Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
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, $0.0001 par value, and a fraction of one redeemable warrant | |
Trading Symbol | NFYS.U | |
Security Exchange Name | NYSE | |
Class A Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares included as part of the units | |
Trading Symbol | NFYS | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 17,010,705 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units | |
Trading Symbol | NFYS.WS | |
Security Exchange Name | NYSE | |
Class B Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,812,500 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 43,178 | $ 272,922 |
Prepaid expenses | 32,250 | 201,178 |
Total Current Assets | 75,428 | 474,100 |
Marketable securities held in Trust Account | 362,782,255 | 350,168,339 |
Total Assets | 362,857,683 | 350,642,439 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 409,745 | 249,758 |
Accrued offering costs | 4,999 | 4,999 |
Advances from Sponsor | $ 60,000 | $ 0 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Total Current Liabilities | $ 474,744 | $ 254,757 |
Derivative warrant liabilities | 1,833,115 | 2,353,500 |
Deferred underwriting fees | 12,075,000 | 12,075,000 |
Total Liabilities | 14,382,859 | 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 | 362,782,255 | 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 | (14,308,294) | (14,210,020) |
Total Shareholders' Deficit | (14,307,431) | (14,209,157) |
Total Liabilities, Redeemable Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 362,857,683 | 350,642,439 |
Class B Ordinary Shares [Member] | ||
Shareholders' deficit: | ||
Ordinary shares | $ 863 | $ 863 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 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 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
EXPENSES | ||||
TOTAL EXPENSES | $ 255,232 | $ 154,243 | $ 618,659 | $ 734,973 |
OTHER INCOME | ||||
Income earned on marketable securities held in Trust Account | 4,707,416 | 1,624,641 | 12,613,916 | 2,069,911 |
Change in fair value of derivative warrant liabilities | (523,000) | 1,618,685 | 520,385 | 10,383,685 |
TOTAL OTHER INCOME | 4,184,416 | 3,243,326 | 13,134,301 | 12,453,596 |
Net income | $ 3,929,184 | $ 3,089,083 | $ 12,515,642 | $ 11,718,623 |
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 (loss) share (in dollars per share) | $ 0.12 | $ 0.08 | $ 0.36 | $ 0.28 |
Diluted net income (loss) share (in dollars per share) | $ 0.12 | $ 0.08 | $ 0.36 | $ 0.28 |
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 (loss) share (in dollars per share) | $ (0.02) | $ 0.03 | $ 0 | $ 0.22 |
Diluted net income (loss) share (in dollars per share) | $ (0.02) | $ 0.03 | $ 0 | $ 0.22 |
Related Party [Member] | ||||
EXPENSES | ||||
General and administrative expenses | $ 30,000 | $ 30,000 | $ 90,000 | $ 90,000 |
Nonrelated Party [Member] | ||||
EXPENSES | ||||
General and administrative expenses | $ 225,232 | $ 124,243 | $ 528,659 | $ 644,973 |
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 | 11,718,623 | |||
Ending balance at Sep. 30, 2022 | $ 863 | 0 | (14,240,455) | (14,239,592) |
Ending balance (in shares) at Sep. 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 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Accretion of Class A ordinary shares to redemption value | $ 0 | 0 | (1,624,641) | (1,624,641) |
Net income | 0 | 0 | 3,089,083 | 3,089,083 |
Ending balance at Sep. 30, 2022 | $ 863 | 0 | (14,240,455) | (14,239,592) |
Ending balance (in shares) at Sep. 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 | 12,515,642 | |||
Ending balance at Sep. 30, 2023 | $ 863 | 0 | (14,308,294) | (14,307,431) |
Ending balance (in shares) at Sep. 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 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Accretion of Class A ordinary shares to redemption value | $ 0 | 0 | (4,707,416) | (4,707,416) |
Net income | 0 | 0 | 3,929,184 | 3,929,184 |
Ending balance at Sep. 30, 2023 | $ 863 | $ 0 | $ (14,308,294) | $ (14,307,431) |
Ending balance (in shares) at Sep. 30, 2023 | 8,625,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows From Operating Activities: | ||
Net income | $ 12,515,642 | $ 11,718,623 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Realized gains on investment held in Trust Account | (7,908,618) | (2,069,911) |
Change in fair value of derivative warrant liabilities | (520,385) | (10,383,685) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 168,928 | 175,715 |
Accounts payable and accrued expenses | 159,987 | 226,774 |
Net Cash Provided By (Used In) Operating Activities | 4,415,554 | (332,484) |
Cash Flows From Investing Activities: | ||
Proceeds from redemption of securities held in Trust Account | 2,133,301,809 | 1,728,212,616 |
Purchase of securities held in Trust Account | (2,138,007,107) | (1,728,212,616) |
Net Cash Used In Investing Activities | (4,705,298) | 0 |
Cash Flows From Financing Activities: | ||
Proceeds from repayment of due from Sponsor | 0 | 100,000 |
