Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 16, 2024 | Jun. 30, 2023 | |
Entity Listings [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 358,455,000 | ||
Auditor Firm ID | 243 | ||
Auditor Name | BDO USA PC | ||
Auditor Location | New York, NY | ||
Units [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and a fraction of one redeemable warrant | ||
Trading Symbol | NFYSU | ||
Security Exchange Name | NYSE | ||
Class A Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Trading Symbol | NFYS | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 13,070,291 | ||
Class A Redeemable Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,257,791 | ||
Class A Non-redeemable Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,812,500 | ||
Redeemable Warrants [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | ||
Trading Symbol | NFYSW | ||
Security Exchange Name | NYSE | ||
Class B Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,812,500 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 112,495 | $ 272,922 |
Prepaid expenses | 43,399 | 201,178 |
Total Current Assets | 155,894 | 474,100 |
Cash and marketable securities held in Trust Account | 108,901,049 | 350,168,339 |
Total Assets | 109,056,943 | 350,642,439 |
Current Liabilities: | ||
Accounts payable | 11,043 | 11,043 |
Accrued expenses | 500,820 | 238,715 |
Accrued offering costs | 4,999 | 4,999 |
Total Current Liabilities | 1,116,862 | 254,757 |
Derivative warrant liabilities | 1,307,500 | 2,353,500 |
Deferred underwriting fees | 12,075,000 | 12,075,000 |
Total Liabilities | 14,499,362 | 14,683,257 |
COMMITMENTS AND CONTINGENCIES | ||
Redeemable Class A Ordinary Shares subject to Possible Redemption: | ||
Class A ordinary shares, $0.0001 par value, 10,198,205 and 34,500,000 shares issued and outstanding subject to possible redemption at December 31, 2023 and 2022, respectively. | 108,901,049 | 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 | (14,344,331) | (14,210,020) |
Total Shareholders' Deficit | (14,343,468) | (14,209,157) |
Total Liabilities, Redeemable Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 109,056,943 | 350,642,439 |
Class A Ordinary Shares [Member] | ||
Shareholders' deficit: | ||
Ordinary shares | 681 | 0 |
Class B Ordinary Shares [Member] | ||
Shareholders' deficit: | ||
Ordinary shares | 182 | 863 |
Related Party [Member] | Sponsor Extension Note [Member] | ||
Current Liabilities: | ||
Notes payable | 300,000 | 0 |
Related Party [Member] | Related Party Note [Member] | ||
Current Liabilities: | ||
Notes payable | $ 300,000 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 issued (in shares) | 10,198,205 | 34,500,000 |
Ordinary shares, shares outstanding (in shares) | 10,198,205 | 34,500,000 |
Shareholders' deficit: | ||
Ordinary shares, 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) | 6,812,500 | 0 |
Ordinary shares, shares outstanding (in shares) | 6,812,500 | 0 |
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) | 1,812,500 | 8,625,000 |
Ordinary shares, shares outstanding (in shares) | 1,812,500 | 8,625,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Interest expense | $ 24,969 | $ 0 |
Interest Expense, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
TOTAL EXPENSES | $ 880,311 | $ 916,353 |
OTHER INCOME | ||
Income earned on cash and marketable securities held in Trust Account | 14,366,790 | 5,137,492 |
Change in fair value of derivative warrant liabilities | 1,046,000 | 10,595,500 |
TOTAL OTHER INCOME | 15,412,790 | 15,732,992 |
Net income | $ 14,532,479 | $ 14,816,639 |
Class A Ordinary Shares [Member] | ||
OTHER INCOME | ||
Basic weighted average shares outstanding (in shares) | 29,905,962 | 34,500,000 |
Diluted weighted average shares outstanding (in shares) | 29,905,962 | 34,500,000 |
Basic net income (loss) share (in dollars per share) | $ 0.49 | $ 0.37 |
Diluted net income (loss) share (in dollars per share) | $ 0.49 | $ 0.37 |
Class A Redeemable Ordinary Shares [Member] | ||
OTHER INCOME | ||
Basic weighted average shares outstanding (in shares) | 29,905,962 | 34,500,000 |
Diluted weighted average shares outstanding (in shares) | 29,905,962 | 34,500,000 |
Basic net income (loss) share (in dollars per share) | $ 0.49 | $ 0.37 |
Diluted net income (loss) share (in dollars per share) | $ 0.49 | $ 0.37 |
Class A Non-redeemable Ordinary Shares [Member] | ||
OTHER INCOME | ||
Basic weighted average shares outstanding (in shares) | 1,287,842 | 0 |
Diluted weighted average shares outstanding (in shares) | 1,287,842 | 0 |
Basic net income (loss) share (in dollars per share) | $ 0 | $ 0 |
Diluted net income (loss) share (in dollars per share) | $ 0 | $ 0 |
Class B Ordinary Shares [Member] | ||
OTHER INCOME | ||
Basic weighted average shares outstanding (in shares) | 7,337,158 | 8,625,000 |
Diluted weighted average shares outstanding (in shares) | 7,337,158 | 8,625,000 |
Basic net income (loss) share (in dollars per share) | $ 0 | $ 0.22 |
Diluted net income (loss) share (in dollars per share) | $ 0 | $ 0.22 |
Related Party [Member] | ||
General and administrative expenses | $ 120,000 | $ 120,000 |
Nonrelated Party [Member] | ||
