accretion of temporary equity to Class A Ordinary shares 7,906,500 - Allocation of net income (loss) $ 8,450,466 $ 135,992 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.24 $ 0.02 The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts) for the six months ended June 30, 2022: For the Six Months Ended June 30, 2022 Net income $ 8,629,540 Accretion of temporary equity to redemption value (445,270 ) Net income including accretion of temporary equity to redemption value $ 8,184,270 For the Six Months Ended June 30, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 6,547,416 $ 1,636,854 Allocation of accretion of temporary equity to Class A Ordinary shares 445,270 - Allocation of net income $ 6,992,686 $ 1,636,854 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.20 $ 0.19
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed federally insured limits. As of June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account. The Company places its cash with major banks and monitors the credit ratings of such banks. The concentration of cash in our Trust Account as of June 30, 2023 exposes the Company to increased credit risk with such banks. The failures of Silicon Valley Bank and Signature Bank on March raised significant concerns regarding potential risks to deposits at Republic Bank (“FRB”), including the operating account of the Company held at FRB. On March the Company and its management moved to protect the funds in the operating account by reducing the funds held within the FRB Account, for the benefit of the Company and its shareholders, an aggregate amount of to a trust account held by an independent party. The Company transferred the remaining funds of $63,875 to accounts now owned by JP Morgan Chase on May
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. U.S. 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 or 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. The fair value of the Company’s financial assets and liabilities, except for derivative warrant liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature (see Note 8).
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging
Share-based Compensation Expense	Share-based Compensation Expense Share-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a share-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred.
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 financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Class A Ordinary Shares subject to Possible Redemption	At June 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the balance sheets is reconciled in the following table: Gross proceeds, October 8, 2021 $ 345,000,000 Less: Issuance costs allocated to Class A ordinary shares (32,658,945 ) Proceeds allocated to Public Warrants (11,212,500 ) (43,871,445 ) Plus: Remeasurement adjustment of carrying value to redemption value 43,902,292 Balance, December 31, 2021 $ 345,030,847 Remeasurement adjustment of carrying value to redemption value 5,137,492 Balance, December 31, 2022 350,168,339 Remeasurement adjustment of carrying value to redemption value 7,906,500 Balance, June 30, 2023 $ 358,074,839
Basic and Diluted Net Income (Loss) Per Ordinary Share	The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the three months ended June 30, 2023: For the Three Months Ended June 30, 2023 Net income $ 5,785,375 Accretion of temporary equity to redemption value (4,138,987 ) Net income including accretion of temporary equity to redemption value $ 1,646,388 For the Three Months Ended June 30, 2023 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 1,317,110 $ 329,278 Allocation of accretion of temporary equity to Class A Ordinary shares 4,138,987 - Allocation of net income (loss) $ 5,456,097 $ 329,278 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.16 $ 0.04 The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts) for the three months ended June 30, 2022: For the Three Months Ended June 30, 2022 Net income $ 2,972,056 Accretion of temporary equity to redemption value (386,214 ) Net income including accretion of temporary equity to redemption value $ 2,585,842 For the Three Months Ended June 30, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 2,068,674 $ 517,168 Allocation of accretion of temporary equity to Class A Ordinary shares 386,214 - Allocation of net income $ 2,454,888 $ 517,168 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.07 $ 0.06 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the six months ended June 30, 2023: For the Six Months Ended June 30, 2023 Net income $ 8,586,458 Accretion of temporary equity to redemption value (7,906,500 ) Net income including accretion of temporary equity to redemption value $ 679,958 For the Six Months Ended June 30, 2023 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 543,966 $ 135,992 Allocation of accretion of temporary equity to Class A Ordinary shares 7,906,500 - Allocation of net income (loss) $ 8,450,466 $ 135,992 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.24 $ 0.02 The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts) for the six months ended June 30, 2022: For the Six Months Ended June 30, 2022 Net income $ 8,629,540 Accretion of temporary equity to redemption value (445,270 ) Net income including accretion of temporary equity to redemption value $ 8,184,270 For the Six Months Ended June 30, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 6,547,416 $ 1,636,854 Allocation of accretion of temporary equity to Class A Ordinary shares 445,270 - Allocation of net income $ 6,992,686 $ 1,636,854 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.20 $ 0.19