Proceeds from Sponsor advances | 60,000 | 0 |
Payment of offering costs | 0 | (199,143) |
Net Cash Provided By (Used in) Financing Activities | 60,000 | (99,143) |
Net change in cash and cash equivalents | (229,744) | (431,627) |
Cash, and cash equivalents at beginning of period | 272,922 | 811,442 |
Cash and cash equivalents at end of period | 43,178 | 379,815 |
Supplemental disclosure of non-cash financing activities: | ||
Accretion of Class A ordinary shares to redemption value | $ 12,613,916 | $ 2,069,911 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 9 Months Ended |
Sep. 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 September 30, 2023, the Company had not commenced any operations. All activity for the period from March 3, 2021 (inception) through September 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 September 30, 2023, the Company had $43,178 in cash and working capital deficit of $399,316. As of 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 global conflicts 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 | 9 Months Ended |
Sep. 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 September 30, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 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 September 30, 2023 and December 31, 2022. Marketable Securities held in Trust Account Trading securities in the Trust Account were invested in U.S. Treasury Securities and marketable securities, which are reported at fair value. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are recorded to net income each period. The estimated fair values of the investments held in the Trust Account are determined using quoted market prices in active markets. 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 September 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 September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed 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 12,613,916 Balance, September 30, 2023 $ 362,782,255 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman 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 (Loss) per Share Net income (loss) 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 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 September 30, 2023: For the Three Months Ended September 30, 2023 Net income $ 3,929,184 Accretion of temporary equity to redemption value (4,707,416 ) Net loss including accretion of temporary equity to redemption value $ (778,232 ) For the Three Months Ended September 30, 2023 Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (622,586 ) $ (155,646 ) Allocation of accretion of temporary equity to Class A Ordinary shares 4,707,416 - Allocation of net income (loss) $ 4,084,830 $ (155,646 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income (loss) per ordinary share $ 0.12 $ (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 three months ended September 30, 2022: For the Three Months Ended September 30, 2022 Net income $ 3,089,083 Accretion of temporary equity to redemption value (1,624,641 ) Net income including accretion of temporary equity to redemption value $ 1,464,442 For the Three Months Ended September 30, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 1,171,553 $ 292,889 Allocation of accretion of temporary equity to Class A Ordinary shares 1,624,641 - Allocation of net income $ 2,796,194 $ 292,889 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.08 $ 0.03 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the nine months ended September 30, 2023: For the Nine Months Ended September 30, 2023 Net income $ 12,515,642 Accretion of temporary equity to redemption value (12,613,916 ) Net income including accretion of temporary equity to redemption value $ (98,274 ) For the Nine Months Ended September 30, 2023 Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (78,619 ) $ (19,655 ) Allocation of accretion of temporary equity to Class A Ordinary shares 12,613,916 - Allocation of net income (loss) $ 12,535,297 $ (19,655 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income (loss) per ordinary share $ 0.36 $ (0.00 ) The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts) for the nine months ended September 30, 2022: For the Nine Months Ended September 30, 2022 Net income $ 11,718,623 Accretion of temporary equity to redemption value (2,069,911 ) Net income including accretion of temporary equity to redemption value $ 9,648,712 For the Nine Months Ended September 30, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 7,718,969 $ 1,929,743 Allocation of accretion of temporary equity to Class A Ordinary shares 2,069,911 - Allocation of net income $ 9,788,880 $ 1,929,743 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.28 $ 0.22 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 September 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 September 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 | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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 During