General and administrative expenses | $ 735,342 | $ 796,353 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Ordinary Shares [Member] Class A Ordinary Shares [Member] | Ordinary Shares [Member] Class B Ordinary Shares [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2021 | $ 0 | $ 863 | $ 0 | $ (23,889,167) | $ (23,888,304) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 8,625,000 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Accretion of Class A ordinary shares to redemption value | $ 0 | $ 0 | 0 | (5,137,492) | (5,137,492) |
Net income | 0 | 0 | 0 | 14,816,639 | 14,816,639 |
Ending balance at Dec. 31, 2022 | $ 0 | $ 863 | 0 | (14,210,020) | (14,209,157) |
Ending balance (in shares) at Dec. 31, 2022 | 0 | 8,625,000 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Accretion of Class A ordinary shares to redemption value | $ 0 | $ 0 | 0 | (14,666,790) | (14,666,790) |
Class B ordinary shares converted to Class A ordinary shares | $ 681 | $ (681) | 0 | 0 | 0 |
Class B ordinary shares converted to Class A ordinary shares ( in shares) | 6,812,500 | (6,812,500) | |||
Net income | $ 0 | $ 0 | 0 | 14,532,479 | 14,532,479 |
Ending balance at Dec. 31, 2023 | $ 681 | $ 182 | $ 0 | $ (14,344,331) | $ (14,343,468) |
Ending balance (in shares) at Dec. 31, 2023 | 6,812,500 | 1,812,500 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Cash Flows From Operating Activities: | |||
Net income | $ 14,532,479 | $ 14,816,639 | |
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) | (5,137,492) | |
Change in fair value of derivative warrant liabilities | (1,046,000) | (10,595,500) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 157,779 | 263,530 | |
Accounts payable and accrued expenses | 262,105 | 213,446 | |
Net Cash Provided By (Used In) Operating Activities | 5,997,745 | (439,377) | |
Cash Flows From Investing Activities: | |||
Reinvestment of dividends and interest earned on the securities | (5,171,784) | 0 | |
Proceeds from redemption of securities held in Trust Account | 2,496,550,550 | 2,076,731,051 | |
Purchase of securities held in Trust Account | (2,133,301,809) | (2,076,731,051) | |
Net Cash Provided by Investing Activities | 358,076,957 | 0 | |
Cash Flows From Financing Activities: | |||
Proceeds from repayment of due from Sponsor | 0 | 100,000 | |
Proceeds from Sponsor extension note | 300,000 | 0 | |
Proceeds from related party notes | 300,000 | 0 | |
Redemption of Class A ordinary shares | (255,934,080) | 0 | |
Payment of offering costs | 0 | (199,143) | |
Net Cash Used in Financing Activities | (255,334,080) | (99,143) | |
Net change in cash and cash held in Trust Account | [1] | 108,740,622 | (538,520) |
Cash at beginning of period | 272,922 | 811,442 | |
Cash and cash held in Trust at end of period | 109,013,544 | 272,922 | |
Supplemental disclosure of non-cash financing activities: | |||
Accretion of Class A ordinary shares to redemption value | 14,666,790 | 5,137,492 | |
Class B ordinary shares converted to Class A ordinary shares | $ 681 | $ 0 | |
[1]As of December 31, 2023, there was $108,901,049 of cash held in the Trust account. There was no cash held in the Trust Account as of December 31, 2022 |
STATEMENTS OF CASH FLOWS (Paren
STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
STATEMENTS OF CASH FLOWS [Abstract] | ||
Cash held in Trust account | $ 108,901,049 | $ 0 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 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 December 31, 2023, the Company had not commenced any operations. All activity for the period from March 3, 2021 (inception) through December 31, 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 cash raised in the Initial Public Offering and held in the Trust. 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”). On October 17, 2023 and October 23, 2023, holders of 6,812,500 Class B ordinary shares of the Company voluntarily elected to convert such shares of Class B Common Stock to shares of Class A ordinary shares on a one-for-one basis in accordance with the Company’s amended and restated memorandum and articles of association. Additionally, 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. As of December 31, 2023, the balance in the Trust Account was approximately $109 million. On February 2, 2024, the Company held an extraordinary general meeting of the shareholder’s (the “Second Extraordinary General Meeting”) to vote on certain proposals as described below. At the Second Extraordinary General Meeting, the Company’s shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Second Extension Amendment”) to extend the date by which the Company must consummate a business combination from February 8, 2024 to June 8, 2024 (the “Second Extended Date”). Additionally, the Company’s shareholders elected to redeem 3,940,414 public shares of the Company at a redemption price of approximately $10.73 per share, for an aggregate redemption amount of approximately $42.3 million (the “Second Redemption”). After the satisfaction of the Second Redemption on February 2, 2024, the balance in the Trust Account was approximately $67.2 million. 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. On October 10, 2023, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we instructed Continental, the trustee with respect to the trust account, to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in an interest-bearing demand deposit account currently yielding interest of approximately 4.5% per annum until the earlier of the consummation of our initial business combination or liquidation. 