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2023
FAIR VALUE MEASUREMENTS [Abstract]
Assets and Liabilities Measured at Fair Value	The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, 2022 Assets: Cash and Marketable Securities held in Trust Account 1 $ 358,074,839 $ 350,168,339 Liabilities: Derivative warrant liabilities – Private Placement Warrants 2 $ 445,890 $ 801,000 Derivative warrant liabilities – Public Warrants 1 864,225 1,552,500 $ 1,310,115 $ 2,353,500
Changes in Fair Value of Financial Instruments Measured at Fair Value on Recurring Basis	The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis: Private Placement Warrants Public Warrants Total Fair value at December 31, 2022 $ 801,000 $ 1,552,500 $ 2,353,500 Change in fair value (355,110 ) (688,275 ) (1,043,385 ) Fair value at June 30, 2023 $ 445,890 $ 864,225 $ 1,310,115 Private Placement Warrants Public Warrants Total Fair value at December 31, 2021 $ 4,324,000 $ 8,625,000 $ 12,949,000 Change in fair value (2,900,000 ) (5,865,000 ) (8,765,000 ) Fair value at June 30 2022 $ 1,424,000 $ 2,760,000 $ 4,184,000

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN, Initial Financing and Sponsor (Details)	Oct. 08, 2021 USD ($) $ / shares shares
Proceeds from Issuance of Equity [Abstract]
Gross proceeds from initial public offering | $	$ 345,000,000
Warrants issued (in shares)	26,150,000
Private Placement Warrants [Member]
Proceeds from Issuance of Equity [Abstract]
Warrants issued (in shares)	8,900,000
Initial Public Offering [Member]
Proceeds from Issuance of Equity [Abstract]
Gross proceeds from initial public offering | $	$ 345,000,000
Initial Public Offering [Member] | Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)	30,000,000
Gross proceeds from initial public offering | $	$ 300,000,000
Private Placement [Member] | Private Placement Warrants [Member]
Proceeds from Issuance of Equity [Abstract]
Warrants issued (in shares)	8,000,000
Share price (in dollars per share) | $ / shares	$ 1
Proceeds from private placement of warrants | $	$ 8,000,000
Over-Allotment Option [Member] | Public Shares [Member]
Proceeds from Issuance of Equity [Abstract]
Units issued (in shares)	4,500,000
Gross proceeds from initial public offering | $	$ 45,000,000
Share price (in dollars per share) | $ / shares	$ 10
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Proceeds from Issuance of Equity [Abstract]
Warrants issued (in shares)	900,000
Share price (in dollars per share) | $ / shares	$ 1

DESCRIPTION OF ORGANIZATION A_3

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN, Trust Account (Details) - USD ($)		6 Months Ended
	Oct. 08, 2021	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Proceeds from Issuance or Sale of Equity [Abstract]
Gross proceeds from initial public offering	$ 345,000,000
Cash deposited in Trust Account per Unit (in dollars per share)	$ 10	$ 10
Net proceeds deposited in Trust Account		$ 1,417,150,014	$ 345,280,102
Remaining net proceeds deposited into a bank		$ 8,226		$ 272,922
Private Placement Warrants [Member]
Proceeds from Issuance or Sale of Equity [Abstract]
Net proceeds deposited in Trust Account	$ 6,900,000
Remaining net proceeds deposited into a bank	$ 2,000,000

DESCRIPTION OF ORGANIZATION A_4

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN, Initial Business Combination (Details)		6 Months Ended
	Oct. 08, 2021 $ / shares	Jun. 30, 2023 USD ($) Business $ / shares
Proceeds from Issuance or Sale of Equity [Abstract]
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares	$ 10	$ 10
Net tangible asset threshold for redeeming Public Shares		$ 5,000,001
Percentage of Public Shares that can be redeemed without prior consent		15%
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period		100%
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period		10 days
Minimum [Member]
Proceeds from Issuance or Sale of Equity [Abstract]
Number of operating businesses included in initial Business Combination | Business		1
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination		80%
Post-transaction ownership percentage of the target business		50%
Maximum [Member]
Proceeds from Issuance or Sale of Equity [Abstract]
Period of business combination from the closing of initial public offering		24 months
Amount of interest to pay dissolution expenses		$ 100,000

DESCRIPTION OF ORGANIZATION A_5

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN, Liquidity and Management's Plan (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Liquidity and Management's Plan [Abstract]
Cash	$ 8,226	$ 272,922
Working capital (deficit)	$ (144,084)	$ 219,343

