Volato (SOAR) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 14, 2023
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Document Transition Report	false
Entity File Number	001-41104
Entity Registrant Name	PROOF ACQUISITION CORP I
Entity Central Index Key	0001853070
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2707040
Entity Address, Address Line One	11911 Freedom Drive
Entity Address, Address Line Two	Suite 1080
Entity Address, City or Town	Reston
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20190
City Area Code	571
Local Phone Number	310-4949
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	PACI.U
Security Exchange Name	NYSE
Class A Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share (included as part of the Units)
Trading Symbol	PACI
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		6,443,098
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants (included as part of the Units)
Trading Symbol	PACI.WS
Security Exchange Name	NYSE
Class B Common Stock [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		6,900,000

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 489,590	$ 1,342,435
Prepaid expenses	123,334	467,021
Total current assets	612,924	1,809,456
Investments held in Trust	69,830,544	285,581,779
Total Assets	70,443,468	287,391,235
Current Liabilities:
Accrued expenses	1,286,564	132,417
Excise tax payable	2,209,958	0
Income tax payable	2,028,472	455,833
Total current liabilities	5,524,994	588,250
Deferred income taxes	62,441	317,426
Total Liabilities	5,587,435	905,676
Commitments and contingencies (Note 4)
Temporary Equity:
Class A common stock subject to possible redemption; $0.0001 par value; 6,443,098 and 27,600,000 shares at redemption value of $10.74 and $10.31 at September 30, 2023 and December 31, 2022, respectively	69,209,295	284,449,019
Stockholders' Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
(Accumulated Deficit) Retained earnings	(4,353,952)	2,035,850
Total Stockholders' (Deficit) Equity	(4,353,262)	2,036,540
Total Liabilities, Temporary Equity and Stockholders' (Deficit) Equity	70,443,468	287,391,235
Class A Common Stock [Member]
Temporary Equity:
Class A common stock subject to possible redemption; $0.0001 par value; 6,443,098 and 27,600,000 shares at redemption value of $10.74 and $10.31 at September 30, 2023 and December 31, 2022, respectively	69,209,295	284,449,019
Stockholders' Equity (Deficit):
Common stock	0	0
Class B Common Stock [Member]
Stockholders' Equity (Deficit):
Common stock	$ 690	$ 690

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Stockholders' Equity (Deficit):
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
Temporary Equity:
Common stock, subject to possible redemption, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, subject to possible redemption (in shares)	6,443,098	27,600,000
Common stock, redemption price per share (in dollars per share)	$ 10.74	$ 10.31
Stockholders' Equity (Deficit):
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	70,000,000	70,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class B Common Stock [Member]
Stockholders' Equity (Deficit):
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	12,500,000	12,500,000
Common stock, shares issued (in shares)	6,900,000	6,900,000
Common stock, shares outstanding (in shares)	6,900,000	6,900,000

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income (loss) from operations
Formation and operating expenses	$ 2,289,115	$ 362,596	$ 3,512,144	$ 1,355,699
Operating loss	(2,289,115)	(362,596)	(3,512,144)	(1,355,699)
Interest income - investments held in Trust Account	894,699	756,823	6,406,043	1,156,737
Other income	894,699	756,823	6,406,043	1,156,737
Income (loss) before income tax	(1,394,416)	394,227	2,893,899	(198,962)
Income tax expense	(178,920)	(146,608)	(1,317,654)	(176,468)
Net income (loss)	(1,573,336)	247,619	1,576,245	(375,430)
Class A Common Stock [Member]
Income (loss) from operations
Net income (loss)	$ (759,731)	$ 198,095	$ 1,125,241	$ (300,344)
Weighted average shares outstanding, basic (in shares)	6,443,098	27,600,000	17,215,294	27,600,000
Weighted average shares outstanding, diluted (in shares)	6,443,098	27,600,000	17,215,294	27,600,000
Basic net income (loss) per share (in dollars per share)	$ (0.12)	$ 0.01	$ 0.07	$ (0.01)
Diluted net income (loss) per share (in dollars per share)	$ (0.12)	$ 0.01	$ 0.07	$ (0.01)
Class B Common Stock [Member]
Income (loss) from operations
Net income (loss)	$ (813,605)	$ 49,524	$ 451,004	$ (75,086)
Weighted average shares outstanding, basic (in shares)	6,900,000	6,900,000	6,900,000	6,900,000
Weighted average shares outstanding, diluted (in shares)	6,900,000	6,900,000	6,900,000	6,900,000
Basic net income (loss) per share (in dollars per share)	$ (0.12)	$ 0.01	$ 0.07	$ (0.01)
Diluted net income (loss) per share (in dollars per share)	$ (0.12)	$ 0.01	$ 0.07	$ (0.01)

