Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Entity File Number | 001-41073 | |
Entity Registrant Name | NABORS ENERGY TRANSITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2916523 | |
Entity Address, Address Line One | 515 West Greens Road, Suite 1200 | |
Entity Address, City or Town | Houston | |
Entity Address State Or Province | TX | |
Entity Address, Postal Zip Code | 77067 | |
City Area Code | 281 | |
Local Phone Number | 874-0035 | |
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 | 0001854458 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant | ||
Document and Entity Information | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant | |
Trading Symbol | NETC.U | |
Security Exchange Name | NYSE | |
Class A common stock, $0.0001 par value per share | ||
Document and Entity Information | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | NETC | |
Security Exchange Name | NYSE | |
Warrants included as part of the units | ||
Document and Entity Information | ||
Title of 12(b) Security | Warrants included as part of the units | |
Trading Symbol | NETC.WS | |
Security Exchange Name | NYSE | |
Class A common stock | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 9,850,641 | |
Class F common stock | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 6,900,000 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Cash | $ 82,514 | $ 468,461 |
Prepaid expenses | 106,117 | 375,000 |
Total current assets | 188,631 | 843,461 |
Investments held in Trust | 106,861,019 | 284,840,707 |
Total assets | 107,049,650 | 285,684,168 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 615,207 | 235,995 |
Income taxes payable | 87,473 | |
Convertible promissory notes - related party | 4,237,596 | |
Due to related party | 267,098 | 10,464 |
Total current liabilities | 5,119,901 | 333,932 |
Deferred legal fees | 5,889,484 | 1,469,726 |
Deferred underwriting commissions | 9,660,000 | |
Total liabilities | 11,009,385 | 11,463,658 |
Commitments and Contingencies (Note 6) | ||
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value 5,000,000 shares authorized none issued and outstanding | ||
Accumulated deficit | (10,640,578) | (10,258,125) |
Total stockholders' deficit | (10,639,888) | (10,257,435) |
Total liabilities and stockholders' deficit | 107,049,650 | 285,684,168 |
Class A common stock subject to redemption | ||
Current liabilities: | ||
Class A common stock, $0.0001 par value; 9,850,641 and 27,600,000 shares subject to redemption at $10.83 and $10.31 per share, respectively | 106,680,153 | 284,477,945 |
Class A common stock not subject to redemption | ||
Stockholders' Deficit: | ||
Common stock | ||
Class B common Stock | ||
Stockholders' Deficit: | ||
Common stock | ||
Class F common stock | ||
Stockholders' Deficit: | ||
Common stock | $ 690 | $ 690 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Class A common stock subject to redemption | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 9,850,641 | 27,600,000 |
Temporary equity, redemption price per share | $ 10.83 | $ 10.31 |
Common shares, shares issued | 9,850,641 | 27,600,000 |
Common shares, shares outstanding | 9,850,641 | 27,600,000 |
Class A common stock not subject to redemption | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class B common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class F common stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, shares issued | 6,900,000 | 6,900,000 |
Common shares, shares outstanding | 6,900,000 | 6,900,000 |
STATEMENT OF OPERATIONS (Unaudi
STATEMENT 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 | $ 664,128 | $ 214,423 | $ 6,042,942 | $ 842,467 |
Loss from operations | (664,128) | (214,423) | (6,042,942) | (842,467) |
Other income: | ||||
Interest income earned on investments held in trust | 1,368,284 | 1,229,047 | 6,460,425 | 1,644,333 |
Income before provision for income taxes | 704,156 | 1,014,624 | 417,483 | 801,866 |
Provision for income taxes | (276,753) | (224,021) | (1,325,160) | (224,021) |
Net income (loss) | $ 427,403 | $ 790,603 | $ (907,677) | $ 577,845 |
Redeemable common shares | ||||
Other income: | ||||
Basic weighted average common shares outstanding | 9,850,641 | 27,600,000 | 18,237,701 | 27,600,000 |
Diluted weighted average common shares outstanding | 9,850,641 | 27,600,000 | 18,237,701 | 27,600,000 |
Basic net income (loss) per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 |
Diluted net income (loss) per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 |
Non-redeemable common shares | ||||
Other income: | ||||
Basic weighted average common shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Diluted weighted average common shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Basic net income (loss) per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 |
Diluted net income (loss) per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock Class F common stock | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2021 | $ 690 | $ (8,597,773) | $ (8,597,083) |
Beginning balance (in shares) at Dec. 31, 2021 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Net income (loss) | (231,463) | (231,463) | |
Ending balance at Mar. 31, 2022 | $ 690 | (8,829,236) | (8,828,546) |
Ending balance (in shares) at Mar. 31, 2022 | 6,900,000 | ||
Beginning balance at Dec. 31, 2021 | $ 690 | (8,597,773) | (8,597,083) |