the Advances from Sponsor In August 2023, the Sponsor advanced the Company $60,000 in order to finance certain operational costs. At the time of advance, the funds received were non-interest bearing and due on demand. On October 30, 2023, the Company and the Sponsor executed a promissory note for $300,000, of which $60,000 was advanced in August 2023. The entire outstanding principal of the promissory note shall be due and payable in full on the date on which the Company consummates an initial business combination. See Note 9. Related Party Loans 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 September 30, 2023 and December 31, 2022, there were no amounts outstanding under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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 September 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 | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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 September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, 2022 Assets: Marketable Securities held in Trust Account 1 $ 362,782,255 $ 350,168,339 Liabilities: Derivative warrant liabilities – Private Placement Warrants 2 $ 623,890 $ 801,000 Derivative warrant liabilities – Public Warrants 1 1,209,225 1,552,500 $ 1,833,115 $ 2,353,500 The Warrants are measured at fair value on a 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 (177,110 ) (343,275 ) (520,385 ) Fair value at September 30, 2023 $ 623,890 $ 1,209,225 $ 1,833,115 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 (3,450,910 ) (6,932,775 ) (10,383,685 ) Fair value at September 30 2022 $ 873,090 $ 1,692,225 $ 2,565,315 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS Amendments to Amended and Restated Memorandum and Articles of Association On October 6, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) to vote on certain proposals as described below. At the Extraordinary General Meeting, the Company’s shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company must consummate a business combination from October 8, 2023 to February 8, 2024 (the “Extended Date”) (the “Extension Amendment Proposal”). At the Extraordinary General Meeting, the Company’s shareholders also approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Founder Share Amendment”) to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert into Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis prior to the closing of an initial business combination at the election of the holder (the “Founder Share Amendment Proposal”). The foregoing descriptions of the amendments are qualified in their entirety by reference to the Extension Amendment and the Founder Share Amendment, copies of which are filed as Exhibit 3.1 in the Company’s Current Report on Form 8-K dated October 6, 2023 and are incorporated by reference herein. Promissory Note On October 10, 2023, the Company issued a promissory note (the “Extension Note”) to the Sponsor or its registered assigns or successors in interest (the “Payee”), pursuant to which the Payee agreed that the Payee or one or more of its affiliates or designees will deposit into the Company’s Trust Account an amount equal to the lesser of (i) $0.025 per Class A ordinary share of the Company multiplied by the number of Class A ordinary shares of the Company then outstanding and (ii) $100,000, for each calendar month (each, a “Deposit”) until the earlier of (i) the Company’s completion of a business combination and (ii) the Extended Date. The maximum aggregate amount of Deposits shall be $400,000. The foregoing description of the Extension Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension Note, a copy of which is filed as Exhibit 10.1 in the Company’s Current Report on Form 8-K dated October 10, 2023 and is incorporated by reference herein. On October 30, 2023, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow an aggregate of $300,000 from the Sponsor in order to fund costs and expenses related to the Company’s daily operations and due diligence in connection with a potential business combination and which the Company shall repay on the date on which the Company consummates an initial business combination (the “OPEX Note”). If the Company has not consummated an initial business combination on or prior to July 1, 2024, then the Sponsor shall have no recourse against the Company and all outstanding amounts of principal and accrued and unpaid interest payable under the Promissory Note shall immediately terminate and all related indebtedness shall be deemed cancelled. An initial advance of $60,000 to the Company was made in August 2023. Class B Conversion and Redemptions On October 17, 2023 and October 23, 2023, holders of 6,812,500 Class B ordinary shares, par value $0.0001 per share (the “Class B Common Stock”), of the Company voluntarily elected to convert such shares of Class B Common Stock to shares of Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Common Stock”), on a one-for-one basis in accordance with the Company’s amended and restated