Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41691 | |
Entity Registrant Name | ARES ACQUISITION CORPORATION II | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1592112 | |
Entity Address, Address Line One | 245 Park Avenue | |
Entity Address, Address Line Two | 44th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10167 | |
City Area Code | 310 | |
Local Phone Number | 201-4100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001853138 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | AACT.U | |
Security Exchange Name | NYSE | |
Class A Ordinary Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares | |
Trading Symbol | AACT | |
Security Exchange Name | NYSE | |
Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | AACT WS | |
Security Exchange Name | NYSE | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 50,000,000 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,500,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | ||
Current Assets: | ||||
Cash | $ 2,254,493 | $ 0 | ||
Prepaid expenses | 635,334 | 1,200 | ||
Total current assets | 2,889,827 | 1,200 | ||
Investments held in Trust Account | 515,657,294 | 0 | ||
Deferred offering costs | 0 | 511,395 | ||
Total assets | 518,547,121 | 512,595 | ||
Current liabilities: | ||||
Accrued expenses | 322,511 | 270,391 | ||
Liabilities, Current | 322,511 | 503,634 | ||
Overfunding Loans | 5,000,000 | 0 | ||
Deferred underwriting and advisory fees | 17,500,000 | 0 | ||
Total liabilities | 22,822,511 | 503,634 | ||
Commitments and contingencies | ||||
Shareholders’ equity (deficit) | ||||
Class A ordinary shares subject to possible redemption as of September 30, 2023 | 515,557,294 | 0 | ||
Preference shares, $0.0001 par value; 99,990,000 shares authorized(1); none issued or outstanding | [1] | 0 | 0 | |
Additional paid-in capital | 0 | 23,750 | ||
Accumulated deficit | (19,833,934) | (16,039) | ||
Total shareholders’ equity (deficit) | (19,832,684) | 8,961 | [2] | |
Total liabilities and shareholders’ equity (deficit) | 518,547,121 | 512,595 | ||
Related Party | ||||
Current liabilities: | ||||
Promissory Note | 0 | 233,243 | ||
Common Class A | ||||
Shareholders’ equity (deficit) | ||||
Ordinary shares | [1] | 0 | 0 | |
Common Class B | ||||
Shareholders’ equity (deficit) | ||||
Ordinary shares | [1],[3] | $ 1,250 | $ 1,250 | |
[1]On April 20, 2023, the Company increased the authorized share capital of the Company. All shares as of December 31, 2022 have been retroactively restated to reflect such increase (see Note 6).[2]On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. All share amounts have been retroactively restated to reflect the share surrender and share recapitalization events (see Note 4).[3](2) On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. Share amounts as of December 31, 2022 have been retroactively restated to reflect the share surrender and share recapitalization events (see Note 4). |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) | Sep. 30, 2023 $ / shares shares |
Preferred stock , par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, authorized (in shares) | 99,990,000 |
Preferred stock, issued (in shares) | 0 |
Preferred stock, outstanding (in shares) | 0 |
Common Class A | |
Par value (in dollars per share) | $ / shares | $ 0.0001 |
Outstanding shares subject to redemption (in shares) | 50,000,000 |
Redemption price (in dollars per share) | $ / shares | $ 10.31 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, authorized (in shares) | 9,000,000,000 |
Common stock, outstanding (in shares) | 50,000,000 |
Common Class B | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, authorized (in shares) | 900,000,000 |
Common stock, outstanding (in shares) | 12,500,000 |
Common stock, issued (in shares) | 12,500,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
General and administrative expenses | $ 383,929 | $ 312 | $ 691,516 | $ 2,376 | |
Operating Income (Loss), Total | (383,929) | (312) | (691,516) | (2,376) | |
Investment income on investments held in Trust Account | 6,784,071 | 0 | 10,657,294 | 0 | |
Total other income | 6,784,071 | 0 | 10,657,294 | 0 | |
Net income (loss) | $ 6,400,142 | $ (312) | $ 9,965,778 | $ (2,376) | |
Common Class A | |||||
Weighted average shares outstanding, basic (in shares) | 50,000,000 | 0 | 29,120,879 | 0 | |
Weighted average shares outstanding, diluted (in shares) | 50,000,000 | 0 | 29,120,879 | 0 | |
Basic net loss per share (in USD per share) | $ 0.10 | $ 0 | $ 0.24 | $ 0 | |
Diluted net loss per share (in USD per share) | $ 0.10 | $ 0 | $ 0.24 | $ 0 | |
Common Class B | |||||
Weighted average shares outstanding, basic (in shares) | [1] | 12,500,000 | 12,500,000 | 12,500,000 | 12,500,000 |
Weighted average shares outstanding, diluted (in shares) | [1] | 12,500,000 | 12,500,000 | 12,500,000 | 12,500,000 |
Basic net loss per share (in USD per share) | $ 0.10 | $ 0 | $ 0.24 | $ 0 | |
Diluted net loss per share (in USD per share) | $ 0.10 | $ 0 | $ 0.24 | $ 0 | |
[1]On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. All share and per share amounts as of September 30, 2022 have been retroactively restated to reflect the share surrender and share recapitalization events (see Note 4). |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Common Class B | Common Stock | Over-Allotment Option | ||
Shares excluded from weighted average shares outstanding subject to over-allotment option forfeiture (in shares) | 1,687,500 | 1,687,500 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY (UNAUDITED) - USD ($) | Total | Common Class B | Common Class A | Common Stock Common Class B | Additional Paid-in Capital | Accumulated Deficit | ||
Share outstanding, beginning balance (in shares) at Dec. 31, 2021 | [1] | 12,500,000 | ||||||
Shareholder's equity, beginning balance at Dec. 31, 2021 | [1] | $ 12,503 | $ 1,250 | $ 23,750 | $ (12,497) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (1,751) | (1,751) | ||||||
Share outstanding, ending balance (in shares) at Mar. 31, 2022 | [1] | 12,500,000 | ||||||
Shareholder's equity, ending balance at Mar. 31, 2022 | [1] | 10,752 | $ 1,250 | 23,750 | (14,248) | |||
Share outstanding, beginning balance (in shares) at Dec. 31, 2021 | [1] | 12,500,000 | ||||||
Shareholder's equity, beginning balance at Dec. 31, 2021 | [1] | 12,503 | $ 1,250 | 23,750 | (12,497) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (2,376) | |||||||
Share outstanding, ending balance (in shares) at Sep. 30, 2022 | [1] | 12,500,000 | ||||||
Shareholder's equity, ending balance at Sep. 30, 2022 | [1] | 10,127 | $ 1,250 | 23,750 | (14,873) | |||
Share outstanding, beginning balance (in shares) at Mar. 31, 2022 | [1] | 12,500,000 | ||||||
Shareholder's equity, beginning balance at Mar. 31, 2022 | [1] | 10,752 | $ 1,250 | 23,750 | (14,248) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (313) | (313) | ||||||
Share outstanding, ending balance (in shares) at Jun. 30, 2022 | [1] | 12,500,000 | ||||||
Shareholder's equity, ending balance at Jun. 30, 2022 | [1] | $ 1,250 | 23,750 | (14,561) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (312) | (312) | ||||||