Beginning balance (in shares) at Dec. 31, 2021 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Net income (loss) | 577,845 | ||
Ending balance at Sep. 30, 2022 | $ 690 | (8,019,928) | (8,019,238) |
Ending balance (in shares) at Sep. 30, 2022 | 6,900,000 | ||
Beginning balance at Mar. 31, 2022 | $ 690 | (8,829,236) | (8,828,546) |
Beginning balance (in shares) at Mar. 31, 2022 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Net income (loss) | 18,705 | 18,705 | |
Ending balance at Jun. 30, 2022 | $ 690 | (8,810,531) | (8,809,841) |
Ending balance (in shares) at Jun. 30, 2022 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Net income (loss) | 790,603 | 790,603 | |
Ending balance at Sep. 30, 2022 | $ 690 | (8,019,928) | (8,019,238) |
Ending balance (in shares) at Sep. 30, 2022 | 6,900,000 | ||
Beginning balance at Dec. 31, 2022 | $ 690 | (10,258,125) | (10,257,435) |
Beginning balance (in shares) at Dec. 31, 2022 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Offering costs adjustment | 9,660,000 | 9,660,000 | |
Accretion for common stock to redemption amount | (4,976,904) | (4,976,904) | |
Net income (loss) | (1,299,403) | (1,299,403) | |
Ending balance at Mar. 31, 2023 | $ 690 | (6,874,432) | (6,873,742) |
Ending balance (in shares) at Mar. 31, 2023 | 6,900,000 | ||
Beginning balance at Dec. 31, 2022 | $ 690 | (10,258,125) | (10,257,435) |
Beginning balance (in shares) at Dec. 31, 2022 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Net income (loss) | (907,677) | ||
Ending balance at Sep. 30, 2023 | $ 690 | (10,640,578) | (10,639,888) |
Ending balance (in shares) at Sep. 30, 2023 | 6,900,000 | ||
Beginning balance at Mar. 31, 2023 | $ 690 | (6,874,432) | (6,873,742) |
Beginning balance (in shares) at Mar. 31, 2023 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Accretion for common stock to redemption amount | (2,499,854) | (2,499,854) | |
Net income (loss) | (35,677) | (35,677) | |
Ending balance at Jun. 30, 2023 | $ 690 | (9,409,963) | (9,409,273) |
Ending balance (in shares) at Jun. 30, 2023 | 6,900,000 | ||
Increase (decrease) in stockholder's equity | |||
Accretion for common stock to redemption amount | (1,658,018) | (1,658,018) | |
Net income (loss) | 427,403 | 427,403 | |
Ending balance at Sep. 30, 2023 | $ 690 | $ (10,640,578) | $ (10,639,888) |
Ending balance (in shares) at Sep. 30, 2023 | 6,900,000 |
STATEMENT OF CASH FLOWS (Unaudi
STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (907,677) | $ 577,845 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest from investments held in Trust Account | (6,460,425) | (1,644,333) |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 379,212 | (90,830) |
Income taxes payable | (87,473) | 224,021 |
Prepaid expenses | 268,883 | (468,750) |
Due to related party | 256,634 | (507,287) |
Deferred legal fees | 4,419,758 | |
Net cash used in operating activities | (2,131,088) | (1,909,334) |
Cash flows from investing activities: | ||
Trust account withdrawal for Class A common stock redemptions | 186,932,568 | |
Principal deposited in Trust Account for extensions | (4,237,596) | |
Proceeds from Trust Account withdrawn to pay taxes | 1,745,141 | 30,582 |
Net cash used by investing activities | 184,440,113 | 30,582 |
Cash flows from financing activities: | ||
Redemptions of Class A common stock | 186,932,568 | |
Proceeds from promissory note - related party | 4,237,596 | |
Net cash provided by financing activities | (182,694,972) | |
Net increase (decrease) in cash | (385,947) | (1,878,752) |
Cash - beginning of the period | 468,461 | 2,505,395 |
Cash - end of the period | 82,514 | $ 626,643 |
Supplemental disclosure of noncash financing activities: | ||
Waived deferred underwriting commissions | $ 9,660,000 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION Nabors Energy Transition Corp. (the “Company” or “NETC”) was incorporated in Delaware on March 24, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities that the Company had not yet identified (“Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). On March 30, 2021, the Company was funded with $25,000 for which it issued 8,625,000 shares of Class F common stock, par value $0.0001 per share (the “Founder Shares”) to the Company’s sponsor, Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). On November 16, 2021, the Sponsor surrendered an aggregate of 1,900,000 Founder Shares to the Company at no cost. An aggregate of 175,000 Founder Shares were issued to the independent directors for an aggregate of $700. As of September 30, 2023, the Company has neither engaged in any operations nor generated any revenues to date. The Company will not generate any operating revenues prior to the completion of a Business Combination and will generate non-operating income in the form of interest income on permitted investments from the proceeds derived from its initial public offering (the “Initial Public Offering”). The registration statement for the Company’s Initial Public Offering was declared effective on November 16, 2021. On November 19, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares,” and, with respect to the one Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 13,730,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $13.7 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $281.5 million ($10.20 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee and currently investing by the trustee only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having 