memorandum and articles of association (the “Class B Conversion”). Notwithstanding the Class B Conversion, such holders will not be entitled to receive any funds held in the Trust Account with respect to any shares of Class A Common Stock issued to such holders as a result of the Class B Conversion, and no additional amounts will be deposited into the Trust Account in respect of shares of Class A Common Stock held by such holders. Additionally, as previously disclosed in the Company’s Current Report on Form 8-K dated October 6, 2023, the Company’s public stockholders elected to redeem 24,301,795 shares of Class A Common Stock at a redemption price of approximately $10.53 per share, for an aggregate redemption amount of approximately $256 million (the “Redemption”). After the satisfaction of the Redemption, the balance in the Trust Account was approximately $107 million. Upon completion of the Class B Conversion and the Redemption described above, as of October 23, 2023, 17,010,705 shares of Class A Common Stock (out of which 10,198,205 shares are subject to redemption and 6,812,500 shares are non-redeemable) and 1,812,500 shares of Class B Common Stock remain issued and outstanding. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 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 September 30, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 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 September 30, 2023 and December 31, 2022. |
Marketable Securities held in Trust Account | Marketable Securities held in Trust Account Trading securities in the Trust Account were invested in U.S. Treasury Securities and marketable securities, which are reported at fair value. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are recorded to net income each period. The estimated fair values of the investments held in the Trust Account are determined using quoted market prices in active markets. |
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 September 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 September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed 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 12,613,916 Balance, September 30, 2023 $ 362,782,255 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman 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 (Loss) per Share | Net Income (Loss) per Share Net income (loss) 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 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 September 30, 2023: For the Three Months Ended September 30, 2023 Net income $ 3,929,184 Accretion of temporary equity to redemption value (4,707,416 ) Net loss including accretion of temporary equity to redemption value $ (778,232 ) For the Three Months Ended September 30, 2023 Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (622,586 ) $ (155,646 ) Allocation of accretion of temporary equity to Class A Ordinary shares 4,707,416 - Allocation of net income (loss) $ 4,084,830 $ (155,646 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income (loss) per ordinary share $ 0.12 $ (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 three months ended September 30, 2022: For the Three Months Ended September 30, 2022 Net income $ 3,089,083 Accretion of temporary equity to redemption value (1,624,641 ) Net income including accretion of temporary equity to redemption value $ 1,464,442 For the Three Months Ended September 30, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 1,171,553 $ 292,889 Allocation of accretion of temporary equity to Class A Ordinary shares 1,624,641 - Allocation of net income $ 2,796,194 $ 292,889 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.08 $ 0.03 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the nine months ended September 30, 2023: For the Nine Months Ended September 30, 2023 Net income $ 12,515,642 Accretion of temporary equity to redemption value (12,613,916 ) Net income including accretion of temporary equity to redemption value $ (98,274 ) For the Nine Months Ended September 30, 2023 Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (78,619 ) $ (19,655 ) Allocation of accretion of temporary equity to Class A Ordinary shares 12,613,916 - Allocation of net income (loss) $ 12,535,297 $ (19,655 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income (loss) per ordinary share $ 0.36 $ (0.00 ) The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts) for the nine months ended September 30, 2022: For the Nine Months Ended September 30, 2022 Net income $ 11,718,623 Accretion of temporary equity to redemption value (2,069,911 ) Net income including accretion of temporary equity to redemption value $ 9,648,712 For the Nine Months Ended September 30, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 7,718,969 $ 1,929,743 Allocation of accretion of temporary equity to Class A Ordinary shares 2,069,911 - Allocation of net income $ 9,788,880 $ 1,929,743 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.28 $ 0.22 |