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. 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 32 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 December 31, 2023, the Company had $112,495 in cash and working capital deficit of $960,968. 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,” 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 | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ( “ 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 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 December 31, 2023 and 2022. Cash and Marketable Securities held in Trust Account At December 31, 2023, all of the assets held in the Trust Account were in an interest bearing demand deposit account. At December 31, 2022, substantially all of the assets held in the Trust Account were comprised of U.S. government securities. The Company’s investments held in the Trust Account at December 31, 2022 were classified as trading securities. The Company’s portfolio of investments held in the Trust Account were 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 until October 10, 2023. On October 10, 2023, to mitigate the risk of the Company being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account yielding interest of approximately 4.5% per annum at December 31, 2023 until the earlier of the consummation of our initial business combination or liquidation. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities 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. At December 31, 2023 and 2022, the cash and investments held in the Trust Account totaled $108,901,049 and $350,168,339, respectively. Class A Ordinary Shares subject to Possible Redemption The Company’s Class A ordinary shares subject to possible redemption 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 December 31, 2023 and 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 At December 31, 2023 and 2022, the Class A ordinary shares reflected in the balance sheets is reconciled in the following table: 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 Fair value of redeemed shares (255,934,080 ) Remeasurement adjustment of carrying value to redemption value 14,666,790 Balance, December 31, 2023 $ 108,901,049 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 December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income per Share Net income per share is computed by dividing net income 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 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 year ended December 31, 2023: For the Year Ended December 31, 2023 Net income $ 14,532,479 Accretion of temporary equity to redemption value (14,666,790 ) Net loss including accretion of temporary equity to redemption value $ (134,311 ) For the Year Ended December 31, 2023 Class A Redeemable Class A Non-Redeemable Class B Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net loss including accretion of temporary equity $ (104,246 ) $ (4,490 ) $ (25,576 ) Allocation of accretion of temporary equity to Class A Ordinary shares 14,666,790 — — Allocation of net income (loss) $ 14,562,544 $ (4,490 ) $ (25,576 ) Denominator: Weighted-average shares outstanding 29,905,962 1,287,842 7,337,158 Basic and diluted net income (loss) per ordinary share $ 0.49 $ (0.00 ) $ (0.00 ) The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the year ended December 31, 2022: For the Year Ended December 31, 2022 Net income $ 14,816,639 Accretion of temporary equity to redemption value (5,137,492 ) Net income including accretion of temporary equity to redemption value $ 9,679,147 For the Year Ended December 31, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 7,743,317 $ 1,935,830 Allocation of accretion of temporary equity to Class A Ordinary shares 5,137,492 — Allocation of net income $ 12,880,809 $ 1,935,830 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.37 $ 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 December 31, 2023 and 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. 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” whereby under that provision the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the balance to fair value at each reporting date. This liability is re-measured at each balance sheet date until the Public Warrants and the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. Such warrant classification is also subject to re-evaluation at each reporting period. 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 PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2023 | |
PRIVATE PLACEMENT [Abstract] | |
PRIVATE PLACEMENT | NOTE 3 - PRIVATE PLACEMENT 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 | 12 Months Ended |