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, which are invested only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion 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 from its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the potential target business or otherwise is not required to register as an investment company under the Investment Company Act. The Company will provide holders of Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.20 per Public Share and such amount may be increased for each extension of the Company’s time to consummate its initial Business Combination, as described herein). As of September 30, 2023, these Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation (the “Charter”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder 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. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors (the “Initial Stockholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders are not entitled to redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Initial Stockholders have agreed not to propose an amendment to the Charter (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below or (B) with respect to any other material provision relating to the rights of Public Stockholders or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment. The Company has 24 months from the closing of the Initial Public Offering to consummate an initial Business Combination. The Company’s board of directors (the “NETC Board”) may extend the date by which the Company has to consummate an initial Business Combination by one ten NETC Board, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders will not be entitled to liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. 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 (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, less taxes payable. This liability will not apply with respect to any claims by a third party or Target that executed an agreement waiving any and all rights to seek access to the Trust Account (whether or not such agreement is enforceable) against certain liabilities, including liabilities under the Securities Act. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than 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. Proposed Business Combination On February 14, 2023, the Company entered into a business combination agreement with Vast Renewables Limited, an Australian proprietary company limited by shares (f/k/a Vast Solar Pty Ltd, an Australian proprietary company limited by shares) (“Vast”), Neptune Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Vast (“Merger Sub”), the Sponsor and Nabors Industries Ltd. (“Nabors”) (the “Business Combination Agreement” and the transactions contemplated therein, the “Vast Business Combination”), pursuant to which, among other things and subject to certain terms and conditions, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned direct subsidiary of Vast (the “Merger”). Each share of the Company’s Class A common stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) with respect to which a stockholder has validly exercised its redemption rights (“Redemption Rights”) provided for in the Charter (i) will be redeemed immediately prior to the Effective Time and will be converted into the right to receive from the Company, in cash, an amount per share calculated in accordance with such stockholder’s Redemption Rights and (ii) will not be entitled to receive ordinary shares in Vast (the “Vast Ordinary Shares”). In the event that a Unit has not been detached so as to permit separate transferability or trading prior to the Effective Time, then effective immediately prior to the Effective Time, any and all Units will be automatically detached and broken out into their constituent parts, such that a holder of one Unit will hold one share of our Class A common stock and one The Business Combination Agreement contains customary conditions to each party’s obligation to close the transaction and circumstances under which the parties can terminate the agreement. If the Business Combination Agreement is terminated, the Business Combination Agreement will become void and there will be no liability under the Business Combination Agreement on the part of any party, except in the case of a willful material breach of the Business Combination Agreement prior to such termination. On October 19, 2023, the Company, the Sponsor, Vast and Merger Sub entered into an Amendment and Waiver to the Business Combination Agreement (the “BCA Amendment”), pursuant to which, among other things, (i) Vast agreed to issue at the closing of the Vast Business Combination (the “Closing”), 350,000 Vast Ordinary Shares to Nabors Lux 2 S.a.r.l, an affiliate of Nabors (“Nabors Lux”) pursuant to the Nabors Backstop Agreement (as defined below), (ii) Vast agreed to issue 1,500,000 Vast Ordinary Shares to the Sponsor in the Merger as acceleration of a portion of the 2,400,000 Vast Ordinary Shares that may be issued to the Sponsor upon the achievement of certain share price targets during the Earnout Period (as defined below) (the “Accelerated Earnback Shares”), pursuant to the Nabors Backstop Agreement, (iii) Vast and Merger Sub agreed to waive in their entirety (a) the conditions precedent to their respective obligations to consummate the Business Combination set forth in Section 8.3 of