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock [Member] Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings (Accumulated Deficit) [Member]	Total	Class B Common Stock [Member]
Beginning balance at Dec. 31, 2021	$ 690	$ 0	$ (6,245,863)	$ (6,245,173)
Beginning balance (in shares) at Dec. 31, 2021	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (Loss)	$ 0	0	(466,910)	(466,910)
Ending balance at Mar. 31, 2022	$ 690	0	(6,712,773)	(6,712,083)
Ending balance (in shares) at Mar. 31, 2022	6,900,000
Beginning balance at Dec. 31, 2021	$ 690	0	(6,245,863)	(6,245,173)
Beginning balance (in shares) at Dec. 31, 2021	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (Loss)				(375,430)	$ (75,086)
Ending balance at Sep. 30, 2022	$ 690	0	(7,293,245)	(7,292,555)
Ending balance (in shares) at Sep. 30, 2022	6,900,000
Beginning balance at Mar. 31, 2022	$ 690	0	(6,712,773)	(6,712,083)
Beginning balance (in shares) at Mar. 31, 2022	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A Common Stock to redemption value		0	(141,596)	(141,596)
Net income (Loss)	$ 0	0	(156,141)	(156,141)
Ending balance at Jun. 30, 2022	$ 690	0	(7,010,509)	(7,009,819)
Ending balance (in shares) at Jun. 30, 2022	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A Common Stock to redemption value		0	(530,355)	(530,355)
Net income (Loss)	$ 0	0	247,619	247,619	49,524
Ending balance at Sep. 30, 2022	$ 690	0	(7,293,245)	(7,292,555)
Ending balance (in shares) at Sep. 30, 2022	6,900,000
Beginning balance at Dec. 31, 2022	$ 690	0	2,035,850	2,036,540
Beginning balance (in shares) at Dec. 31, 2022	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A Common Stock to redemption value		0	(2,353,363)	(2,353,363)
Net income (Loss)	$ 0	0	1,879,261	1,879,261
Ending balance at Mar. 31, 2023	$ 690	0	1,561,748	1,562,438
Ending balance (in shares) at Mar. 31, 2023	6,900,000
Beginning balance at Dec. 31, 2022	$ 690	0	2,035,850	2,036,540
Beginning balance (in shares) at Dec. 31, 2022	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (Loss)				1,576,245	451,004
Ending balance at Sep. 30, 2023	$ 690	0	(4,353,952)	(4,353,262)
Ending balance (in shares) at Sep. 30, 2023	6,900,000
Beginning balance at Mar. 31, 2023	$ 690	0	1,561,748	1,562,438
Beginning balance (in shares) at Mar. 31, 2023	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excise tax on Class A Common Stock redemptions		0	(2,209,958)	(2,209,958)
Remeasurement of Class A Common Stock to redemption value		0	(2,410,447)	(2,410,447)
Net income (Loss)	$ 0	0	1,270,320	1,270,320
Ending balance at Jun. 30, 2023	$ 690	0	(1,788,337)	(1,787,647)
Ending balance (in shares) at Jun. 30, 2023	6,900,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A Common Stock to redemption value		0	(992,279)	(992,279)
Net income (Loss)	$ 0	0	(1,573,336)	(1,573,336)	$ (813,605)
Ending balance at Sep. 30, 2023	$ 690	$ 0	$ (4,353,952)	$ (4,353,262)
Ending balance (in shares) at Sep. 30, 2023	6,900,000

UNAUDITED CONDENSED CONSOLIDA_3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ (1,573,336)	$ 1,576,245	$ (375,430)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income earned on Trust assets	(894,699)	(6,406,043)	(1,156,737)
Changes in operating assets and liabilities:
Prepaid expenses		343,687	402,450
Income taxes payable		1,572,639	0
Deferred income taxes		(254,985)	0
Accrued expenses		1,154,147	71,926
Net cash used in operating activities		(2,014,310)	(1,057,791)
Cash flows from investing activities:
Deposit into Trust Account for extension	(360,000)	(800,000)	0
Withdrawal from Trust Account for redemptions		220,995,813	0
Withdrawal from Trust Account for working capital and tax		1,961,465	0
Net cash provided by investing activities		222,157,278	0
Cash flows from financing activities:
Trust redemptions		(220,995,813)	0
Net cash used in financing activities		(220,995,813)	0
Net change in cash		(852,845)	(1,057,791)
Cash at beginning of period		1,342,435	2,579,658
Cash at end of period	$ 489,590	489,590	1,521,867
Non-cash financing activities:
Excise tax on redemption of Class A common stock subject to possible redemption		2,209,958	0
Remeasurement of Class A Common Stock Subject to Possible Redemption		$ 5,756,089	$ 671,951