Dec. 31, 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. On October 17, 2023 and October 23, 2023, in connection with the Extension Amendment, 6,812,500 Founder Shares were converted into Class A ordinary shares (see Note 1). General and Administrative Services Commencing on the date the Units were first listed on the NYSE, the Company 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 year ended December 31, 2023 and 2022, the Company recorded $120,000 respectively in fees pursuant to the agreement, which are recorded in the statements of operations. As of December 31, 2023 and 2022, $270,000 and $150,000, respectively, was due to the Sponsor which is included in accounts payable and accrued expenses on the accompanying balance sheets. Sponsor Extension 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 established in connection with its initial public offering 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) February 8, 2024 (the “Extended Date”). The maximum aggregate amount of deposits shall be $400,000. The extension note is non-interest bearing. As of December 31, 2023, a total of $300,000 was deposited into the Trust Account pursuant to this agreement. Notes Payable – Related Parties 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. Interest on the notes shall accrue on the principal of each drawdown under the note outstanding from time to time at a rate per annum equal to Term SOFR for the interest period therefor plus 3%. 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 December 31, 2023 and 2022, there were no amounts outstanding under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 2023 | |
SHAREHOLDER'S EQUITY [Abstract] | |
SHAREHOLDER'S EQUITY | NOTE 6 - SHAREHOLDER’S EQUITY Preferred Shares - The Company is authorized to issue 1,000,000 shares of preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2023 and 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares - The Company is authorized to issue 300,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2023 and 2022, there were 17,010,705 and 34,500,000 shares of the Class A ordinary shares issued and outstanding, outstanding, including 10,198,205 and 34,500,000 Class A ordinary shares subject to possible conversion that are classified as temporary equity in the accompanying balance sheets, respectively. Class B Ordinary Shares - The Company is authorized to issue 30,000,000 shares of Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of December 31, 2023 and 2022, there were 1,812,500 and 8,625,000 shares of Class B ordinary shares issued and outstanding, respectively. Upon close of the Initial Public Offering, the Class B ordinary shares were allocated as follows: 6,494,800 by Sponsor, 80,000 by independent directors and 2,050,200 by anchor investors. 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 | 12 Months Ended |
Dec. 31, 2023 | |
DERIVATIVE WARRANT LIABILITIES [Abstract] | |
DERIVATIVE WARRANT LIABILITIES | NOTE 7 - DERIVATIVE WARRANT LIABILITIES The Company accounts for the 26,150,000 warrants 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 - Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • 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 - Once the warrants become exercisable, the Company may redeem the outstanding Public warrants: • 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2023 December 31, 2022 Assets: Marketable Securities held in Trust Account 1 $ — $ 350,168,339 Liabilities: Derivative warrant liabilities – Private Placement Warrants 2 $ 445,000 $ 801,000 Derivative warrant liabilities – Public Warrants 1 $ 862,500 $ 1,552,500 $ 1,307,500 $ 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 Warrants Public Warrants Total Fair value at December 31, 2021 $ 4,324,000 $ 8,625,000 $ 12,949,000 Change in fair value (3,523,000 ) (7,072,500 ) (10,595,500 ) Fair value at December 31, 2022 801,000 1,552,500 2,353,500 Change in fair value (356,000 ) (690,000 ) (1,046,000 ) Fair value at December 31, 2023 $ 445,000 $ 862,500 $ 1,307,500 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 - SUBSEQUENT EVENTS As discussed above, on February 2, 2024, the Company’s shareholders elected to redeem 3,940,414 public shares of the Company at a redemption price of approximately $10.73 per share, for an aggregate redemption amount of approximately $42.3 million (the “Second Redemption”). After the satisfaction of the Second Redemption on February 2, 2024, the balance in the Trust Account was approximately $67.2 million. On February 6, 2024, the Company issued a promissory note to Enphys Management Company LLC, a Delaware limited liability company, pursuant to which Enphys Management Company LLC or one or more of its affiliates or designees will deposit into the Company’s trust account established in connection with its initial public offering an amount equal to the lesser of (i) $0.02 per public share of the Company multiplied by the number of public shares of the Company then outstanding and (ii) $80,000, for each calendar month until the earlier of (i) the Company’s completion of a business combination and (ii) June 8, 2024. The maximum aggregate amount of deposits shall be $320,000. This note included a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. On March 1, 2024, the Company issued two promissory notes to the Sponsor, pursuant to which the Company may borrow $100,000 pursuant to each note 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. These notes included a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. |
INSIDER TRADING ARRANGEMENTS
INSIDER TRADING ARRANGEMENTS | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ( “ |
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 December 31, 2023 and 2022. |