Share outstanding, ending balance (in shares) at Sep. 30, 2022 | [1] | 12,500,000 | ||||||
Shareholder's equity, ending balance at Sep. 30, 2022 | [1] | 10,127 | $ 1,250 | 23,750 | (14,873) | |||
Share outstanding, beginning balance (in shares) at Dec. 31, 2022 | 12,500,000 | 12,500,000 | [1] | |||||
Shareholder's equity, beginning balance at Dec. 31, 2022 | [1] | 8,961 | $ 1,250 | 23,750 | (16,039) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (300) | (300) | ||||||
Share outstanding, ending balance (in shares) at Mar. 31, 2023 | [1] | 12,500,000 | ||||||
Shareholder's equity, ending balance at Mar. 31, 2023 | [1] | 8,661 | $ 1,250 | 23,750 | (16,339) | |||
Share outstanding, beginning balance (in shares) at Dec. 31, 2022 | 12,500,000 | 12,500,000 | [1] | |||||
Shareholder's equity, beginning balance at Dec. 31, 2022 | [1] | 8,961 | $ 1,250 | 23,750 | (16,039) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | 9,965,778 | |||||||
Share outstanding, ending balance (in shares) at Sep. 30, 2023 | 12,500,000 | 50,000,000 | 12,500,000 | |||||
Shareholder's equity, ending balance at Sep. 30, 2023 | (19,832,684) | $ 1,250 | 0 | (19,833,934) | ||||
Share outstanding, beginning balance (in shares) at Mar. 31, 2023 | [1] | 12,500,000 | ||||||
Shareholder's equity, beginning balance at Mar. 31, 2023 | [1] | 8,661 | $ 1,250 | 23,750 | (16,339) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | 3,565,936 | 3,565,936 | ||||||
Sale of Private Placement Warrants | 14,300,000 | 14,300,000 | ||||||
Fair value of Public Warrants at issuance | 2,625,000 | 2,625,000 | ||||||
Accretion of Class A ordinary shares to redemption amount | (39,938,902) | (16,948,750) | (22,990,152) | |||||
Share outstanding, ending balance (in shares) at Jun. 30, 2023 | [1] | 12,500,000 | ||||||
Shareholder's equity, ending balance at Jun. 30, 2023 | [1] | (19,439,305) | $ 1,250 | 0 | (19,440,555) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | 6,400,142 | 6,400,142 | ||||||
Accretion of Class A ordinary shares to redemption amount | (6,793,521) | (6,793,521) | ||||||
Share outstanding, ending balance (in shares) at Sep. 30, 2023 | 12,500,000 | 50,000,000 | 12,500,000 | |||||
Shareholder's equity, ending balance at Sep. 30, 2023 | $ (19,832,684) | $ 1,250 | $ 0 | $ (19,833,934) | ||||
[1]On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. All share amounts have been retroactively restated to reflect the share surrender and share recapitalization events (see Note 4). |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ 9,965,778 | $ (2,376) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Investment income earned on investments held in Trust Account | (10,657,294) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (634,134) | 937 |
Accrued expenses | 237,511 | 0 |
Payment of formation costs through Promissory Note | 0 | 1,439 |
Net cash used in operating activities | (1,088,139) | 0 |
Cash flows from investing activities: | ||
Cash deposited in Trust Account | (505,000,000) | 0 |
Net cash used in investment activities | (505,000,000) | 0 |
Cash flows from financing activities: | ||
Proceeds received from Initial Public Offering, gross | 500,000,000 | 0 |
Proceeds received from sale of Private Placement Warrants | 14,300,000 | 0 |
Proceeds received from Overfunding Loans | 5,000,000 | 0 |
Repayment of Promissory Note | (366,781) | 0 |
Payment of underwriter and advisory fee | (10,000,000) | 0 |
Payment of offering costs | (590,587) | 0 |
Net cash provided by financing activities | 508,342,632 | 0 |
Net change in cash | 2,254,493 | 0 |
Cash – beginning of period | 0 | 0 |
Cash – end of period | 2,254,493 | 0 |
Supplemental Cash Flow Information [Abstract] | ||
Offering costs included in accrued expenses | (185,391) | (1,393) |
Deferred offering costs paid by Sponsor through Promissory Note | $ 133,538 | $ 45,223 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | 1. ORGANIZATION Ares Acquisition Corporation II (the “Company”) was incorporated as a Cayman Islands exempted company on March 15, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from March 15, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the closing of the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates 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. The registration statement for the Company’s Initial Public Offering was declared effective on April 20, 2023. On April 25, 2023, the Company consummated its Initial Public Offering of 50,000,000 units (the “Units” and, with respect to the shares Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit, including 5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, which is discussed in Note 3, generating gross proceeds of $500,000,000, and incurring offering costs of $28,550,129, of which $17,500,000 was for deferred underwriting commissions (see Note 5). Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Simultaneously with the closing of the Initial Public Offering: (i) the Company consummated the sale of 14,300,000 warrants (the “Private Placement Warrants”), including 1,000,000 additional Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $14,300,000, in a private placement to Ares Acquisition Holdings II LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and (ii) the Sponsor extended to the Company a non-interest bearing promissory note of $4,500,000 (the “Base Overfunding Loan”) and an additional non-interest bearing promissory note of $500,000 (the “Over-allotment Overfunding Loan”) in connection with the sale of the Over-Allotment Units, for which both loans are collectively referred to as the “Overfunding Loans”, for a total outstanding balance of $5,000,000 (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $505,000,000 ($10.10 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement and the Overfunding Loans were placed in a trust account (“Trust Account”) located in the United States and invested solely in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination; and (ii) the distribution of the Trust Account, as described below. 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 the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Class A ordinary shares upon the consummation of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to convert their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and net of taxes paid or payable, if any). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if it obtains the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of shareholders holding a majority of ordinary shares who attend and vote at a shareholder meeting. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Class B ordinary shares, and the Sponsor and the Company’s officers and directors have agreed to vote any Public Shares acquired in or after the Initial Public Offering in favor of a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or abstain from voting on the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct conversion pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from converting its shares with respect to more than an aggregate of 15% or more of the Public Shares sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors have agreed (i) to waive their redemption rights with respect to their Class B ordinary shares and any Public Shares held by them in connection with the completion of a Business Combination and (ii) not to propose an amendment to (a) modify the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete a Business Combination by the Combination Period (as defined below) or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until April 25, 2025 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its liquidation rights with respect to its Class B ordinary shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the Company’s officers or directors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all material vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or 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. Risks and Uncertainties Management has evaluated the impact of persistent inflation and rising interest rates, financial market instability, including the recent bank failures, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the conflict in Ukraine and the surrounding region as well as Hamas’ attack of Israel and the ensuing war. Management has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties. Liquidity and Capital Resources As of September 30, 2023, the Company had $2,254,493 in its operating bank account and investments held in the Trust Account of $515,657,294 consisting of cash and investments in U.S. government securities. Interest income on the balance in the Trust Account may be used by us to pay taxes, and to pay up to $100,000 of any dissolution expenses. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Class B ordinary shares, a loan of $366,781 from the Sponsor pursuant to the Promissory Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Promissory Note in full on April 25, 2023. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may provide the Company with Working Capital Loans (see Note 4). As of September 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on May 2, 2023 and April 24, 2023, respectively. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed 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 these unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2023 and December 31, 2022, the Company had no cash equivalents held outside the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely 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 in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in investment income on investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 Deposit Insurance Corporation limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices 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. As of September 30, 2023 and December 31, 2022, the carrying values of cash, accrued expenses, due to related party and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments 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 money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The fair value for trading securities is determined using quoted market prices in active markets. Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the unaudited condensed statements of operations each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounts for the Public Warrants and the Private Placement Warrants in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. The Company incurred offering costs amounting to $28,550,129 as a result of the Initial Public Offering (consisting of $10,000,000 of underwriting fees, $17,500,000 of deferred underwriting fees, and $1,050,129 of other offering costs). Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares 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, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023, 50,000,000 Class A ordinary shares, subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s unaudited condensed balance sheets. As of December 31, 2022, there were no Class A ordinary shares subject to possible redemption. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2023, the Class A ordinary shares reflected in the accompanying unaudited condensed balance sheets is reconciled in the following table: Gross proceeds $ 500,000,000 Less: Proceeds allocated to Public Warrants (2,625,000) Class A ordinary shares issuance costs (28,550,129) Plus: Accretion of carrying value to redemption value 46,732,423 Class A ordinary shares subject to possible redemption as of September 30, 2023 $ 515,557,294 Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company has determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants because the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Class A ordinary shares Numerator: Net income attributable to Class A ordinary shares $ 5,120,114 $ — $ 6,972,756 $ — Denominator: Basic and diluted weighted average shares outstanding, Class A ordinary shares 50,000,000 — 29,120,879 — Basic and diluted net income per share, Class A ordinary shares $ 0.10 $ — $ 0.24 $ — Class B ordinary shares Numerator: Net income (loss) attributable to Class B ordinary shares $ 1,280,028 $ (312) $ 2,993,022 $ (2,376) Denominator: Basic and diluted weighted average shares outstanding, Class B ordinary shares 12,500,000 12,500,000 12,500,000 12,500,000 Basic and diluted net income (loss) per share, Class B ordinary shares $ 0.10 $ (0.00) $ 0.24 $ (0.00) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
INITIAL PUBLIC OFFERING | 3. INITIAL PUBLIC OFFERING On April 25, 2023, the Company consummated its Initial Public Offering of 50,000,000 Units, including 5,000,000 additional Units to cover Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $500,000,000, and incurring offering costs of $28,550,129, of which $17,500,000 was for deferred underwriting commissions (see Note 5). Each Unit consists of one Class A ordinary share and one-half of one Public Warrant. 6. SHAREHOLDERS' EQUITY (DEFICIT) On April 20, 2023, the Company increased the authorized share capital of the Company from 300,000,000 Class A ordinary shares of a par value of $0.0001 each, 30,000,000 Class B ordinary shares of a par value of $0.0001 each and 1,000,000 preference shares of a par value of $0.0001 each, to 9,000,000,000 Class A ordinary shares each of a par value of $0.0001 each, 900,000,000 Class B ordinary shares each of a par value of $0.0001 each and 99,990,000 preference shares each of a par value of $0.0001 each. Share amounts as of December 31, 2022 have been retroactively restated to reflect such increase. Preference Shares — The Company is authorized to issue 99,990,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 9,000,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were no Class A ordinary shares issued and outstanding, excluding 50,000,000 shares as of September 30, 2023 that are subject to possible redemption and are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the unaudited condensed balance sheets. Class B Ordinary Shares — The Company