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 September 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 September 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) | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Class A Ordinary Shares subject to Possible Redemption | At September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed 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 12,613,916 Balance, September 30, 2023 $ 362,782,255 |
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 September 30, 2023: For the Three Months Ended September 30, 2023 Net income $ 3,929,184 Accretion of temporary equity to redemption value (4,707,416 ) Net loss including accretion of temporary equity to redemption value $ (778,232 ) For the Three Months Ended September 30, 2023 Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (622,586 ) $ (155,646 ) Allocation of accretion of temporary equity to Class A Ordinary shares 4,707,416 - Allocation of net income (loss) $ 4,084,830 $ (155,646 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income (loss) per ordinary share $ 0.12 $ (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 three months ended September 30, 2022: For the Three Months Ended September 30, 2022 Net income $ 3,089,083 Accretion of temporary equity to redemption value (1,624,641 ) Net income including accretion of temporary equity to redemption value $ 1,464,442 For the Three Months Ended September 30, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 1,171,553 $ 292,889 Allocation of accretion of temporary equity to Class A Ordinary shares 1,624,641 - Allocation of net income $ 2,796,194 $ 292,889 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.08 $ 0.03 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the nine months ended September 30, 2023: For the Nine Months Ended September 30, 2023 Net income $ 12,515,642 Accretion of temporary equity to redemption value (12,613,916 ) Net income including accretion of temporary equity to redemption value $ (98,274 ) For the Nine Months Ended September 30, 2023 Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (78,619 ) $ (19,655 ) Allocation of accretion of temporary equity to Class A Ordinary shares 12,613,916 - Allocation of net income (loss) $ 12,535,297 $ (19,655 ) Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income (loss) per ordinary share $ 0.36 $ (0.00 ) The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts) for the nine months ended September 30, 2022: For the Nine Months Ended September 30, 2022 Net income $ 11,718,623 Accretion of temporary equity to redemption value (2,069,911 ) Net income including accretion of temporary equity to redemption value $ 9,648,712 For the Nine Months Ended September 30, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 7,718,969 $ 1,929,743 Allocation of accretion of temporary equity to Class A Ordinary shares 2,069,911 - Allocation of net income $ 9,788,880 $ 1,929,743 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.28 $ 0.22 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 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 September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, 2022 Assets: Marketable Securities held in Trust Account 1 $ 362,782,255 $ 350,168,339 Liabilities: Derivative warrant liabilities – Private Placement Warrants 2 $ 623,890 $ 801,000 Derivative warrant liabilities – Public Warrants 1 1,209,225 1,552,500 $ 1,833,115 $ 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 (177,110 ) (343,275 ) (520,385 ) Fair value at September 30, 2023 $ 623,890 $ 1,209,225 $ 1,833,115 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 (3,450,910 ) (6,932,775 ) (10,383,685 ) Fair value at September 30 2022 $ 873,090 $ 1,692,225 $ 2,565,315 |
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 ($) | 9 Months Ended | |||
Oct. 08, 2021 | Sep. 30, 2023 | Sep. 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 | $ 2,138,007,107 | $ 1,728,212,616 | ||
Remaining net proceeds deposited into a bank | $ 43,178 | $ 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) | 9 Months Ended | |
Oct. 08, 2021 $ / shares | Sep. 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 ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Liquidity and Management's Plan [Abstract] | ||
Cash | $ 43,178 | $ 272,922 |
Working capital (deficit) | $ (399,316) | $ 219,343 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash Equivalents (Details) - USD ($) | Sep. 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 | 9 Months Ended | 12 Months Ended | ||||
Oct. 08, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 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 | $ (199,143) | |||||
Accretion of temporary equity to redemption value | $ (4,707,416) | $ (1,624,641) | (12,613,916) | $ (2,069,911) | |||
Class A ordinary shares subject to possible redemption | 362,782,255 | 362,782,255 | $ 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 | 12,613,916 | 5,137,492 | 43,902,292 | ||||
Class A ordinary shares subject to possible redemption | $ 362,782,255 | $ 362,782,255 | $ 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 ($) | 9 Months Ended | 12 Months Ended |