Cash and Marketable Securities held in Trust Account | Cash and Marketable Securities held in Trust Account At December 31, 2023, all of the assets held in the Trust Account were in an interest bearing demand deposit account. At December 31, 2022, substantially all of the assets held in the Trust Account were comprised of U.S. government securities. The Company’s investments held in the Trust Account at December 31, 2022 were classified as trading securities. The Company’s portfolio of investments held in the Trust Account were 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 until October 10, 2023. On October 10, 2023, to mitigate the risk of the Company being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account yielding interest of approximately 4.5% per annum at December 31, 2023 until the earlier of the consummation of our initial business combination or liquidation. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities 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. At December 31, 2023 and 2022, the cash and investments held in the Trust Account totaled $108,901,049 and $350,168,339, respectively. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares subject to Possible Redemption The Company’s Class A ordinary shares subject to possible redemption 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 December 31, 2023 and 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 At December 31, 2023 and 2022, the Class A ordinary shares reflected in the balance sheets is reconciled in the following table: 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 Fair value of redeemed shares (255,934,080 ) Remeasurement adjustment of carrying value to redemption value 14,666,790 Balance, December 31, 2023 $ 108,901,049 |
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 December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Income per Share | Net Income per Share Net income per share is computed by dividing net income 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 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 year ended December 31, 2023: For the Year Ended December 31, 2023 Net income $ 14,532,479 Accretion of temporary equity to redemption value (14,666,790 ) Net loss including accretion of temporary equity to redemption value $ (134,311 ) For the Year Ended December 31, 2023 Class A Redeemable Class A Non-Redeemable Class B Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net loss including accretion of temporary equity $ (104,246 ) $ (4,490 ) $ (25,576 ) Allocation of accretion of temporary equity to Class A Ordinary shares 14,666,790 — — Allocation of net income (loss) $ 14,562,544 $ (4,490 ) $ (25,576 ) Denominator: Weighted-average shares outstanding 29,905,962 1,287,842 7,337,158 Basic and diluted net income (loss) per ordinary share $ 0.49 $ (0.00 ) $ (0.00 ) The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the year ended December 31, 2022: For the Year Ended December 31, 2022 Net income $ 14,816,639 Accretion of temporary equity to redemption value (5,137,492 ) Net income including accretion of temporary equity to redemption value $ 9,679,147 For the Year Ended December 31, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 7,743,317 $ 1,935,830 Allocation of accretion of temporary equity to Class A Ordinary shares 5,137,492 — Allocation of net income $ 12,880,809 $ 1,935,830 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.37 $ 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 December 31, 2023 and 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. |
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” whereby under that provision the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjusts the balance to fair value at each reporting date. This liability is re-measured at each balance sheet date until the Public Warrants and the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. Such warrant classification is also subject to re-evaluation at each reporting period. |
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) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Class A Ordinary Shares subject to Possible Redemption | At December 31, 2023 and 2022, the Class A ordinary shares reflected in the balance sheets is reconciled in the following table: 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 Fair value of redeemed shares (255,934,080 ) Remeasurement adjustment of carrying value to redemption value 14,666,790 Balance, December 31, 2023 $ 108,901,049 |
Basic and Diluted Net Income 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 year ended December 31, 2023: For the Year Ended December 31, 2023 Net income $ 14,532,479 Accretion of temporary equity to redemption value (14,666,790 ) Net loss including accretion of temporary equity to redemption value $ (134,311 ) For the Year Ended December 31, 2023 Class A Redeemable Class A Non-Redeemable Class B Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net loss including accretion of temporary equity $ (104,246 ) $ (4,490 ) $ (25,576 ) Allocation of accretion of temporary equity to Class A Ordinary shares 14,666,790 — — Allocation of net income (loss) $ 14,562,544 $ (4,490 ) $ (25,576 ) Denominator: Weighted-average shares outstanding 29,905,962 1,287,842 7,337,158 Basic and diluted net income (loss) per ordinary share $ 