is authorized to issue 900,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each ordinary share. On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. On June 5, 2023, following the expiration of the remaining over-allotment option, the Sponsor forfeited 437,500 Class B ordinary shares. Share amounts as of December 31, 2022 have been retroactively restated to reflect the share surrender and share recapitalization events (see Note 4). As of September 30, 2023 and December 31, 2022, there were 12,500,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 4. RELATED PARTY TRANSACTIONS Class B Ordinary Shares On March 19, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration of the Company’s Class B ordinary shares. Through April 25, 2023, the Company effectuated a share surrender and share recapitalizations resulting in the Sponsor holding an aggregate of 12,937,500 Class B ordinary shares, which would represent 20% of the outstanding shares upon completion of the offering. The Sponsor agreed to forfeit up to 1,687,500 Class B ordinary shares to the extent that the underwriters’ over-allotment option was not exercised in full so that the Class B ordinary shares would represent, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On April 25, 2023, the underwriters partially exercised the over-allotment option to purchase 5,000,000 Units; thus, 1,250,000 Class B ordinary shares were no longer subject to forfeiture. On June 5, 2023, following the expiration of the remaining over-allotment option, the Sponsor forfeited 437,500 Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to certain adjustments, as described in Note 6. The Sponsor has agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) subsequent to the consummation of a Business Combination, (a) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (b) subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note On March 19, 2021, the Company issued a promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $300,000 to be used for the payment of costs related to the Initial Public Offering (the “Promissory Note”). On February 8, 2023, the Company amended the Promissory Note with an effective date as of December 31, 2021 to increase the principal up to $400,000. The Promissory Note was non-interest bearing, unsecured and payable upon the completion of the Initial Public Offering. As of December 31, 2022, there was $233,243 outstanding under such promissory note. The outstanding amount of $366,781 as of April 25, 2023 was repaid in full to the Sponsor at the closing of the Initial Public Offering. Borrowings under the Promissory Note were no longer available after consummation of the Initial Public Offering. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Company consummated the Private Placement of 14,300,000 Private Placement Warrants, including 1,000,000 additional Private Placement Warrants to cover over-allotments, for an aggregate purchase price of $14,300,000 in a private placement to the Sponsor. Each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares, and the Private Placement Warrants may expire worthless. Overfunding Loans Concurrently with the closing of the Initial Public Offering, the Sponsor extended the Base Overfunding Loan in the amount of $4,500,000 to the Company. On April 25, 2023, simultaneously with the sale of the Over-Allotment Units, the Sponsor further extended the Over-allotment Overfunding Loan in the amount of $500,000 to the Company, for an aggregate outstanding principal amount of $5,000,000. The Overfunding Loans will be repaid upon the closing of the initial Business Combination or converted into warrants of the post-business combination entity at a price of $1.00 per warrant (or any combination thereof), at the Sponsor’s discretion, which warrants will be identical to the Private Placement Warrants. The Overfunding Loans are being extended in order to ensure that the amount in the Trust Account is $10.10 per public share. If the Company does not complete an initial Business Combination, the Company will not repay the Overfunding Loans from amounts held in the Trust Account, however, the Company may repay the Overfunding Loans if there are funds available outside the Trust Account. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Service Fee On April 20, 2023, the Company has agreed to pay the Sponsor, or an affiliate of the Sponsor, a monthly fee of $16,667 for office space, utilities, secretarial support and administrative services. This arrangement will terminate upon completion of a Business Combination or the distribution of the Trust Account to the public shareholders. The Company incurred $50,001 and $89,446 in expenses in connection with such services during the three and nine months ended September 30, 2023, respectively. These expenses were presented within general and administrative expenses in the accompanying unaudited condensed statements of operations. As of September 30, 2023, the Company had no outstanding balance in accrued expenses in connection with such services as reflected in the accompanying unaudited condensed balance sheets. Advisory Agreement On April 20, 2023, the Company engaged Ares Management Capital Markets LLC, an affiliate of the Company’s Sponsor, to provide consulting and advisory services to the Company in connection with the Initial Public Offering and the initial Business Combination. Ares Management Capital Markets LLC received an advisory fee of $2,000,000, paid upon the closing of the Initial Public Offering, and will receive a deferred advisory fee of $3,500,000, payable solely in the event that the Company completes the initial Business Combination. The fees are reimbursed from a portion of the fees paid to the underwriters. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 5. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Class B ordinary shares, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of Working Capital Loans and Overfunding Loans (and the Class A ordinary shares underlying such warrants) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. 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 for sale under the Securities Act. In addition, these holders will be entitled to “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 6,750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On April 25, 2023, the underwriters partially exercised their over-allotment option for an additional 5,000,000 Units. The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $10,000,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred underwriting commissions of $0.35 per Unit, or $17,500,000 in the aggregate. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Contingent Fees The Company has entered into fee arrangement with a service provider pursuant to which certain transaction fees and service fees will become payable only if the Company consummates a Business Combination. If the Business Combination does not occur, the Company will not be required to pay these contingent fees. As of September 30, 2023, the amount of these contingent fees with the service provider was approximately $0.7 million. |