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	9 Months Ended
	Sep. 30, 2023
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1 - DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN PROOF Acquisition Corp I (the “Company”) was incorporated in Delaware on March 16, 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 (collectively, the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company had limited operations and no operating revenues. All activity for the period from March 16, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and, since the closing of the Initial Public Offering, a search for a Business Combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. On August 1, 2023, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with PACI Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and Volato, Inc., a Georgia corporation (“Volato”). Pursuant to the terms of the Business Combination Agreement, a business combination between the Company and Volato will be effected through the merger of Merger Sub with and into Volato, with Volato surviving the merger as a wholly-owned subsidiary of Volato Group (the “Business Combination,” and together with the other transactions contemplated by the Business Combination Agreement and the other agreements contemplated thereby, the “Transactions”). The Merger Consideration As consideration for the business combination, Volato shareholders collectively will be entitled to receive, in the aggregate, a number of shares of Class A Common Stock with an aggregate value equal to (x) $190,000,000, plus (y) the sum of the aggregate exercise prices of all vested Volato Options (as defined in the Business Combination Agreement) as of immediately prior to the effective time of the business combination (the “Effective Time”), plus (z) the aggregate amount of any Volato private equity financing of up to $60,000,000 (collectively, the “Private Financing”), if and to the extent consummated prior to closing under the Business Combination Agreement (the “Closing”) in accordance with the terms of the Business Combination Agreement. In connection with the Private Financing, on July 21, 2023, Volato entered into a Series A Preferred Stock Purchase Agreement by and among (i) Volato, (ii) one or more co-investment vehicles managed by the investment advisor of PROOF.vc (“PROOF.vc SPV”) the PROOF.vc SPV, (iii) the Sponsor, and (iv) the holders of then-outstanding Series CN-001 and Series CN-0002 convertible promissory notes of Volato (the “Convertible Notes”), whereby Volato issued $10,000,000 of Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”) at a price of $10 per share to the PROOF.vc SPV and the Sponsor. On September 1, 2023 and October 25, 2023, the PROOF.vc SPV purchased an additional 205,000 shares and 180,000 shares of Series A-1 Preferred Stock, respectively, at a purchase price of $10 per share on the same terms as the issuance of the $10,000,000 of Series A-1 Preferred Stock. The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on November 30, 2021. On December 3, 2021, the Company consummated the Initial Public Offering of 27,600,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $276,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 15,226,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement transaction to PROOF Acquisition Sponsor I, LLC (the “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (“BlackRock”). Following the closing of the Initial Public Offering on December 3, 2021, an amount of $281,520,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement (as defined in Note 4) was placed in the Trust Account. The funds held in the Trust Account 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 completion of a Business Combination or (ii) the distribution of the Trust Account, as described below. Transaction costs related to the IPO amounted to $15,623,739 consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees payable (which was originally held in a Trust Account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”)) and $443,739 of other offering costs. These costs were charged to additional paid-in capital upon completion of the Initial Public Offering. The deferred underwriting commission liability was reduced to $0 in 2022 as the underwriter resigned and withdrew its right to the deferred underwriting fees (see Note 6). 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 commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management agreed to place an amount equal to $10.20 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholder 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 stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account, 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. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination, and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The re-measurement will be treated as an adjustment to adjust the temporary equity to the redemption amount. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. If the Company seeks stockholder 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 stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder 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 stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder 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 stockholder 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 Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 holders of the Founder Shares have agreed (a) to waive their redemption r ights with respect to the Founder Shares (and Public Shares with respect to our Sponsor and officers and directors of the Company) held by them 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 Completion Window (as defined in the Amended and Restated Certificate of Incorporation of the Company) On May 19, 2023, the Company convened a Special Meeting. The shareholders of the Company approved proposals to amend the Certificate of Incorporation (the “Extension Amendment Proposal”) and to amend the Trust Agreement (the “Trust Agreement Amendment Proposal”) to extend the date by which the Company must consummate a Business Combination from June 3, 2023 to September 3, 2023 , or to October 3, November 3, or December 3, 2023, as applicable, if the Company deposits additional $160,000 in the Trust Account for each one-month extension of the end of the Completion Window In connection with the approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, shareholders holding 21,156,902 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $220,995,813 was withdrawn from the Trust Account to pay such redeeming holders. In connection with approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, the Company deposited $480,000 in the Trust Account in connection with the exercise of the first three-month extension of the end of the Completion Window to September 3, 2023. Additionally, subsequent to September 30, 2023, the Company deposited an aggregate of $480,000 in the Trust Account in connection with the exercise of the three one-month extensions of the end of the Completion Window to December 3, 2023. In connection with the redemption, the Company recorded excise tax of approximately $2.2 million. To the extent the Company issues shares during the year ended December 31, 2023, including in connection with a business combination, it likely will reduce the excise tax liability. If the Company has not completed a Business Combination within 21 months (or up to 24 months, if applicable) from the closing of the Initial Public Offering ten within the Completion Window 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 Completion Window Completion Window 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 following the closing of this offering, 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, 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 underwriter 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. Liquidity and Capital Resources As of September 30, 2023, the Company had $489,590 in its operating bank account and a working capital deficit of approximately $4.9 million. The Company’s liquidity needs up to September 30, 2023 had been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares, the loan under the promissory note from the Sponsor of approximately $110,000 (the “Note”) (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Note from the Sponsor was repaid in full on December 6, 2021. In c onnection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 3, 2023, Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, 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 this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of the Company’s management, the unaudited consolidated financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023 and its results of operations and cash flows for the three and nine months ended September 30, 2023. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US 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 and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. Cash was $489,590 and $1,342,435 as of September 30, 2023 and December 31, 2022, respectively. Investments held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. 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 sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At September 30, 2023 and December 31, 2022, the Company had $69,830,544 and $285,581,779, respectively, in investments held in the Trust Account. Offering Costs associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering.” Offering costs of $15,623,739 consist principally of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees payable and $443,739 of other offering costs. The deferred underwriting commission liability was reduced to $0 in 2022 as the underwriter resigned and withdrew its right to the deferred underwriting fees (see Note 6). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes . The Company’s effective tax rate was (12.8)% and 37.2% for the three months ended September 30, 2023 and 2022, respectively. The Company’s effective tax rate was 45.5% and (88.7)% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the three and nine months ended September 30, 2023 and 2022, due to changes in the valuation allowance on the deferred tax assets The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months . ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. While ASC 740 identifies usage of the effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant unusual or infrequent. Computing the ETR for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants for any other change in fair value of a complex financial instrument), the timing of any potential Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expenses in the current period based on 740-270-25-3 which states, “if an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on ETR. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2023. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock feature 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, the shares of Class A common stock subject to possible redemption in the amount of $69,209,295 and $284,449,019 are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets at September 30, 2023 and December 31, 2022. The increases of $992,279 and $5,756,089 during the three and nine months ended September 30, 2023, respectively, in the Class A common stock subject to possible redemption is a remeasurement adjustment to the redemption value. The increases of $530,355 and $671,951 during the three and nine months ended September 30, 2022, respectively, in the Class A common stock subject to possible redemption is a remeasurement adjustment to the redemption value . Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. Net Income (Loss) per Common Share The Company has two classes of common stock, Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering , and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income ( loss ) per common share is the same as basic net income ( loss ) per common share for the period presented . Re-measurement associated with the Class A common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share for the three and nine months ended September 30, 2023 and 2022 (in dollars, except per share amounts): For the Three Months For the Three Months Ended September 30, 2023 Ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net (loss) income $ (759,731 ) $ (813,605 ) $ 198,095 $ 49,524 Denominator: Basic and diluted weighted average shares outstanding 6,443,098 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (0.12 ) $ (0.12 ) $ 0.01 $ 0.01 For the Nine Months For the Nine Months Ended September 30, 2023 Ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income (loss) $ 1,125,241 $ 451,004 $ (300,344 ) $ (75,086 ) Denominator: Basic and diluted weighted average shares outstanding 17,215,294 6,900,000 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ 0.07 $ 0.07 $ (0.01 ) $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2023 and December 31, 2022, the Company has not experienced losses on this account. Fair Value of Financial Instruments 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. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. 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.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2023
INITIAL PUBLIC OFFERING [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3 - INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half