0.49 $ (0.00 ) $ (0.00 ) The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts) for the year ended December 31, 2022: For the Year Ended December 31, 2022 Net income $ 14,816,639 Accretion of temporary equity to redemption value (5,137,492 ) Net income including accretion of temporary equity to redemption value $ 9,679,147 For the Year Ended December 31, 2022 Redeemable Non-Redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 7,743,317 $ 1,935,830 Allocation of accretion of temporary equity to Class A Ordinary shares 5,137,492 — Allocation of net income $ 12,880,809 $ 1,935,830 Denominator: Weighted-average shares outstanding 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.37 $ 0.22 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2023 December 31, 2022 Assets: Marketable Securities held in Trust Account 1 $ — $ 350,168,339 Liabilities: Derivative warrant liabilities – Private Placement Warrants 2 $ 445,000 $ 801,000 Derivative warrant liabilities – Public Warrants 1 $ 862,500 $ 1,552,500 $ 1,307,500 $ 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 Warrants Public Warrants Total Fair value at December 31, 2021 $ 4,324,000 $ 8,625,000 $ 12,949,000 Change in fair value (3,523,000 ) (7,072,500 ) (10,595,500 ) Fair value at December 31, 2022 801,000 1,552,500 2,353,500 Change in fair value (356,000 ) (690,000 ) (1,046,000 ) Fair value at December 31, 2023 $ 445,000 $ 862,500 $ 1,307,500 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN, Summary (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Feb. 02, 2024 | Oct. 23, 2023 | Oct. 06, 2023 | Dec. 31, 2023 | |
Stock Conversion and Redemptions [Abstract] | ||||
Number of Class B ordinary shares converted to Class A shares (in shares) | 1 | |||
Subsequent Event [Member] | ||||
Stock Conversion and Redemptions [Abstract] | ||||
Number of shares redeemed (in shares) | 3,940,414 | |||
Redemption price of shares redeemed (in dollars per share) | $ 10.73 | |||
Aggregate redemption value of stock redeemed | $ 42.3 | |||
Balance in trust account | $ 67.2 | |||
Class A Ordinary Shares [Member] | ||||
Stock Conversion and Redemptions [Abstract] | ||||
Number of Class B ordinary shares converted to Class A shares (in shares) | 6,812,500 | |||
Conversion basis for each stock converted (in shares) | 1 | |||
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 | |||
Balance in trust account | $ 109 | |||
Class B Ordinary Shares [Member] | ||||
Stock Conversion and Redemptions [Abstract] | ||||
Number of Class B ordinary shares converted to Class A shares (in shares) | 6,812,500 |
DESCRIPTION OF ORGANIZATION A_3
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] | 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_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN, Trust Account (Details) - USD ($) | 12 Months Ended | |||
Oct. 10, 2023 | Oct. 08, 2021 | Dec. 31, 2023 | 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 | $ 2,133,301,809 | $ 2,076,731,051 | ||
Demand Deposits [Member] | ||||
Proceeds from Issuance or Sale of Equity [Abstract] | ||||
Interest-bearing demand deposit account yielding interest rate | 4.50% | |||
Private Placement Warrants [Member] | ||||
Proceeds from Issuance or Sale of Equity [Abstract] | ||||
Net proceeds deposited in Trust Account | $ 6,900,000 |
DESCRIPTION OF ORGANIZATION A_5
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN, Initial Business Combination (Details) | 12 Months Ended | |
Oct. 08, 2021 $ / shares | Dec. 31, 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 | 32 months | |
Amount of interest to pay dissolution expenses | $ 100,000 |
DESCRIPTION OF ORGANIZATION A_6
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN, Going Concern, Liquidity and Management's Plan (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Going Concern, Liquidity and Management's Plan [Abstract] | ||
Cash | $ 112,495 | $ 272,922 |
Working capital | $ 960,968 | $ 219,343 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash Equivalents (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Marketable Securities Held in Trust Account (Details) - USD ($) | Oct. 10, 2023 | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and Marketable Securities Held in Trust Account [Abstract] | |||
Cash and investments held in trust account | $ 108,901,049 | $ 350,168,339 | |
Demand Deposits [Member] | |||
Cash and Marketable Securities Held in Trust Account [Abstract] | |||
Interest-bearing deposit account yielding interest rate | 4.50% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Ordinary Shares subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Beginning balance | $ 350,168,339 | |
Fair value of redeemed shares | (255,934,080) | $ 0 |
Ending balance | 108,901,049 | 350,168,339 |
Initial Public Offering [Member] | ||
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Beginning balance | 350,168,339 | 345,030,847 |
Fair value of redeemed shares | (255,934,080) | |
Remeasurement adjustment of carrying value to redemption value | 14,666,790 | 5,137,492 |
Ending balance | $ 108,901,049 | $ 350,168,339 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net Income per Ordinary Share [Abstract] | ||
Net income | $ 14,532,479 | $ 14,816,639 |
Accretion of temporary equity to redemption value | (14,666,790) | (5,137,492) |