SHAREHOLDER'S EQUITY
SHAREHOLDER'S EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDER"S EQUITY | 3. INITIAL PUBLIC OFFERING On April 25, 2023, the Company consummated its Initial Public Offering of 50,000,000 Units, including 5,000,000 additional Units to cover Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $500,000,000, and incurring offering costs of $28,550,129, of which $17,500,000 was for deferred underwriting commissions (see Note 5). Each Unit consists of one Class A ordinary share and one-half of one Public Warrant. 6. SHAREHOLDERS' EQUITY (DEFICIT) On April 20, 2023, the Company increased the authorized share capital of the Company from 300,000,000 Class A ordinary shares of a par value of $0.0001 each, 30,000,000 Class B ordinary shares of a par value of $0.0001 each and 1,000,000 preference shares of a par value of $0.0001 each, to 9,000,000,000 Class A ordinary shares each of a par value of $0.0001 each, 900,000,000 Class B ordinary shares each of a par value of $0.0001 each and 99,990,000 preference shares each of a par value of $0.0001 each. Share amounts as of December 31, 2022 have been retroactively restated to reflect such increase. Preference Shares — The Company is authorized to issue 99,990,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 9,000,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were no Class A ordinary shares issued and outstanding, excluding 50,000,000 shares as of September 30, 2023 that are subject to possible redemption and are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the unaudited condensed balance sheets. Class B Ordinary Shares — The Company is authorized to issue 900,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each ordinary share. On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. On June 5, 2023, following the expiration of the remaining over-allotment option, the Sponsor forfeited 437,500 Class B ordinary shares. Share amounts as of December 31, 2022 have been retroactively restated to reflect the share surrender and share recapitalization events (see Note 4). As of September 30, 2023 and December 31, 2022, there were 12,500,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
WARRANTS | 3. INITIAL PUBLIC OFFERING On April 25, 2023, the Company consummated its Initial Public Offering of 50,000,000 Units, including 5,000,000 additional Units to cover Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $500,000,000, and incurring offering costs of $28,550,129, of which $17,500,000 was for deferred underwriting commissions (see Note 5). Each Unit consists of one Class A ordinary share and one-half of one Public Warrant. 6. SHAREHOLDERS' EQUITY (DEFICIT) On April 20, 2023, the Company increased the authorized share capital of the Company from 300,000,000 Class A ordinary shares of a par value of $0.0001 each, 30,000,000 Class B ordinary shares of a par value of $0.0001 each and 1,000,000 preference shares of a par value of $0.0001 each, to 9,000,000,000 Class A ordinary shares each of a par value of $0.0001 each, 900,000,000 Class B ordinary shares each of a par value of $0.0001 each and 99,990,000 preference shares each of a par value of $0.0001 each. Share amounts as of December 31, 2022 have been retroactively restated to reflect such increase. Preference Shares — The Company is authorized to issue 99,990,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 9,000,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were no Class A ordinary shares issued and outstanding, excluding 50,000,000 shares as of September 30, 2023 that are subject to possible redemption and are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the unaudited condensed balance sheets. Class B Ordinary Shares — The Company is authorized to issue 900,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each ordinary share. On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. On June 5, 2023, following the expiration of the remaining over-allotment option, the Sponsor forfeited 437,500 Class B ordinary shares. Share amounts as of December 31, 2022 have been retroactively restated to reflect the share surrender and share recapitalization events (see Note 4). As of September 30, 2023 and December 31, 2022, there were 12,500,000 Class B ordinary shares issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed financial statements were issued required potential adjustment to or disclosure in the unaudited condensed financial statements. The Company concluded that there have been no events that have occurred that would require adjustments to the unaudited condensed financial statements. |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 8. FAIR VALUE MEASUREMENTS As of September 30, 2023, assets held in the Trust Account comprised of $515,657,294 of cash and investments in U.S. government securities. During the three and nine months ended September 30, 2023, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s financial assets that is measured at fair value as of September 30, 2023, and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets, at fair value Investments held in Trust Account $ 515,657,294 $ — $ — |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - 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 | |
Pay vs Performance Disclosure | ||||||||
Net loss | $ 6,400,142 | $ 3,565,936 | $ (300) | $ (312) | $ (313) | $ (1,751) | $ 9,965,778 | $ (2,376) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The operating results presented for interim periods |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk |
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 for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices 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. As of September 30, 2023 and December 31, 2022, the carrying values of cash, accrued expenses, due to related party and advances from related party approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments 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 money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The fair value for trading securities is determined using quoted market prices in active markets. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the unaudited condensed statements of operations each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounts for the Public Warrants and the Private Placement Warrants in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. |
Deferred Offering Costs | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. The Company incurred offering costs amounting to $28,550,129 as a result of the Initial Public Offering (consisting of $10,000,000 of underwriting fees, $17,500,000 of deferred underwriting fees, and $1,050,129 of other offering costs). Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares 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, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023, 50,000,000 Class A ordinary shares, subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s unaudited condensed balance sheets. As of December 31, 2022, there were no Class A ordinary shares subject to possible redemption. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2023, the Class A ordinary shares reflected in the accompanying unaudited condensed balance sheets is reconciled in the following table: Gross proceeds $ 500,000,000 Less: Proceeds allocated to Public Warrants (2,625,000) Class A ordinary shares issuance costs (28,550,129) Plus: Accretion of carrying value to redemption value 46,732,423 Class A ordinary shares subject to possible redemption as of September 30, 2023 $ 515,557,294 |