Sep. 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 (Loss) Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net Income (Loss) per Ordinary Share [Abstract] | ||||||||
Net income | $ 3,929,184 | $ 5,785,375 | $ 2,801,083 | $ 3,089,083 | $ 2,972,056 | $ 5,657,484 | $ 12,515,642 | $ 11,718,623 |
Accretion of temporary equity to redemption value | (4,707,416) | (1,624,641) | (12,613,916) | (2,069,911) | ||||
Net income (loss) including accretion of temporary equity to redemption value | (778,232) | 1,464,442 | (98,274) | 9,648,712 | ||||
Numerator [Abstract] | ||||||||
Allocation of net income (loss) including accretion of temporary equity | (778,232) | 1,464,442 | (98,274) | 9,648,712 | ||||
Class A Ordinary Shares [Member] | ||||||||
Net Income (Loss) per Ordinary Share [Abstract] | ||||||||
Net income (loss) including accretion of temporary equity to redemption value | (622,586) | 1,171,553 | (78,619) | 7,718,969 | ||||
Numerator [Abstract] | ||||||||
Allocation of net income (loss) including accretion of temporary equity | (622,586) | 1,171,553 | (78,619) | 7,718,969 | ||||
Allocation of accretion of temporary equity to Class A Ordinary shares | 4,707,416 | 1,624,641 | 12,613,916 | 2,069,911 | ||||
Allocation of net income (loss) | $ 4,084,830 | $ 2,796,194 | $ 12,535,297 | $ 9,788,880 | ||||
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 (loss) per ordinary share (in dollars per share) | $ 0.12 | $ 0.08 | $ 0.36 | $ 0.28 | ||||
Diluted net income (loss) per ordinary share (in dollars per share) | $ 0.12 | $ 0.08 | $ 0.36 | $ 0.28 | ||||
Class B Ordinary Shares [Member] | ||||||||
Net Income (Loss) per Ordinary Share [Abstract] | ||||||||
Net income (loss) including accretion of temporary equity to redemption value | $ (155,646) | $ 292,889 | $ (19,655) | $ 1,929,743 | ||||
Numerator [Abstract] | ||||||||
Allocation of net income (loss) including accretion of temporary equity | (155,646) | 292,889 | (19,655) | 1,929,743 | ||||
Allocation of accretion of temporary equity to Class A Ordinary shares | 0 | 0 | 0 | 0 | ||||
Allocation of net income (loss) | $ (155,646) | $ 292,889 | $ (19,655) | $ 1,929,743 | ||||
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 (loss) per ordinary share (in dollars per share) | $ (0.02) | $ 0.03 | $ 0 | $ 0.22 | ||||
Diluted net income (loss) per ordinary share (in dollars per share) | $ (0.02) | $ 0.03 | $ 0 | $ 0.22 | ||||
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 ($) | 9 Months Ended | |
Oct. 08, 2021 | Sep. 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 ($) | 9 Months Ended | 12 Months Ended | ||
Oct. 05, 2021 | Mar. 04, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares [Member] | ||||
Related Party Transactions [Abstract] | ||||
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 | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |||||
Due to related parties | $ 409,745 | $ 409,745 | $ 249,758 | ||
General and Administrative Services [Member] | |||||
Related Party Transactions [Abstract] | |||||
Fees incurred | 30,000 | $ 30,000 | 90,000 | $ 90,000 | |
Sponsor [Member] | Accounts Payable and Accrued Expenses [Member] | |||||
Related Party Transactions [Abstract] | |||||
Due to related parties | $ 240,000 | 240,000 | $ 150,000 | ||
Sponsor [Member] | General and Administrative Services [Member] | |||||
Related Party Transactions [Abstract] | |||||
Monthly related party fee | $ 10,000 |
RELATED PARTIES, Advances from
RELATED PARTIES, Advances from Sponsor (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 30, 2023 | |
Related Party Transaction [Abstract] | ||||
Proceeds from sponsor advances | $ 60,000 | $ 0 | ||
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Abstract] | ||||
Proceeds from sponsor advances | $ 60,000 | |||
Sponsor [Member] | Subsequent Event [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Abstract] | ||||
Aggregate principal amount | $ 300,000 |
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 ($) | Sep. 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) | 9 Months Ended | ||
Oct. 08, 2021 USD ($) $ / shares shares | Sep. 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 | Sep. 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) | 9 Months Ended | 12 Months Ended | |
Mar. 04, 2021 shares | Sep. 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] | |||
Temporary Equity, Shares Authorized | 300,000,000 | 300,000,000 | |
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Votes per share | Vote | 1 | ||
Ordinary shares, subject to possible conversion, outstanding (in shares) | 34,500,000 | 34,500,000 | |
Ordinary shares, 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 | 9 Months Ended | |
Oct. 08, 2021 | Sep. 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 ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Liabilities [Abstract] | ||
Derivative warrant liabilities | $ 1,833,115 | $ 2,353,500 |
Level 1 [Member] | ||
Assets [Abstract] | ||