Net (loss) income including accretion of temporary equity to redemption value | (134,311) | 9,679,147 |
Numerator [Abstract] | ||
Allocation of net (loss) income including accretion of temporary equity | (134,311) | 9,679,147 |
Class A Redeemable [Member] | ||
Net Income per Ordinary Share [Abstract] | ||
Net (loss) income including accretion of temporary equity to redemption value | (104,246) | 7,743,317 |
Numerator [Abstract] | ||
Allocation of net (loss) income including accretion of temporary equity | (104,246) | 7,743,317 |
Allocation of accretion of temporary equity to Class A Ordinary shares | 14,666,790 | 5,137,492 |
Allocation of net income (loss) | $ 14,562,544 | $ 12,880,809 |
Denominator [Abstract] | ||
Basic weighted-average shares outstanding (in shares) | 29,905,962 | 34,500,000 |
Diluted weighted-average shares outstanding (in shares) | 29,905,962 | 34,500,000 |
Basic net income (loss) per ordinary share (in dollars per share) | $ 0.49 | $ 0.37 |
Diluted net income (loss) per ordinary share (in dollars per share) | $ 0.49 | $ 0.37 |
Class A Non-Redeemable [Member] | ||
Net Income per Ordinary Share [Abstract] | ||
Net (loss) income including accretion of temporary equity to redemption value | $ (4,490) | |
Numerator [Abstract] | ||
Allocation of net (loss) income including accretion of temporary equity | (4,490) | |
Allocation of accretion of temporary equity to Class A Ordinary shares | 0 | |
Allocation of net income (loss) | $ (4,490) | |
Denominator [Abstract] | ||
Basic weighted-average shares outstanding (in shares) | 1,287,842 | 0 |
Diluted weighted-average shares outstanding (in shares) | 1,287,842 | 0 |
Basic net income (loss) per ordinary share (in dollars per share) | $ 0 | $ 0 |
Diluted net income (loss) per ordinary share (in dollars per share) | $ 0 | $ 0 |
Class B Non-Redeemable [Member] | ||
Net Income per Ordinary Share [Abstract] | ||
Net (loss) income including accretion of temporary equity to redemption value | $ (25,576) | $ 1,935,830 |
Numerator [Abstract] | ||
Allocation of net (loss) income including accretion of temporary equity | (25,576) | 1,935,830 |
Allocation of accretion of temporary equity to Class A Ordinary shares | 0 | 0 |
Allocation of net income (loss) | $ (25,576) | $ 1,935,830 |
Denominator [Abstract] | ||
Basic weighted-average shares outstanding (in shares) | 7,337,158 | 8,625,000 |
Diluted weighted-average shares outstanding (in shares) | 7,337,158 | 8,625,000 |
Basic net income (loss) per ordinary share (in dollars per share) | $ 0 | $ 0.22 |
Diluted net income (loss) per ordinary share (in dollars per share) | $ 0 | $ 0.22 |
Warrants [Member] | ||
Net Income per Ordinary Share [Abstract] | ||
Warrants exercisable to purchase of aggregate class A ordinary shares (in shares) | 26,150,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 12 Months Ended | |
Oct. 08, 2021 | Dec. 31, 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 ($) | 12 Months Ended | ||||
Oct. 23, 2023 | Oct. 05, 2021 | Mar. 04, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |||||
Number of Founder Shares converted to Class A shares (in shares) | 1 | ||||
Class A Ordinary Shares [Member] | |||||
Related Party Transactions [Abstract] | |||||
Ordinary shares, shares outstanding (in shares) | 6,812,500 | 0 | |||
Trading day threshold period | 20 days | ||||
Threshold consecutive trading days | 30 days | ||||
Number of Founder Shares converted to Class A shares (in shares) | 6,812,500 | ||||
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) | 1,812,500 | 8,625,000 | |||
Number of Founder Shares converted to Class A shares (in shares) | 6,812,500 | ||||
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 ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and Administrative Services [Member] | ||
Related Party Transactions [Abstract] | ||
Fees incurred | $ 120,000 | $ 120,000 |
Sponsor [Member] | Accounts Payable and Accrued Expenses [Member] | ||
Related Party Transactions [Abstract] | ||
Due to related parties | 270,000 | $ 150,000 |
Sponsor [Member] | General and Administrative Services [Member] | ||
Related Party Transactions [Abstract] | ||
Monthly related party fee | $ 10,000 |
RELATED PARTIES, Sponsor Extens
RELATED PARTIES, Sponsor Extension Note (Details) - Promissory Note [Member] - Sponsor Extension Note [Member] - USD ($) | Dec. 31, 2023 | Oct. 10, 2023 |
Sponsor Extension Note [Abstract] | ||
Outstanding | $ 300,000 | |
Maximum [Member] | ||
Sponsor Extension Note [Abstract] | ||
Amount to be deposit in trust account on monthly | $ 100,000 | |
Aggregate amount to be deposited in trust account | $ 400,000 | |
Class A Ordinary Shares [Member] | Maximum [Member] | ||
Sponsor Extension Note [Abstract] | ||
Share price used to calculate deposit amount in trust account (in dollars per share) | $ 0.025 |
RELATED PARTIES, Notes Payable
RELATED PARTIES, Notes Payable - Related Parties (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Oct. 30, 2023 | |
Related Party Note [Abstract] | |||
Interest expense | $ 24,969 | $ 0 | |
Promissory Note [Member] | Sponsor [Member] | Related Party Note [Member] | |||
Related Party Note [Abstract] | |||
Aggregate principal amount | $ 300,000 | ||
Outstanding | $ 300,000 | ||
Promissory Note [Member] | Sponsor [Member] | Related Party Note [Member] | SOFR [Member] | |||