Income Taxes | Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company has determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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. |
Net Loss per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants because the exercise of the warrants is contingent upon the occurrence of future events. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Class A Ordinary Shares Subject to Redemption | As of September 30, 2023, the Class A ordinary shares reflected in the accompanying unaudited condensed balance sheets is reconciled in the following table: Gross proceeds $ 500,000,000 Less: Proceeds allocated to Public Warrants (2,625,000) Class A ordinary shares issuance costs (28,550,129) Plus: Accretion of carrying value to redemption value 46,732,423 Class A ordinary shares subject to possible redemption as of September 30, 2023 $ 515,557,294 |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Class A ordinary shares Numerator: Net income attributable to Class A ordinary shares $ 5,120,114 $ — $ 6,972,756 $ — Denominator: Basic and diluted weighted average shares outstanding, Class A ordinary shares 50,000,000 — 29,120,879 — Basic and diluted net income per share, Class A ordinary shares $ 0.10 $ — $ 0.24 $ — Class B ordinary shares Numerator: Net income (loss) attributable to Class B ordinary shares $ 1,280,028 $ (312) $ 2,993,022 $ (2,376) Denominator: Basic and diluted weighted average shares outstanding, Class B ordinary shares 12,500,000 12,500,000 12,500,000 12,500,000 Basic and diluted net income (loss) per share, Class B ordinary shares $ 0.10 $ (0.00) $ 0.24 $ (0.00) |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements | The following table presents information about the Company’s financial assets that is measured at fair value as of September 30, 2023, and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets, at fair value Investments held in Trust Account $ 515,657,294 $ — $ — |
ORGANIZATION (Details)
ORGANIZATION (Details) | Apr. 25, 2023 USD ($) shares $ / shares | Mar. 19, 2021 USD ($) | Sep. 30, 2023 USD ($) |
Class of Stock [Line Items] | |||
Initial business combination fair market value, percentage of assets in trust account | 80% | ||
Initial business combination, threshold percentage of outstanding voting securities | 50% | ||
Initial business combination, share conversion percentage threshold requiring company consent | 15% | ||
Share redemption threshold if no business combination occurs | 100% | ||
Number of business days to redeem Public Shares if no business combination | 10 days | ||
Initial business combination, interest income to pay liquidation expenses, maximum | $ 100,000 | $ 100,000 | |
Related Party | |||
Class of Stock [Line Items] | |||
Proceeds from Sponsor for expenses | $ 25,000 | ||
US Government Debt Securities | |||
Class of Stock [Line Items] | |||
Payments to acquire debt securities | $ 505,000,000 | ||
Debt securities term | 185 days | ||
IPO And Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Price of shares issued in transaction (in USD per share) | $ / shares | $ 10 | ||
Consideration received on transaction | $ 500,000,000 | ||
Payment of stock issuance costs | 28,550,129 | ||
Payment of deferred underwriting commissions | $ 17,500,000 | ||
Number of Class A ordinary shares per Unit (in shares) | shares | 1 | ||
Number of redeemable warrants per Unit (in shares) | shares | 0.5 | ||
IPO And Over-Allotment Option | Overfunding Loans | Promissory Note | |||
Class of Stock [Line Items] | |||
Debt instrument face amount | $ 5,000,000 | ||
IPO And Over-Allotment Option | Private Placement Warrants | |||
Class of Stock [Line Items] | |||
Consideration received on transaction | $ 14,300,000 | ||
IPO | |||
Class of Stock [Line Items] | |||
Number of shares issued in transaction (in shares) | shares | 50,000,000 | ||
Price of shares issued in transaction (in USD per share) | $ / shares | $ 10 | ||
IPO | Base Overfunding Loan | Promissory Note | |||
Class of Stock [Line Items] | |||
Debt instrument face amount | $ 4,500,000 | ||
Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Number of shares issued in transaction (in shares) | shares | 5,000,000 | ||
Price of shares issued in transaction (in USD per share) | $ / shares | $ 10 | ||
Over-Allotment Option | Over-Allotment Overfunding Loan | Promissory Note | |||
Class of Stock [Line Items] | |||
Debt instrument face amount | $ 500,000 | ||
Over-Allotment Option | Private Placement Warrants | |||
Class of Stock [Line Items] | |||
Number of warrants sold (in shares) | shares | 1,000,000 | ||
IPO And Private Placement | US Government Debt Securities | |||
Class of Stock [Line Items] | |||
Price of shares issued in transaction (in USD per share) | $ / shares | $ 10.10 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Unrecognized tax benefits | $ 0 | $ 0 | |
Accrued interest and penalties | $ 0 | $ 0 | |
Common Stock | Common Class B | Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Shares excluded from weighted average shares outstanding subject to over-allotment option forfeiture (in shares) | 1,687,500 | 1,687,500 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Class A Ordinary Shares Subject to Redemption (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Gross proceeds | $ 500,000,000 | $ 0 | |
Class A ordinary shares subject to possible redemption as of September 30, 2023 | 515,557,294 | $ 0 | |
Warrant | |||
Class of Stock [Line Items] | |||
Proceeds allocated to Public Warrants | (2,625,000) | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Gross proceeds | 500,000,000 | ||
Class A ordinary shares issuance costs | (28,550,129) | ||
Class A Ordinary Shares Subject To Redemption | |||
Class of Stock [Line Items] | |||
Accretion of carrying value to redemption value | 46,732,423 | ||
Class A ordinary shares subject to possible redemption as of September 30, 2023 | $ 515,557,294 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Income (Loss) per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Common Class A | |||||
Class of Stock [Line Items] | |||||
Net income attributable to Class A ordinary shares | $ 5,120,114 | $ 0 | $ 6,972,756 | $ 0 | |
Weighted average shares outstanding, basic (in shares) | 50,000,000 | 0 | 29,120,879 | 0 | |
Weighted average shares outstanding, diluted (in shares) | 50,000,000 | 0 | 29,120,879 | 0 | |
Basic net loss per share (in USD per share) | $ 0.10 | $ 0 | $ 0.24 | $ 0 | |
Diluted net loss per share (in USD per share) | $ 0.10 | $ 0 | $ 0.24 | $ 0 | |