PRIVATE PLACEMENTS

PRIVATE PLACEMENTS	9 Months Ended
	Sep. 30, 2023
PRIVATE PLACEMENTS [Abstract]
PRIVATE PLACEMENTS	NOTE 4 - PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) to the Sponsor and BlackRock of an aggregate of 15,226,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant resulting in cash proceeds of $15,226,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Warrants 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 Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

RELATED PARTIES

RELATED PARTIES	9 Months Ended
	Sep. 30, 2023
RELATED PARTIES [Abstract]
RELATED PARTIES	NOTE 5 - RELATED PARTIES Founder Shares On March 31, 2021, the Sponsor received 5,750,000 of the Company’s Class B common stock (the “Founder Shares”) for a May 4, 2021 payment of $25,000. Subsequently, on November 30, 2021, the Company effected a 1.2:1 stock split for each outstanding share of Class B common stock, resulting in the Sponsor holding an aggregate number of 6,900,000 Founder Shares on that date. In connection with the closing of the Initial Public Offering and the sale of the Private Placement Warrants, the Company cancelled 460,000 Founder Shares held by the Sponsor and reissued the shares to parties unaffiliated with the Sponsor. All share amounts retroactively restated to account for the share split. The holders of the Founder Shares 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 common stock 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 Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note - Related Party On March 31, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering. In 2021, the Company borrowed $110,000 on this note, which was repaid in full on December 6, 2021. General and Administrative Services Commencing on the date the Units are first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support for up to 24 months. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Fees related to this arrangement were $30,000 for the three months ended September 30, 2023 and 2022, respectively, 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. If we complete a Business Combination, we may repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans could be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we 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. 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 Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2023 and December 31, 2022 there was Working Capital Loans Consulting Agreement A member of the Board of Directors had a written consulting agreement with the Company to provide consulting services related to the Company’s business combination efforts which terminated on December 3, 2022. This agreement was approved by the Board of Directors. Expenses incurred for the three and nine months ended September 30, 2023 and 2022 were $0 and $16,668 and $0 and $35,423, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 - 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 common stock 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 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 common stock). 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 underwriter The underwriter In addition, the underwriter was entitled to a deferred fee of

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)	9 Months Ended
	Sep. 30, 2023
STOCKHOLDERS' EQUITY (DEFICIT) [Abstract]
STOCKHOLDERS' EQUITY (DEFICIT)	NOTE 7 - STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2023 and December 31, 2022, Class A Common Stock - The Company is authorized to issue 70,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, Class B Common Stock - The Company is authorized to issue 12,500,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. On November 30, 2021, the Company effected a 1.2:1 stock split for each outstanding share of Class B common stock, resulting in the Sponsor holding an aggregate number of 6,900,000 Founder Shares on that date. As of September 30, 2023 and December 31, 2022, there were , of which the Sponsor held 6,440,000 shares. Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock 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 shares of Class B common stock will automatically convert into Class A common stock 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 common stock, 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 common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination. Warrants - As of September 30, 2023 and December 31, 2022, 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 common stock 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 common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock 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 15 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 common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock 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 Common Stock 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 common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $10.00 - Once the warrants become exercisable, the Company may redeem the outstanding 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 common stock; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted per stock subdivisions, stock dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and • if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of Class A common stock) as the outstanding public warrants, as described above. 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. 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 common stock 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 common stock 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 Completion Window 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 are 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 common stock issuable upon the exercise of the Private Placement Warrants are not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

CLASS A COMMON STOCK SUBJECT TO

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	9 Months Ended
	Sep. 30, 2023
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION [Abstract]
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	NOTE 8 - CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 70,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were 6,443,098 and 27,600,000 shares, respectively, of Class A common stock outstanding, all of which were subject to possible redemption. As of September 30, 2023, Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Class A common stock subject to possible redemption at December 31, 2022 $ 284,449,019 Re-measurement of carrying value to redemption value 2,353,363 Class A common stock subject to possible redemption at March 31, 2023 286,802,382 Re-measurement of carrying value to redemption value 1,930,447 Extension deposit 480,000 Redemption (220,995,813 ) Class A common stock subject to possible redemption at June 30, 2023 68,217,016 Re-measurement of carrying value to redemption value 632,279 Extension deposit 360,000 Class A common stock subject to possible redemption at September 30, 2023 $ 69,209,295