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash Equivalents (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Ordinary Shares subject to Possible Redemption (Details) - USD ($)		3 Months Ended		6 Months Ended		12 Months Ended
	Oct. 08, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Class A Ordinary Shares Subject to Possible Redemption [Abstract]
Gross proceeds	$ 345,000,000
Issuance costs allocated to Class A ordinary shares				$ 0	$ (164,143)
Accretion of temporary equity to redemption value		$ (4,138,987)	$ (386,214)	(7,906,500)	$ (445,270)
Class A ordinary shares subject to possible redemption		358,074,839		358,074,839		$ 350,168,339
Initial Public Offering [Member]
Class A Ordinary Shares Subject to Possible Redemption [Abstract]
Gross proceeds	$ 345,000,000
Accretion of temporary equity to redemption value							$ (43,871,445)
Remeasurement adjustment of carrying value to redemption value				7,906,500		5,137,492	43,902,292
Class A ordinary shares subject to possible redemption		$ 358,074,839		$ 358,074,839		$ 350,168,339	345,030,847
Initial Public Offering [Member] | Public Warrants [Member]
Class A Ordinary Shares Subject to Possible Redemption [Abstract]
Proceeds allocated to Public Warrants							(11,212,500)
Initial Public Offering [Member] | Class A Ordinary Shares [Member]
Class A Ordinary Shares Subject to Possible Redemption [Abstract]
Issuance costs allocated to Class A ordinary shares							$ (32,658,945)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0	$ 0
Accrued interest and penalties	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income Per Share (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Net Income (Loss) per Ordinary Share [Abstract]
Net income	$ 5,785,375	$ 2,801,083	$ 2,972,056	$ 5,657,484	$ 8,586,458	$ 8,629,540
Accretion of temporary equity to redemption value	(4,138,987)		(386,214)		(7,906,500)	(445,270)
Net income including accretion of temporary equity to redemption value	1,646,388		2,585,842		679,958	8,184,270
Numerator [Abstract]
Allocation of net income including accretion of temporary equity	1,646,388		2,585,842		679,958	8,184,270
Class A Ordinary Shares [Member]
Net Income (Loss) per Ordinary Share [Abstract]
Net income including accretion of temporary equity to redemption value	1,317,110		2,068,674		543,966	6,547,416
Numerator [Abstract]
Allocation of net income including accretion of temporary equity	1,317,110		2,068,674		543,966	6,547,416
Allocation of accretion of temporary equity to Class A Ordinary shares	4,138,987		386,214		7,906,500	445,270
Allocation of net income (loss)	$ 5,456,097		$ 2,454,888		$ 8,450,466	$ 6,992,686
Denominator [Abstract]
Basic weighted average shares outstanding (in shares)	34,500,000		34,500,000		34,500,000	34,500,000
Diluted weighted average shares outstanding (in shares)	34,500,000		34,500,000		34,500,000	34,500,000
Basic net income per ordinary share (in dollars per share)	$ 0.16		$ 0.07		$ 0.24	$ 0.2
Diluted net income per ordinary share (in dollars per share)	$ 0.16		$ 0.07		$ 0.24	$ 0.2
Class B Ordinary Shares [Member]
Net Income (Loss) per Ordinary Share [Abstract]
Net income including accretion of temporary equity to redemption value	$ 329,278		$ 517,168		$ 135,992	$ 1,636,854
Numerator [Abstract]
Allocation of net income including accretion of temporary equity	329,278		517,168		135,992	1,636,854
Allocation of accretion of temporary equity to Class A Ordinary shares	0		0		0	0
Allocation of net income (loss)	$ 329,278		$ 517,168		$ 135,992	$ 1,636,854
Denominator [Abstract]
Basic weighted average shares outstanding (in shares)	8,625,000		8,625,000		8,625,000	8,625,000
Diluted weighted average shares outstanding (in shares)	8,625,000		8,625,000		8,625,000	8,625,000
Basic net income per ordinary share (in dollars per share)	$ 0.04		$ 0.06		$ 0.02	$ 0.19
Diluted net income per ordinary share (in dollars per share)	$ 0.04		$ 0.06		$ 0.02	$ 0.19
Warrants [Member]
Net Income (Loss) per Ordinary Share [Abstract]
Warrants exercisable to purchase of aggregate class A ordinary shares (in shares)	26,150,000				26,150,000

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Concentration of Credit Risk (Details) - USD ($)	May 05, 2023	Mar. 13, 2023
Concentration of Credit Risk [Abstract]
Cash transfer to trust account		$ 90,000
Cash transferred from trust account to bank account	$ 63,875

PRIVATE PLACEMENTS (Details)

PRIVATE PLACEMENTS (Details) - USD ($)		6 Months Ended
	Oct. 08, 2021	Jun. 30, 2023
Private Placement [Abstract]
Warrants issued (in shares)	26,150,000
Period to exercise warrants after business combination		30 days
Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)	8,900,000
Private Placement [Member]
Private Placement [Abstract]
Period to exercise warrants after business combination		30 days
Private Placement [Member] | Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)	8,000,000
Share price (in dollars per share)	$ 1
Proceeds from private placement of warrants	$ 8,000,000
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)	900,000
Share price (in dollars per share)	$ 1