Marketable Securities held in Trust Account | 362,782,255 | 350,168,339 |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 1,209,225 | 1,552,500 |
Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | $ 623,890 | $ 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 ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Unobservable Input Reconciliation [Roll Forward] | ||
Fair value, beginning of period | $ 2,353,500 | $ 12,949,000 |
Change in fair value | (520,385) | (10,383,685) |
Fair value, end of period | 1,833,115 | 2,565,315 |
Private Placement Warrants [Member] | ||
Unobservable Input Reconciliation [Roll Forward] | ||
Fair value, beginning of period | 801,000 | 4,324,000 |
Change in fair value | (177,110) | (3,450,910) |
Fair value, end of period | 623,890 | 873,090 |
Public Warrants [Member] | ||
Unobservable Input Reconciliation [Roll Forward] | ||
Fair value, beginning of period | 1,552,500 | 8,625,000 |
Change in fair value | (343,275) | (6,932,775) |
Fair value, end of period | $ 1,209,225 | $ 1,692,225 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||
Oct. 23, 2023 | Oct. 23, 2023 | Oct. 06, 2023 | Aug. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 30, 2023 | Oct. 10, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |||||||||
Initial advance from sponsor | $ 60,000 | $ 0 | |||||||
Class B Conversion and Redemptions [Abstract] | |||||||||
Number of class B common shares converted to Class A shares (in shares) | 1 | ||||||||
Subsequent Event [Member] | |||||||||
Amendments to Restated Memorandum and Articles of Association [Abstract] | |||||||||
Conversion basis for each stock converted (shares) | 1 | ||||||||
Promissory Note [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Amount to be deposit in trust account on monthly | $ 100,000 | ||||||||
Aggregate amount to be deposited in trust account | $ 400,000 | ||||||||
Promissory Note [Member] | Sponsor [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Initial advance from sponsor | $ 60,000 | ||||||||
Promissory Note [Member] | Sponsor [Member] | Subsequent Event [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Aggregate principal amount | $ 300,000 | ||||||||
Class A Ordinary Shares [Member] | |||||||||
Amendments to Restated Memorandum and Articles of Association [Abstract] | |||||||||
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Class B Conversion and Redemptions [Abstract] | |||||||||
Temporary equity, shares issued (in shares) | 34,500,000 | 34,500,000 | |||||||
Temporary equity, shares outstanding (in shares) | 34,500,000 | 34,500,000 | |||||||
Class A Ordinary Shares [Member] | Subsequent Event [Member] | |||||||||
Amendments to Restated Memorandum and Articles of Association [Abstract] | |||||||||
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Conversion basis for each stock converted (shares) | 1 | ||||||||
Class B Conversion and Redemptions [Abstract] | |||||||||
Additional amount deposited into trust account upon conversion of shares | $ 0 | $ 0 | |||||||
Number of shares redeemed (in shares) | 24,301,795 | ||||||||
Redemption price of shares redeemed (in dollars per share) | $ 10.53 | ||||||||
Aggregate redemption value of stock redeemed | $ 256,000,000 | ||||||||
Balance in trust account | $ 107,000,000 | ||||||||
Temporary equity, shares issued (in shares) | 17,010,705 | 17,010,705 | |||||||
Temporary equity, shares outstanding (in shares) | 17,010,705 | 17,010,705 | |||||||
Class A Ordinary Shares [Member] | Promissory Note [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||
Related Party Transactions [Abstract] | |||||||||
Share price used to calculate deposit amount in trust account (in dollars per share) | $ 0.025 | ||||||||
Class A Redeemable Shares [Member] | Subsequent Event [Member] | |||||||||
Class B Conversion and Redemptions [Abstract] | |||||||||
Temporary equity, shares issued (in shares) | 10,198,205 | 10,198,205 | |||||||
Temporary equity, shares outstanding (in shares) | 10,198,205 | 10,198,205 | |||||||
Class A Non-redeemable Shares [Member] | Subsequent Event [Member] | |||||||||
Class B Conversion and Redemptions [Abstract] | |||||||||
Temporary equity, shares issued (in shares) | 6,812,500 | 6,812,500 | |||||||
Temporary equity, shares outstanding (in shares) | 6,812,500 | 6,812,500 | |||||||
Class B Ordinary Shares [Member] | |||||||||
Amendments to Restated Memorandum and Articles of Association [Abstract] | |||||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Class B Conversion and Redemptions [Abstract] | |||||||||
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] | Subsequent Event [Member] | |||||||||
Amendments to Restated Memorandum and Articles of Association [Abstract] | |||||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Class B Conversion and Redemptions [Abstract] | |||||||||
Number of class B common shares converted to Class A shares (in shares) | 6,812,500 | ||||||||
Ordinary shares, shares issued (in shares) | 1,812,500 | 1,812,500 | |||||||
Ordinary shares, shares outstanding (in shares) | 1,812,500 | 1,812,500 |