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2023
FAIR VALUE MEASUREMENTS [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9 - FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 Description Level September 30, 2023 December 31, 2022 Assets: Marketable securities held in the Trust Account 1 $ 69,830,544 $ 285,581,779 Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	NOTE 10 - SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date these financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements except for the following events: Extension Payment Subsequent to September 30, 2023, the Company deposited an aggregate of $480,000 in the Trust Account in connection with the exercise of the three one-month extensions of the end of the Completion Window to December 3, 2023. Administrative Services Agreement We entered into an agreement to pay an affiliate of our Sponsor a total of $10,000 per month for office space, and secretarial and administrative services provided to members of our management team. Upon completion of the Business Combination or our liquidation, we will cease paying these monthly fees. We incurred $30,000 of such fees for the three months ended September 30, 2023 and 2022, respectively. We incurred $90,000 of such fees for the nine months ended September 30, 2023 and 2022, respectively. Effective November 15, 2023, the parties have agreed to terminate the administrative support agreement without any further obligations of the parties.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of the Company’s management, the unaudited consolidated financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023 and its results of operations and cash flows for the three and nine months ended September 30, 2023. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US 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 and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. Cash was $489,590 and $1,342,435 as of September 30, 2023 and December 31, 2022, respectively.
Investments held in Trust Account	Investments held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. 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 sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At September 30, 2023 and December 31, 2022, the Company had $69,830,544 and $285,581,779, respectively, in investments held in the Trust Account.
Offering Costs associated with a Public Offering	Offering Costs associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering.” Offering costs of $15,623,739 consist principally of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees payable and $443,739 of other offering costs. The deferred underwriting commission liability was reduced to $0 in 2022 as the underwriter resigned and withdrew its right to the deferred underwriting fees (see Note 6).
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes . The Company’s effective tax rate was (12.8)% and 37.2% for the three months ended September 30, 2023 and 2022, respectively. The Company’s effective tax rate was 45.5% and (88.7)% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the three and nine months ended September 30, 2023 and 2022, due to changes in the valuation allowance on the deferred tax assets The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months . ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. While ASC 740 identifies usage of the effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant unusual or infrequent. Computing the ETR for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants for any other change in fair value of a complex financial instrument), the timing of any potential Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expenses in the current period based on 740-270-25-3 which states, “if an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on ETR. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2023.
Class A Common Stock Subject to Possible Redemption	Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock feature 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, the shares of Class A common stock subject to possible redemption in the amount of $69,209,295 and $284,449,019 are presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets at September 30, 2023 and December 31, 2022. The increases of $992,279 and $5,756,089 during the three and nine months ended September 30, 2023, respectively, in the Class A common stock subject to possible redemption is a remeasurement adjustment to the redemption value. The increases of $530,355 and $671,951 during the three and nine months ended September 30, 2022, respectively, in the Class A common stock subject to possible redemption is a remeasurement adjustment to the redemption value . Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from initial book value to redemption amount, which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company has two classes of common stock, Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering , and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income ( loss ) per common share is the same as basic net income ( loss ) per common share for the period presented . Re-measurement associated with the Class A common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share for the three and nine months ended September 30, 2023 and 2022 (in dollars, except per share amounts): For the Three Months For the Three Months Ended September 30, 2023 Ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net (loss) income $ (759,731 ) $ (813,605 ) $ 198,095 $ 49,524 Denominator: Basic and diluted weighted average shares outstanding 6,443,098 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (0.12 ) $ (0.12 ) $ 0.01 $ 0.01 For the Nine Months For the Nine Months Ended September 30, 2023 Ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income (loss) $ 1,125,241 $ 451,004 $ (300,344 ) $ (75,086 ) Denominator: Basic and diluted weighted average shares outstanding 17,215,294 6,900,000 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ 0.07 $ 0.07 $ (0.01 ) $ (0.01 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2023 and December 31, 2022, the Company has not experienced losses on this account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Basic and Diluted Net Income (loss) Per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per common share for the three and nine months ended September 30, 2023 and 2022 (in dollars, except per share amounts): For the Three Months For the Three Months Ended September 30, 2023 Ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net (loss) income $ (759,731 ) $ (813,605 ) $ 198,095 $ 49,524 Denominator: Basic and diluted weighted average shares outstanding 6,443,098 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (0.12 ) $ (0.12 ) $ 0.01 $ 0.01 For the Nine Months For the Nine Months Ended September 30, 2023 Ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net income per share Numerator: Allocation of net income (loss) $ 1,125,241 $ 451,004 $ (300,344 ) $ (75,086 ) Denominator: Basic and diluted weighted average shares outstanding 17,215,294 6,900,000 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ 0.07 $ 0.07 $ (0.01 ) $ (0.01 )

CLASS A COMMON STOCK SUBJECT _2

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Tables)	9 Months Ended
	Sep. 30, 2023
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION [Abstract]
Class A Common Stock Subject to Possible Redemption	As of September 30, 2023, Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Class A common stock subject to possible redemption at December 31, 2022 $ 284,449,019 Re-measurement of carrying value to redemption value 2,353,363 Class A common stock subject to possible redemption at March 31, 2023 286,802,382 Re-measurement of carrying value to redemption value 1,930,447 Extension deposit 480,000 Redemption (220,995,813 ) Class A common stock subject to possible redemption at June 30, 2023 68,217,016 Re-measurement of carrying value to redemption value 632,279 Extension deposit 360,000 Class A common stock subject to possible redemption at September 30, 2023 $ 69,209,295

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
FAIR VALUE MEASUREMENTS [Abstract]
Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 Description Level September 30, 2023 December 31, 2022 Assets: Marketable securities held in the Trust Account 1 $ 69,830,544 $ 285,581,779

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN, Summary (Details)

1 Months Ended

3 Months Ended

9 Months Ended

Oct. 25, 2023 $ / shares shares

Sep. 01, 2023 $ / shares shares

Aug. 01, 2023 USD ($)

Jul. 21, 2023 USD ($) $ / shares

May 19, 2023 USD ($) shares

Dec. 03, 2021 USD ($) $ / shares shares

Nov. 14, 2023 USD ($) Extension

Sep. 30, 2023 USD ($) $ / shares shares

Jun. 30, 2023 USD ($)

Sep. 30, 2023 USD ($) Business $ / shares shares

Sep. 30, 2022 USD ($)

Dec. 31, 2022 USD ($) shares

Proceeds from Issuance of Equity [Abstract]

Operating revenues

$ 0

The Merger Consideration [Abstract]

Net proceeds deposited into trust account

$ 360,000

$ 480,000

800,000

$ 0

Transaction costs

15,623,739

15,623,739

Underwriting fees

5,520,000

5,520,000

Deferred underwriting fees

9,660,000

9,660,000

Other costs

443,739

443,739

Deferred underwriting commission

$ 0

Net tangible asset threshold for redeeming Public Shares

5,000,001

$ 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%

Additional deposit into Trust Account for extension

$ 160,000

Period of extension to consummate business combination

3 months

1 month

Withdrawn from trust account for redemption

$ 220,995,813

Excise tax

2,200,000

$ 2,209,958

$ 2,209,958

$ 0

Period to redeem public shares if business combination is not completed within initial combination period