Common Class B | |||||
Class of Stock [Line Items] | |||||
Net income attributable to Class A ordinary shares | $ 1,280,028 | $ (312) | $ 2,993,022 | $ (2,376) | |
Weighted average shares outstanding, basic (in shares) | [1] | 12,500,000 | 12,500,000 | 12,500,000 | 12,500,000 |
Weighted average shares outstanding, diluted (in shares) | [1] | 12,500,000 | 12,500,000 | 12,500,000 | 12,500,000 |
Basic net loss per share (in USD per share) | $ 0.10 | $ 0 | $ 0.24 | $ 0 | |
Diluted net loss per share (in USD per share) | $ 0.10 | $ 0 | $ 0.24 | $ 0 | |
[1]On April 25, 2023, the Company consummated the sale of Over-Allotment Units pursuant to the underwriters’ partial exercise of their over-allotment option. All share and per share amounts as of September 30, 2022 have been retroactively restated to reflect the share surrender and share recapitalization events (see Note 4). |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) | 3 Months Ended | 9 Months Ended | |
Apr. 25, 2023 USD ($) shares $ / shares | Sep. 30, 2023 $ / shares | Sep. 30, 2023 USD ($) $ / shares | |
Class of Stock [Line Items] | |||
Period for registration statement to become effective after business combination | 60 days | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Payment of stock issuance costs | $ | $ 28,550,129 | ||
Share price (in USD per share) | $ 18 | $ 18 | |
Issue or effective price threshold | $ 9.20 | $ 9.20 | |
Issuances percentage threshold of total equity proceeds | 60% | 60% | |
Number of trading days | 20 days | ||
Public Warrants | |||
Class of Stock [Line Items] | |||
Expiration, number of years after business combination | 5 years | ||
Exercise price of warrants (in USD per share) | $ 0.01 | $ 0.01 | |
Notice period to redeem warrants | 30 days | ||
Number of trading days | 20 days | ||
Trading days threshold | 30 days | ||
Public Warrants | Minimum | |||
Class of Stock [Line Items] | |||
Percentage value of warrant exercise | 115% | 115% | |
Public Warrants | Maximum | |||
Class of Stock [Line Items] | |||
Percentage value of warrant exercise | 180% | 180% | |
Private Placement Warrants | |||
Class of Stock [Line Items] | |||
Notice period to redeem warrants | 30 days | ||
IPO And Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Price of shares issued in transaction (in USD per share) | $ 10 | ||
Consideration received on transaction | $ | $ 500,000,000 | ||
Payment of stock issuance costs | $ | 28,550,129 | ||
Payment of deferred underwriting commissions | $ | $ 17,500,000 | ||
Number of Class A ordinary shares per Unit (in shares) | shares | 1 | ||
Number of redeemable warrants per Unit (in shares) | shares | 0.5 | ||
IPO And Over-Allotment Option | Private Placement Warrants | |||
Class of Stock [Line Items] | |||
Consideration received on transaction | $ | $ 14,300,000 | ||
Exercise price of warrants (in USD per share) | $ 11.50 | ||
IPO | |||
Class of Stock [Line Items] | |||
Number of shares issued in transaction (in shares) | shares | 50,000,000 | ||
Price of shares issued in transaction (in USD per share) | $ 10 | ||
Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Number of shares issued in transaction (in shares) | shares | 5,000,000 | ||
Price of shares issued in transaction (in USD per share) | $ 10 |
RELATED PARTY TRANSACTIONS - Cl
RELATED PARTY TRANSACTIONS - Class B Ordinary Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||
Jun. 05, 2023 | Apr. 25, 2023 | Mar. 19, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Over-Allotment Option | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 5,000,000 | |||||
IPO And Over-Allotment Option | ||||||
Related Party Transaction [Line Items] | ||||||
Shares no longer subject to forfeiture (in shares) | 1,250,000 | |||||
Common Class B | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, outstanding (in shares) | 12,500,000 | 12,500,000 | ||||
Common Class B | Common Stock | Over-Allotment Option | ||||||
Related Party Transaction [Line Items] | ||||||
Shares excluded from weighted average shares outstanding subject to over-allotment option forfeiture (in shares) | 1,687,500 | 1,687,500 | ||||
Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from Sponsor for expenses | $ 25 | |||||
Related Party | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Percent of outstanding shares | 20% | |||||
Shares forfeited (in shares) | 437,500 | |||||
Period after business combination before transferring, assigning or selling shares | 1 year | |||||
Share price threshold to transfer, assign or sell shares (in USD per share) | $ 12 | |||||
Number of trading days for share price threshold | 20 days | |||||
Trading day period for share price threshold | 30 days | |||||
Number of days after business combination for share price threshold | 150 days | |||||
Related Party | Common Class B | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, outstanding (in shares) | 12,937,500 | 12,937,500 |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Promissory Note (Details) - USD ($) | 9 Months Ended | |||||
Apr. 25, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Feb. 08, 2023 | Dec. 31, 2022 | Mar. 19, 2021 | |
Related Party Transaction [Line Items] | ||||||
Repayments of promissory note | $ 366,781 | $ 0 | ||||
Promissory Note | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable | $ 233,243 | |||||
Promissory Note | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument face amount | $ 400,000 | $ 300,000 | ||||
Repayments of promissory note | $ 366,781 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Apr. 25, 2023 | Sep. 30, 2023 | |
IPO And Over-Allotment Option | ||
Related Party Transaction [Line Items] | ||
Consideration received on transaction | $ 500,000 | |
Private Warrants | Private Placement | ||
Related Party Transaction [Line Items] | ||
Number of warrants issued (in shares) | 14,300,000 | |
Private Placement Warrants | Over-Allotment Option | ||
Related Party Transaction [Line Items] | ||
Number of warrants sold (in shares) | 1,000,000 | |
Private Placement Warrants | IPO And Over-Allotment Option | ||
Related Party Transaction [Line Items] | ||
Consideration received on transaction | $ 14,300 | |
Exercise price of warrants (in USD per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS - Ov
RELATED PARTY TRANSACTIONS - Over Funding Loans (Details) | Apr. 25, 2023 USD ($) $ / shares |
IPO | |
Related Party Transaction [Line Items] | |
Price of shares issued in transaction (in USD per share) | $ 10 |
Over-Allotment Option | |
Related Party Transaction [Line Items] | |
Price of shares issued in transaction (in USD per share) | 10 |
IPO And Over-Allotment Option | |
Related Party Transaction [Line Items] | |
Price of shares issued in transaction (in USD per share) | 10 |
IPO And Private Placement | US Government Debt Securities | |
Related Party Transaction [Line Items] | |
Price of shares issued in transaction (in USD per share) | $ 10.10 |
Base Overfunding Loan | Promissory Note | IPO | |
Related Party Transaction [Line Items] | |
Debt instrument face amount | $ | $ 4,500,000 |