the Business Combination Agreement, including that Vast will have cash and cash equivalents in an aggregate amount not less than $50.0 million at the Closing, and (b) their rights to terminate the Business Combination Agreement pursuant to Section 9.1(g) thereof for a breach of any representation, warranty, covenant or agreement on the part of the Company, and (iv) the parties agreed to amend and restate in its entirety the form of Shareholder and Registration Rights Agreement to be entered into at Closing. In connection with the Business Combination Agreement, the Company entered into the following agreements: Support Agreement five Subscription Agreements Also concurrently with the signing of the Business Combination Agreement, Nabors Lux and AgCentral entered into subscription agreements with Vast (the “Equity Subscription Agreements”), pursuant to which, among other things, Nabors Lux and AgCentral agreed, subject to the Closing occurring and certain other conditions, to subscribe for and purchase, and Vast agreed to issue and sell to each of Nabors Lux and AgCentral, up to $15.0 million (or an aggregate of $30.0 million) of Vast Ordinary Shares for $10.20 per share in a private placement. Vast may enter into additional Equity Subscription Agreements, with additional investors between the signing of the Business Combination Agreement and the Closing (the financing received under such additional agreements and together with the financing received under the Equity Subscription Agreements, the “PIPE Financing”). Services Agreement pursuant to which, among other things, Nabors Corporate will provide certain services related to operations, engineering, design planning and other operational or technical matters to Vast. Joint Development and License Agreement Noteholder Support Agreement In connection with the Closing, the Company will enter into, among others, the following agreement: Shareholder and Registration Rights Agreement Concurrently with the Closing, the Company, Vast, the Sponsor and the holder parties thereto will enter into the Shareholder and Registration Rights Agreement (the “Shareholder and Registration Rights Agreement”), pursuant to which Vast will agree that, within 60 days of the Closing, Vast will file with the SEC (at Vast’s sole cost and expense) a resale registration statement, and Vast will use its commercially reasonable efforts to have the such registration statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the holders of certain securities held by or issuable to certain of the Company’s existing shareholders and Vast can demand Vast’s assistance with underwritten offerings and exercise demand or piggyback rights with respect to such offerings. Additionally, the Shareholder and Registration Rights Agreement contains a customary lock-up agreement for six months after the Closing. The Shareholder and Registration Rights Agreement will also grant (a) to Nabors a consent right over all debt or equity capital raised by Vast (excluding certain issuances of securities pursuant to (i) compensatory stock or option plans, (ii) contracts existing as of the date of the Nabors Backstop Agreement, (iii) securities issued pursuant to convertible securities issued or issuable pursuant to agreements existing as of the date of the Nabors Backstop Agreement and (iv) a bona fide merger or acquisition with an unrelated third party that is, itself, directly or indirectly, an operating company or an owner of an asset in a business synergistic with the business of Vast) post-Closing until the earlier to occur of (the “Additional Rights Expiration Date”) (A) the third anniversary of the Closing and (B) the date on which Vast’s equity market capitalization equals or exceeds $1 billion and (b) to the Sponsor (i) until the Additional Rights Expiration Date, the right to nominate for election two directors to the Vast board of directors (the “Vast Board”) and (ii) after the Additional Rights Expiration Date, the right to nominate for election one director to the Vast Board for so long as Nabors and its affiliates collectively beneficially own 50% of the number of Vast Ordinary Shares that the Sponsor and its affiliates collectively beneficially owned immediately following the Closing. In addition, the Shareholder and Registration Rights Agreement will also provide to Nabors certain rights if, prior to (A) the date that is six months following the Closing, any investor, or (B) the date that is nine months following the Closing, certain investors, invests in equity or debt interests of Vast on terms that are more favorable to such investor from a financial perspective than the terms applicable to Nabors Lux under the Nabors Backstop Agreement, as determined by Nabors in its reasonable discretion (any such investment within the specified time periods, a “Superior Capital Raise”). To the extent the investor in a Superior Capital Raise has subscribed for Vast Ordinary Shares at a price less than the price paid by Nabors Lux under the Nabors Backstop Agreement (the “Lower Capital Price”), then Vast will issue additional Vast Ordinary Shares to Nabors (or its affiliates) so that the aggregate number of Vast Ordinary Shares received by Nabors and its affiliates for their investment under the Nabors Backstop Agreement is equal to the number of Vast Ordinary Shares they would have received had the price for all such shares been the Lower Capital Price, as further