10 days

Subsequent Event [Member]

The Merger Consideration [Abstract]

Number of monthly extensions exercised | Extension

3

Period of extension to consummate business combination

1 month

Sponsor [Member]

The Merger Consideration [Abstract]

Net proceeds deposited into trust account

$ 480,000

Sponsor [Member] | Subsequent Event [Member]

The Merger Consideration [Abstract]

Net proceeds deposited into trust account

$ 480,000

Class A Common Stock [Member]

The Merger Consideration [Abstract]

Common stock, subject to possible redemption (in shares) | shares

21,156,902

6,443,098

6,443,098

27,600,000

Volato [Member] | Class A Common Stock [Member]

The Merger Consideration [Abstract]

Aggregate value of common stock

$ 190,000,000

Volato [Member] | Series A-1 Preferred Stock [Member]

The Merger Consideration [Abstract]

Preferred stock issued

$ 10,000,000

Shares issued (in shares) | shares

205,000

Share price (in dollars per share) | $ / shares

$ 10

$ 10

Volato [Member] | Series A-1 Preferred Stock [Member] | Subsequent Event [Member]

The Merger Consideration [Abstract]

Shares issued (in shares) | shares

180,000

Share price (in dollars per share) | $ / shares

$ 10

Minimum [Member]

The Merger Consideration [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]

The Merger Consideration [Abstract]

Interest on trust account that can be held to pay dissolution expenses

$ 100,000

$ 100,000

Maximum [Member] | Volato [Member]

The Merger Consideration [Abstract]

Private equity financing amount

$ 60,000,000

Private Placement Warrant [Member]

The Merger Consideration [Abstract]

Warrants issued (in shares) | shares

15,226,000

Share price (in dollars per share) | $ / shares

$ 1

Initial Public Offering [Member] | Public Shares [Member]

The Merger Consideration [Abstract]

Units issued (in shares) | shares

27,600,000

Gross proceeds from initial public offering

$ 276,000,000

Share price (in dollars per share) | $ / shares

$ 10

Net proceeds deposited into trust account

$ 281,520,000

Net proceeds from initial public offering and private placement (in dollars per share) | $ / shares

$ 10

$ 10

Private Placement [Member] | Private Placement Warrant [Member]

The Merger Consideration [Abstract]

Warrants issued (in shares) | shares

15,226,000

Share price (in dollars per share) | $ / shares

$ 1

Initial Public Offering Units Sold at $10.20 [Member] | Public Shares [Member]

The Merger Consideration [Abstract]

Net proceeds from initial public offering and private placement (in dollars per share) | $ / shares

$ 10.2

$ 10.2

DESCRIPTION OF ORGANIZATION, _3

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN, Liquidity and Capital Resources (Details) - USD ($)		9 Months Ended
	Dec. 06, 2021	Sep. 30, 2023	Dec. 05, 2021	Dec. 31, 2022
Liquidity and Capital Resources [Abstract]
Cash		$ 489,590		$ 1,342,435
Working capital deficit		4,900,000
Sponsor [Member]
Liquidity and Capital Resources [Abstract]
Proceeds from issuance of common stock		25,000
Sponsor [Member] | Promissory Note [Member]
Liquidity and Capital Resources [Abstract]
Loan proceeds		$ 110,000	$ 110,000
Repayment of related party loan	$ 110,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 0	$ 0
Cash	$ 489,590	$ 1,342,435

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Investments held in Trust Account (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Investments held in Trust Account [Abstract]
Investments held in Trust Account	$ 69,830,544	$ 285,581,779

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs associated with a Public Offering (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Offering Costs associated with a Public Offering [Abstract]
Transaction costs	$ 15,623,739
Underwriting fees	5,520,000
Deferred underwriting fees	9,660,000
Other offering costs	$ 443,739
Deferred underwriting commission		$ 0

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Income Taxes [Abstract]
Effective tax rate	(12.80%)	37.20%	45.50%	(88.70%)
Statutory tax rate	21%	21%	21%	21%
Unrecognized tax benefits	$ 0		$ 0		$ 0
Accrued interest and penalties	$ 0		$ 0		$ 0

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Common Stock Subject to Possible Redemption (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Class A Common Stock Subject to Possible Redemption [Abstract]
Common stock, subject to possible redemption	$ 69,209,295		$ 69,209,295				$ 284,449,019
Remeasurement of Class A Common Stock to redemption value	992,279	$ 530,355	5,756,089	$ 671,951
Class A Common Stock [Member]
Class A Common Stock Subject to Possible Redemption [Abstract]
Common stock, subject to possible redemption	$ 69,209,295		$ 69,209,295		$ 68,217,016	$ 286,802,382	$ 284,449,019