RELATED PARTIES, Founder Shares

RELATED PARTIES, Founder Shares (Details) - USD ($)			6 Months Ended	12 Months Ended
	Oct. 05, 2021	Mar. 04, 2021	Jun. 30, 2023	Dec. 31, 2022
Class A Ordinary Shares [Member]
Related Party Transactions [Abstract]
Ordinary shares, shares outstanding (in shares)			34,500,000	34,500,000
Trading day threshold period			20 days
Threshold consecutive trading days			30 days
Class A Ordinary Shares [Member] | Minimum [Member]
Related Party Transactions [Abstract]
Share price threshold to transfer, assign or sell shares (in dollars per share)			$ 12
Threshold period after initial business combination			150 days
Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Ordinary shares, shares outstanding (in shares)			8,625,000	8,625,000
Anchor Investors [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)			2,050,200	2,050,200
Sponsor [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)		7,187,500	6,494,800	6,494,800
Proceeds from issuance of ordinary shares to Sponsor		$ 25,000
Percentage of shares held by Founder after Initial Public Offering			20%
Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member]
Related Party Transactions [Abstract]
Number of shares subject to forfeiture (in shares)			1,125,000
Holding period for transfer, assignment or sale of Founder Shares			1 year
Directors [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)			80,000	80,000
Founder Shares [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Capitalization for each share in issuance (in shares)	0.2
Shares canceled (in shares)	2,050,200
Grant date fair value of shares transferred	$ 14,289,894
Founder Shares [Member] | Anchor Investors [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)	2,050,200
Grant date fair value of shares transferred (in dollars per share)	$ 6.97
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Ordinary shares, shares outstanding (in shares)	8,625,000
Founder Shares [Member] | Directors [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Number of shares no longer subject to forfeiture (in shares)	80,000
Share based compensation for services	$ 557,600
Founder Shares [Member] | Director One [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)	20,000
Founder Shares [Member] | Director Two [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)	20,000
Founder Shares [Member] | Director Three [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)	20,000
Founder Shares [Member] | Director Four [Member] | Class B Ordinary Shares [Member]
Related Party Transactions [Abstract]
Shares issued (in shares)	20,000

RELATED PARTIES, General and Ad

RELATED PARTIES, General and Administrative Services (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transactions [Abstract]
Due to related parties	$ 267,322		$ 267,322		$ 249,758
General and Administrative Services [Member]
Related Party Transactions [Abstract]
Fees incurred	30,000	$ 30,000	60,000	$ 60,000
Sponsor [Member] | Accounts Payable and Accrued Expenses [Member]
Related Party Transactions [Abstract]
Due to related parties	$ 210,000		210,000		$ 150,000
Sponsor [Member] | General and Administrative Services [Member]
Related Party Transactions [Abstract]
Monthly related party fee			$ 10,000

RELATED PARTIES, Related Party

RELATED PARTIES, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain of the Company's Officers and Directors [Member] - Working Capital Loans [Member] - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Maximum loan amount convertible to warrants	$ 1,500,000
Conversion price (in dollars per share)	$ 1
Borrowings outstanding	$ 0	$ 0

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)		6 Months Ended
	Oct. 08, 2021 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) Demand $ / shares shares	Mar. 04, 2021 USD ($)
Underwriting Agreement [Abstract]
Cash underwriting discount (in dollars per share) | $ / shares		$ 0.2
Underwriting fees			$ 6,000,000
Deferred underwriting discount (in dollars per share) | $ / shares		$ 0.35
Deferred underwriting fees		$ 10,500,000
Gross proceeds from initial public offering	$ 345,000,000
Over-Allotment Option [Member]
Underwriting Agreement [Abstract]
Option for underwriters to purchase additional units term		45 days
Additional units that can be purchased to cover over allotments (in shares) | shares		4,500,000
Underwriting fees		$ 6,900,000
Deferred underwriting fees		$ 12,075,000
Over-Allotment Option [Member] | Public Shares [Member]
Underwriting Agreement [Abstract]
Units issued (in shares) | shares	4,500,000
Unit price (in dollars per share) | $ / shares	$ 10
Gross proceeds from initial public offering	$ 45,000,000
Maximum [Member]
Registration and Stockholder Rights [Abstract]
Number of demands eligible security holder can make | Demand		3