Over-Allotment Overfunding Loan | Promissory Note | Over-Allotment Option | |
Related Party Transaction [Line Items] | |
Debt instrument face amount | $ | 500,000 |
Overfunding Loans | Promissory Note | IPO And Over-Allotment Option | |
Related Party Transaction [Line Items] | |
Debt instrument face amount | $ | $ 5,000,000 |
Exercise price of warrants (in USD per share) | $ 1 |
RELATED PARTY TRANSACTIONS - Wo
RELATED PARTY TRANSACTIONS - Working Capital Loans (Details) - Working Capital Loans - Promissory Note - IPO And Over-Allotment Option - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Debt amount which can be converted to warrants | $ 2,000,000 | |
Exercise price of warrants (in USD per share) | $ 1 | |
Notes payable | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Administrative Service Fee (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | |||||
General and administrative expenses | $ 383,929 | $ 312 | $ 691,516 | $ 2,376 | |
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Management fee, monthly amount | 16,667 | ||||
Related Party | Affiliate Of The Sponsor | Monthly Fee For General And Administrative Services | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expenses | $ 50,001 | $ 89,446 |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Advisory Agreement (Details) - Ares Management Capital Markets LLC - Related Party $ in Thousands | Apr. 20, 2023 USD ($) |
Related Party Transaction [Line Items] | |
Payment for advisory fee | $ 2,000 |
Advisory fee deferred | $ 3,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ / shares in Units, $ in Thousands | Apr. 25, 2023 USD ($) $ / shares | Feb. 04, 2021 tradingDay shares | Sep. 30, 2023 USD ($) |
Other Commitments [Line Items] | |||
Underwriter over-allotment purchase period | tradingDay | 45 | ||
Number of shares issuable in transaction (in shares) | shares | 6,750,000 | ||
Contingent fee amount | $ 700 | ||
IPO And Over-Allotment Option | |||
Other Commitments [Line Items] | |||
Underwriter discount per share (in dollars per share) | $ / shares | $ 0.20 | ||
Underwriter discount per share (in dollars per share) | $ 10,000 | ||
Deferred underwriting commission (in dollars per share) | $ / shares | $ 0.35 | ||
Payment of deferred underwriting commissions | $ 17,500 |
SHAREHOLDER"S EQUITY (Details)
SHAREHOLDER"S EQUITY (Details) | 9 Months Ended | |||||
Apr. 25, 2023 shares | Sep. 30, 2023 $ / shares shares | Sep. 30, 2022 shares | Apr. 21, 2023 $ / shares shares | Apr. 20, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Class of Stock [Line Items] | ||||||
Preferred stock, authorized (in shares) | 99,990,000 | 99,990,000 | 1,000,000 | 99,990,000 | ||
Preferred stock , par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, issued (in shares) | 0 | 0 | ||||
Preferred stock, outstanding (in shares) | 0 | 0 | ||||
IPO And Over-Allotment Option | ||||||
Class of Stock [Line Items] | ||||||
Shares no longer subject to forfeiture (in shares) | 1,250,000 | |||||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 | 300,000,000 | 9,000,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, outstanding (in shares) | 50,000,000 | |||||
Common Class B | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 | 30,000,000 | 900,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, issued (in shares) | 12,500,000 | 12,500,000 | ||||
Common stock, outstanding (in shares) | 12,500,000 | 12,500,000 | ||||
Common Class B | Common Stock | Over-Allotment Option | ||||||
Class of Stock [Line Items] | ||||||
Shares excluded from weighted average shares outstanding subject to over-allotment option forfeiture (in shares) | 1,687,500 | 1,687,500 | ||||
Common Class A Not Subject To Redemption | ||||||
Class of Stock [Line Items] | ||||||
Common stock, issued (in shares) | 0 | 0 | ||||
Common stock, outstanding (in shares) | 0 | 0 | ||||
Founder Shares | ||||||
Class of Stock [Line Items] | ||||||
Percent of shares subject to conversion | 0.20 |
WARRANTS (Details)
WARRANTS (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | Sep. 30, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | ||
Period for registration statement to become effective after business combination | 60 days | |
Common Class A | ||
Class of Warrant or Right [Line Items] | ||
Share price (in USD per share) | $ / shares | $ 18 | $ 18 |
Issue or effective price threshold | $ / shares | $ 9.20 | $ 9.20 |
Issuances percentage threshold of total equity proceeds | 60% | 60% |
Number of trading days | 20 days | |
Private And Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued (in shares) | 39,300,000 | |
Private Warrants | Private Placement | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued (in shares) | 14,300,000 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of fractional shares issued upon exercise of warrants (in shares) | 0 | 0 |
Warrants exercisable period | 30 days | |
Expiration, number of years after business combination | 5 years | |
Exercise price of warrants (in USD per share) | $ / shares | $ 0.01 | $ 0.01 |
Notice period to redeem warrants | 30 days | |
Number of trading days | 20 days | |
Trading days threshold | 30 days | |
Public Warrants | Minimum | ||
Class of Warrant or Right [Line Items] | ||
Percentage value of warrant exercise | 115% | 115% |
Public Warrants | Maximum | ||
Class of Warrant or Right [Line Items] | ||
Percentage value of warrant exercise | 180% | 180% |
Public Warrants | IPO | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued (in shares) | 25,000,000 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Notice period to redeem warrants | 30 days |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | Sep. 30, 2023 | Apr. 21, 2023 | Apr. 20, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | ||||
Preferred stock, authorized (in shares) | 99,990,000 | 99,990,000 | 1,000,000 | 99,990,000 |
Preferred stock , par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Class A | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares authorized (in shares) | 9,000,000,000 | 9,000,000,000 | 300,000,000 | 9,000,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Class B | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 | 30,000,000 | 900,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Fair Value Measures and Discl_3
Fair Value Measures and Disclosures - Narrative (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments held in Trust Account | $ 515,657,294 | $ 0 |
Fair Value, Inputs, Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments held in Trust Account | $ 515,657,294 |
Fair Value Measures and Discl_4
Fair Value Measures and Disclosures - Schedule of Fair Value Measurements (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments held in Trust Account | $ 515,657,294 | $ 0 |
Fair Value, Inputs, Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments held in Trust Account | 515,657,294 | |
Fair Value, Inputs, Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments held in Trust Account | 0 | |
Fair Value, Inputs, Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Investments held in Trust Account | $ 0 |