SUMMARY OF SIGNIFICANT ACCOUN_9

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income (Loss) per Common Share (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator [Abstract]
Allocation of net income (loss)	$ (1,573,336)	$ 1,270,320	$ 1,879,261	$ 247,619	$ (156,141)	$ (466,910)	$ 1,576,245	$ (375,430)
Class A Common Stock [Member]
Numerator [Abstract]
Allocation of net income (loss)	$ (759,731)			$ 198,095			$ 1,125,241	$ (300,344)
Denominator [Abstract]
Basic weighted average shares outstanding (in shares)	6,443,098			27,600,000			17,215,294	27,600,000
Diluted weighted average shares outstanding (in shares)	6,443,098			27,600,000			17,215,294	27,600,000
Basic net income (loss) per share (in dollars per share)	$ (0.12)			$ 0.01			$ 0.07	$ (0.01)
Diluted net income (loss) per share (in dollars per share)	$ (0.12)			$ 0.01			$ 0.07	$ (0.01)
Class B Common Stock [Member]
Numerator [Abstract]
Allocation of net income (loss)	$ (813,605)			$ 49,524			$ 451,004	$ (75,086)
Denominator [Abstract]
Basic weighted average shares outstanding (in shares)	6,900,000			6,900,000			6,900,000	6,900,000
Diluted weighted average shares outstanding (in shares)	6,900,000			6,900,000			6,900,000	6,900,000
Basic net income (loss) per share (in dollars per share)	$ (0.12)			$ 0.01			$ 0.07	$ (0.01)
Diluted net income (loss) per share (in dollars per share)	$ (0.12)			$ 0.01			$ 0.07	$ (0.01)

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - Initial Public Offering [Member] - $ / shares	Dec. 03, 2021	Sep. 30, 2023
Public Shares [Member]
Proposed Public Offering [Abstract]
Units issued (in shares)	27,600,000
Unit price (in dollars per share)	$ 10
Public Warrant [Member]
Proposed Public Offering [Abstract]
Number of securities to be called by each unit (in shares)		0.5
Warrants exercise price (in dollars per share)		$ 11.5
Class A Common Stock [Member]
Proposed Public Offering [Abstract]
Number of securities to be called by each unit (in shares)		1

PRIVATE PLACEMENTS (Details)

PRIVATE PLACEMENTS (Details) - Private Placement Warrant [Member] - USD ($)		9 Months Ended
	Dec. 03, 2021	Sep. 30, 2023
Private Placement Warrants [Abstract]
Warrants issued (in shares)	15,226,000
Share price (in dollars per share)	$ 1
Gross proceeds to be received from issuance of warrants	$ 15,226,000
Warrants exercise price (in dollars per share)		$ 11.5
Holding period for transfer, assignment or sale of warrants		30 days
Class A Common Stock [Member]
Private Placement Warrants [Abstract]
Number of securities to be called by each warrant (in shares)		1

RELATED PARTIES, Founder Shares

RELATED PARTIES, Founder Shares (Details)				1 Months Ended	9 Months Ended
	Dec. 03, 2021 shares	Nov. 30, 2021 shares	May 04, 2021 USD ($)	Mar. 31, 2021 shares	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 shares
Founder Shares [Abstract]
Stock split		1.2
Class A Common Stock [Member]
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)					0	0
Class B Common Stock [Member]
Founder Shares [Abstract]
Issuance of Class B common stock to Sponsor (in shares)		6,900,000
Common stock, shares outstanding (in shares)					6,900,000	6,900,000
Sponsor [Member]
Founder Shares [Abstract]
Proceeds from issuance of common stock | $					$ 25,000
Sponsor [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Common stock, shares outstanding (in shares)					6,440,000	6,440,000
Founder Shares [Member] | Sponsor [Member]
Founder Shares [Abstract]
Holding period for transfer, assignment or sale of Founder Shares					1 year
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member]
Founder Shares [Abstract]
Threshold trading days					20 days
Threshold consecutive trading days					30 days
Founder Shares [Member] | Sponsor [Member] | Class A Common Stock [Member] | Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share) | $ / shares					$ 12
Period after initial business combination					150 days
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member]
Founder Shares [Abstract]
Issuance of Class B common stock to Sponsor (in shares)				5,750,000
Proceeds from issuance of common stock | $			$ 25,000
Stock split		1.2
Common stock, shares outstanding (in shares)		6,900,000
Founder Shares [Member] | Sponsor [Member] | Initial Public Offering [Member]
Founder Shares [Abstract]
Shares cancelled (in shares)	460,000

RELATED PARTIES, Promissory Not

RELATED PARTIES, Promissory Note (Details) - Sponsor [Member] - Promissory Note [Member] - USD ($)			9 Months Ended
	Dec. 06, 2021	Mar. 31, 2021	Sep. 30, 2023	Dec. 05, 2021
Promissory Note [Abstract]
Related party transaction amount		$ 300,000
Proceeds from sponsor note			$ 110,000	$ 110,000
Repayment of sponsor note	$ 110,000

RELATED PARTIES, General and Ad

RELATED PARTIES, General and Administrative Services (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
General and Administrative Services [Abstract]
Fee amount	$ 2,289,115	$ 362,596	$ 3,512,144	$ 1,355,699
Sponsor [Member]
General and Administrative Services [Abstract]
Fee amount	30,000	30,000	90,000	90,000
Sponsor [Member] | General and Administrative Services [Member]
General and Administrative Services [Abstract]
Related party transaction amount			10,000
Fee amount	$ 30,000	$ 30,000	$ 90,000	$ 90,000
Sponsor [Member] | General and Administrative Services [Member] | Maximum [Member]
General and Administrative Services [Abstract]
Utilities and secretarial and administrative support period			24 months

RELATED PARTIES, Related Party

RELATED PARTIES, Related Party Loans (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Related Party Loans [Abstract]
Notes Payable, Related Party, Type [Extensible Enumeration]	Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member]	Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member]
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member]
Related Party Loans [Abstract]
Related party transaction amount	$ 1,500,000
Share price (in dollars per share)	$ 1
Related parties, outstanding amount	$ 0	$ 0

RELATED PARTIES, Consulting Agr

RELATED PARTIES, Consulting Agreement (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Consulting Agreement [Abstract]
Consulting fee	$ 0	$ 0	$ 16,668	$ 35,423