Related Party Note [Abstract] | |||
Variable interest rate | 3% | ||
General and Administrative Services [Member] | Sponsor [Member] | Related Party Note [Member] | |||
Related Party Note [Abstract] | |||
Interest expense | $ 24,969 |
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 ($) | Dec. 31, 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) | 12 Months Ended | ||
Oct. 08, 2021 USD ($) $ / shares shares | Dec. 31, 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 | Dec. 31, 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) | 12 Months Ended | |||
Oct. 23, 2023 shares | Mar. 04, 2021 shares | Dec. 31, 2023 Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Stockholder's 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] | ||||
Stockholder's Equity [Abstract] | ||||
Ordinary shares, shares authorized (in shares) | 300,000,000 | 300,000,000 | ||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Votes per share | Vote | 1 | |||
Ordinary shares, shares issued (in shares) | 17,010,705 | 34,500,000 | ||
Ordinary shares, shares outstanding (in shares) | 17,010,705 | 34,500,000 | ||
Ordinary shares, subject to possible conversion, outstanding (in shares) | 10,198,205 | 34,500,000 | ||
Ordinary shares, subject to possible conversion, issued (in shares) | 10,198,205 | 34,500,000 | ||
Conversion of stock at the time of an initial business combination (in shares) | 6,812,500 | |||
Class B Ordinary Shares [Member] | ||||
Stockholder's 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) | 1,812,500 | 8,625,000 | ||
Ordinary shares, shares outstanding (in shares) | 1,812,500 | 8,625,000 | ||
Conversion of stock at the time of an initial business combination (in shares) | 6,812,500 | |||
Class B Ordinary Shares [Member] | Anchor Investors [Member] | ||||
Stockholder's Equity [Abstract] | ||||
Class B ordinary shares allocated (in shares) | 2,050,200 | 2,050,200 | ||
Class B Ordinary Shares [Member] | Sponsor [Member] | ||||
Stockholder's 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] | ||||
Stockholder's Equity [Abstract] | ||||
Class B ordinary shares allocated (in shares) | 80,000 | 80,000 |
DERIVATIVE WARRANT LIABILITIES
DERIVATIVE WARRANT LIABILITIES (Details) - $ / shares | 12 Months Ended | |
Oct. 08, 2021 | Dec. 31, 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) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities [Abstract] | ||
Derivative warrant liabilities | $ 1,307,500 | $ 2,353,500 |
Recurring [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 1,307,500 | 2,353,500 |
Recurring [Member] | Level 1 [Member] | ||
Assets [Abstract] | ||
Marketable Securities held in Trust Account | 0 | 350,168,339 |
Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | 862,500 | 1,552,500 |
Recurring [Member] | Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Derivative warrant liabilities | $ 445,000 | $ 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 ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants [Member] | ||
Unobservable Input Reconciliation [Roll Forward] | ||
Fair value, beginning of period | $ 2,353,500 | $ 12,949,000 |
Change in fair value | (1,046,000) | (10,595,500) |
Fair value, end of period | 1,307,500 | 2,353,500 |
Private Placement Warrants [Member] | ||
Unobservable Input Reconciliation [Roll Forward] | ||
Fair value, beginning of period | 801,000 | 4,324,000 |
Change in fair value | (356,000) | (3,523,000) |
Fair value, end of period | 445,000 | 801,000 |
Public Warrants [Member] | ||
Unobservable Input Reconciliation [Roll Forward] | ||
Fair value, beginning of period | 1,552,500 | 8,625,000 |
Change in fair value | (690,000) | (7,072,500) |
Fair value, end of period | $ 862,500 | $ 1,552,500 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] | Feb. 02, 2024 USD ($) $ / shares shares | Mar. 01, 2024 USD ($) PromissoryNote | Feb. 06, 2024 USD ($) $ / shares |
Class B Conversion and Redemptions [Abstract] | |||
Number of shares redeemed (in shares) | shares | 3,940,414 | ||
Redemption price of shares redeemed (in dollars per share) | $ / shares | $ 10.73 | ||
Aggregate redemption value of stock redeemed | $ 42,300,000 | ||
Balance in trust account | $ 67,200,000 | ||
Sponsor [Member] | |||
Class B Conversion and Redemptions [Abstract] | |||
Number of promissory notes issued | PromissoryNote | 2 | ||
Promissory Note [Member] | Sponsor [Member] | |||
Class B Conversion and Redemptions [Abstract] | |||
Aggregate principal amount | $ 100,000 | ||
Promissory Note [Member] | Maximum [Member] | |||
Class B Conversion and Redemptions [Abstract] | |||
Amount to be deposit in trust account on monthly | $ 80,000 | ||
Aggregate amount to be deposited in trust account | $ 320,000 | ||
Public Shares [Member] | |||
Class B Conversion and Redemptions [Abstract] | |||
Number of shares redeemed (in shares) | shares | 3,940,414 | ||
Redemption price of shares redeemed (in dollars per share) | $ / shares | $ 10.73 | ||
Aggregate redemption value of stock redeemed | $ 42,300,000 | ||
Balance in trust account | $ 67,200,000 | ||
Public Shares [Member] | Promissory Note [Member] | Maximum [Member] | |||
Class B Conversion and Redemptions [Abstract] | |||
Share price used to calculate deposit amount in trust account (in dollars per share) | $ / shares | $ 0.02 |