SHAREHOLDER'S EQUITY, Preferred

SHAREHOLDER'S EQUITY, Preferred Shares (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
SHAREHOLDER'S EQUITY [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

SHAREHOLDER'S EQUITY, Ordinary

SHAREHOLDER'S EQUITY, Ordinary Shares (Details)		6 Months Ended	12 Months Ended
	Mar. 04, 2021 shares	Jun. 30, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares
Stockholders' Equity [Abstract]
Conversion of stock at the time of an initial business combination (in shares)		1
Stock conversion percentage threshold		20%
Class A Ordinary Shares [Member]
Stockholders' Equity [Abstract]
Ordinary shares, shares authorized (in shares)		300,000,000
Ordinary shares, par value (in dollars per share) | $ / shares		$ 0.0001
Votes per share | Vote		1
Ordinary shares, shares issued (in shares)		34,500,000	34,500,000
Ordinary shares, shares outstanding (in shares)		34,500,000	34,500,000
Subject to possible conversion, outstanding (in shares)		34,500,000	34,500,000
Subject to possible conversion, issued (in shares)		34,500,000	34,500,000
Class B Ordinary Shares [Member]
Stockholders' Equity [Abstract]
Ordinary shares, shares authorized (in shares)		30,000,000	30,000,000
Ordinary shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Votes per share | Vote		1
Ordinary shares, shares issued (in shares)		8,625,000	8,625,000
Ordinary shares, shares outstanding (in shares)		8,625,000	8,625,000
Class B Ordinary Shares [Member] | Anchor Investors [Member]
Stockholders' Equity [Abstract]
Class B ordinary shares allocated (in shares)		2,050,200	2,050,200
Class B Ordinary Shares [Member] | Sponsor [Member]
Stockholders' Equity [Abstract]
Class B ordinary shares allocated (in shares)	7,187,500	6,494,800	6,494,800
Class B Ordinary Shares [Member] | Independent Directors [Member]
Stockholders' Equity [Abstract]
Class B ordinary shares allocated (in shares)		80,000	80,000

DERIVATIVE WARRANT LIABILITIES

DERIVATIVE WARRANT LIABILITIES (Details) - $ / shares		6 Months Ended
	Oct. 08, 2021	Jun. 30, 2023
Warrants [Abstract]
Warrants issued (in shares)	26,150,000
Period to exercise warrants after Initial Public Offering		12 months
Period to exercise warrants after business combination		30 days
Period to file registration statement after initial Business Combination		20 days
Period for registration statement to become effective		60 days
Trading day period to calculate volume weighted average trading price following notice of redemption		30 days
Public Warrants [Member]
Warrants [Abstract]
Warrants issued (in shares)	17,250,000
Expiration period of warrants		5 years
Private Placement Warrants [Member]
Warrants [Abstract]
Warrants issued (in shares)	8,900,000
Class A Ordinary Shares [Member]
Warrants [Abstract]
Threshold consecutive trading days		30 days
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)		$ 0.01
Notice period to redeem warrants		30 days
Threshold trading days		10 days
Threshold consecutive trading days		20 days
Threshold period before sending notice period		3 days
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)		$ 18
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)		$ 0.1
Notice period to redeem warrants		30 days
Threshold trading days		10 days
Threshold consecutive trading days		20 days
Threshold period before sending notice period		3 days
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)		$ 10

FAIR VALUE MEASUREMENTS, Assets

FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value (Details) - Recurring [Member] - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Liabilities [Abstract]
Derivative warrant liabilities	$ 1,310,115	$ 2,353,500
Level 1 [Member]
Assets [Abstract]
Cash and Marketable Securities held in Trust Account	358,074,839	350,168,339
Level 1 [Member] | Public Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	864,225	1,552,500
Level 2 [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Derivative warrant liabilities	$ 445,890	$ 801,000

FAIR VALUE MEASUREMENTS, Change

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Unobservable Input Reconciliation [Roll Forward]
Fair value, beginning of period	$ 2,353,500	$ 12,949,000
Change in fair value	(1,043,385)	(8,765,000)
Fair value, end of period	1,310,115	4,184,000
Private Placement Warrants [Member]
Unobservable Input Reconciliation [Roll Forward]
Fair value, beginning of period	801,000	4,324,000
Change in fair value	(355,110)	(2,900,000)
Fair value, end of period	445,890	1,424,000
Public Warrants [Member]
Unobservable Input Reconciliation [Roll Forward]
Fair value, beginning of period	1,552,500	8,625,000
Change in fair value	(688,275)	(5,865,000)
Fair value, end of period	$ 864,225	$ 2,760,000