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	9 Months Ended
	Sep. 30, 2023 USD ($) Demand $ / shares shares
Registration Rights [Abstract]
Number of demands entitled to holders | Demand	3
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments	45 days
Additional Units that can be purchased to cover over-allotments (in shares) | shares	3,600,000
Underwriting discount (in dollars per share) | $ / shares	$ 0.2
Underwriting discount | $	$ 5,520,000
Deferred underwriter fee discount (in dollars per share) | $ / shares	$ 0.35
Deferred underwriting fee | $	$ 9,660,000

STOCKHOLDERS' EQUITY (DEFICIT),

STOCKHOLDERS' EQUITY (DEFICIT), Equity (Details)		9 Months Ended
	Nov. 30, 2021 shares	Sep. 30, 2023 Vote $ / shares shares	May 19, 2023 shares	Dec. 31, 2022 $ / shares shares
Stockholder's Deficit [Abstract]
Preferred stock, shares authorized (in shares)		1,000,000		1,000,000
Preferred stock, par value (in dollars per share) | $ / shares		$ 0.0001		$ 0.0001
Preferred stock, shares issued (in shares)		0		0
Preferred stock, shares outstanding (in shares)		0		0
Stock split	1.2
Stock conversion basis of Class B to Class A ordinary shares at time of initial business combination		1
As-converted percentage for Class A ordinary shares after conversion of Class B shares		20%
Class A Common Stock [Member]
Stockholder's Deficit [Abstract]
Common stock, shares authorized (in shares)		70,000,000		70,000,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001		$ 0.0001
Number of votes per share | Vote		1
Common stock, shares issued (in shares)		0		0
Common stock, shares outstanding (in shares)		0		0
Common stock, subject to possible redemption, shares outstanding (in shares)		6,443,098	21,156,902	27,600,000
Class B Common Stock [Member]
Stockholder's Deficit [Abstract]
Common stock, shares authorized (in shares)		12,500,000		12,500,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001		$ 0.0001
Number of votes per share | Vote		1
Issuance of Class B common stock to Sponsor (in shares)	6,900,000
Common stock, shares issued (in shares)		6,900,000		6,900,000
Common stock, shares outstanding (in shares)		6,900,000		6,900,000
Class B Common Stock [Member] | Sponsor [Member]
Stockholder's Deficit [Abstract]
Common stock, shares issued (in shares)		6,440,000		6,440,000
Common stock, shares outstanding (in shares)		6,440,000		6,440,000

STOCKHOLDERS' EQUITY (DEFICIT_2

STOCKHOLDERS' EQUITY (DEFICIT), Warrants (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
WARRANTS [Abstract]
Period warrants to become excisable after business combination	30 days
Period to exercise warrants after public offerings	12 months
Warrants expiration period	5 years
Number of days to file registration statement	15 days
Period for registration statement to become effective	60 days
Limitation period to transfer, assign or sell warrants	30 days
Public Warrants [Member]
WARRANTS [Abstract]
Warrants outstanding (in shares)		13,800,000	13,800,000
Private Placement Warrant [Member]
WARRANTS [Abstract]
Warrants outstanding (in shares)		15,226,000	15,226,000
Redemption of Warrants for Cash When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member]
WARRANTS [Abstract]
Share price (in dollars per share)	$ 18
Warrant redemption price (in dollars per share)	$ 0.01
Redemption period	30 days
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Redemption of Warrants for Cash When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member]
WARRANTS [Abstract]
Notice period to redeem warrants	30 days
Redemption of Warrants for Cash When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member]
WARRANTS [Abstract]
Share price (in dollars per share)	$ 10
Warrant redemption price (in dollars per share)	$ 0.1
Redemption of Warrants for Cash When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member]
WARRANTS [Abstract]
Notice period to redeem warrants	30 days

CLASS A COMMON STOCK SUBJECT _3

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Details)	3 Months Ended			9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2023 USD ($) Vote $ / shares shares	Sep. 30, 2022 USD ($)	May 19, 2023 shares	Dec. 31, 2022 $ / shares shares
Class A Common Stock Subject to Possible Redemption [Abstract]
Class A common stock subject to possible redemption, Beginning Balance			$ 284,449,019	$ 284,449,019
Extension deposit	$ 360,000	$ 480,000		800,000	$ 0
Redemption				(220,995,813)	$ 0
Class A common stock subject to possible redemption, Ending Balance	$ 69,209,295			$ 69,209,295
Class A Common Stock [Member]
Class A Common Stock Subject to Possible Redemption [Abstract]
Common Stock, shares authorized (in shares) | shares	70,000,000			70,000,000
Common Stock, par value (in dollars per share) | $ / shares	$ 0.0001			$ 0.0001			$ 0.0001
Number of votes per share | Vote				1
Common Stock, outstanding, subject to possible redemption (in shares) | shares	6,443,098			6,443,098		21,156,902	27,600,000
Class A common stock subject to possible redemption, Beginning Balance	$ 68,217,016	286,802,382	284,449,019	$ 284,449,019
Re-measurement of carrying value to redemption value	632,279	1,930,447	2,353,363
Redemption		(220,995,813)
Class A common stock subject to possible redemption, Ending Balance	$ 69,209,295	$ 68,217,016	$ 286,802,382	$ 69,209,295

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Recurring [Member] | Level 1 [Member]
Assets [Abstract]
Marketable securities held in the Trust Account	$ 69,830,544	$ 285,581,779

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)		1 Months Ended	3 Months Ended			9 Months Ended
	May 19, 2023	Nov. 14, 2023	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Subsequent Event [Line Items]
Funds deposited into Trust Account			$ 360,000	$ 480,000		$ 800,000	$ 0
Operating Expenses			2,289,115		$ 362,596	3,512,144	1,355,699
Sponsor [Member]
Subsequent Event [Line Items]
Funds deposited into Trust Account	$ 480,000
Operating Expenses			$ 30,000		$ 30,000	$ 90,000	$ 90,000
Sponsor [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Funds deposited into Trust Account		$ 480,000
Related party transaction amount		$ 10,000