described and subject to the conditions set forth in the Shareholder and Registration Rights Agreement. To the extent the investor in a Superior Capital Raise has subscribed for any security other than Vast Ordinary Shares, Nabors will, to the extent there would not be significant impediments to the timely consummation of such an exchange, have the right to exchange the equity interests (and the debt interests received in exchange for equity interests in a prior exchange under this provision) still held by Nabors (and its affiliates) that were purchased pursuant to the Nabors Backstop Agreement (excluding any shares that were issued as the Accelerated Earnback Shares) for debt or equity interests on the terms issued in the Superior Capital Raise, so that Nabors (or its affiliates) hold the debt or equity interests they would have held had the investment under the Nabors Backstop Agreement been conducted on the terms of the Superior Capital Raise, as further described and subject to the conditions set forth in the Shareholder and Registration Rights Agreement. The Shareholder and Registration Rights Agreement will also grant to AgCentral the right to nominate one director to the Vast Board for so long as AgCentral and its affiliates collectively beneficially own at least the number of Vast Ordinary Shares that would entitle the Sponsor the right to nominate for election directors under the Shareholder and Registration Rights Agreement. Canberra Subscription. On September 18, 2023, Vast entered into a subscription agreement with Capital Airport Group (“CAG”), the owner and operator of Canberra Airport, to purchase a minimum of $5.0 million, and up to $10.0 million, of Vast Ordinary Shares at a purchase price of $10.20 per share in a private placement (the “Canberra Subscription”). The Canberra Subscription is conditional on the Closing. Of the $10.0 million Canberra Subscription, $5.0 million will serve as a backstop for subsequent capital raised by Vast prior to Closing via additional Notes Subscriptions or Equity Subscriptions (the “CAG Backstop”). Accordingly, the amount invested by CAG pursuant to the Canberra Subscription will be reduced below $10.0 million, but not below $5.0 million, by one dollar for every three dollars raised by Vast prior to Closing via the issuance of additional shares or debt instruments. Therefore, the CAG Backstop may not ultimately be funded in full or at all. October Notes Subscription Agreement pursuant to which, among other things, Nabors Lux agreed to subscribe for and purchase an additional $2.5 million of senior convertible notes, which are convertible into an equivalent number of Vast Ordinary Shares at $10.20 per share (the “Incremental Funding”), in addition to the $5.0 million of senior convertible notes already owned. Nabors Lux’s commitment under the Equity Subscription Agreements will be reduced, dollar-for-dollar, by the Incremental Funding. Backstop Agreement. On October 19, 2023, Vast entered into a Backstop Agreement (the “Nabors Backstop Agreement”) pursuant to which Nabors Lux agreed to purchase up to $15.0 million of Vast Ordinary Shares at a purchase price of $10.20 per share (the “Nabors Backstop”). The Nabors Backstop will serve as a backstop for redemptions of Class A Common Stock by Public Stockholders in connection with the Business Combination Proposal and subsequent capital raised by Vast prior to or in connection with Closing from additional third parties (other than Nabors, AgCentral, CAG and their respective affiliates). Accordingly, the amount invested by Nabors pursuant to the Nabors Backstop Agreement will be reduced below $15.0 million, dollar- for-dollar, by (i) the balance of the cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by Public Stockholders in connection with the Business Combination Proposal and (ii) amounts invested by investors other than Nabors Lux, AgCentral and CAG. Therefore, the Nabors Backstop may not ultimately be funded in full or at all. Master Agreement . On October 19, 2023, the Company, Vast, Nabors, the Sponsor, Nabors Lux, Merger Sub and AgCentral entered into the Master Agreement, which, among other things, summarizes the key terms of each of the BCA Amendment, Support Agreement Amendment, October Notes Subscription Agreement, Nabors Backstop Agreement and form of Shareholder and Registration Rights Agreement (the “Master Agreement”). Special Meeting- Extension On May 11, 2023, the Company convened a special meeting (the “Special Meeting”) and the Company’s stockholders approved its Charter to allow the NETC Board, without another stockholder vote, to elect to extend the date by which the Company has to consummate an initial Business Combination up to seven times for an additional one month each time (but in no event to a date later than 25 months from the closing of the Initial Public Offering), provided that the Sponsor (or its affiliates or designees), deposits into the Trust Account for each monthly extension an amount equal to the lesser of (x) $300,000 and (y) $0.03 for each share of Class A common stock issued as part of the Units sold in the Initial Public Offering that is not redeemed in connection with the Special Meeting in exchange for a non-interest bearing, unsecured promissory note. See Note 2 for additional details on deposits into the Trust Account. On November 6, 2023, the Company filed a preliminary proxy statement proposing that the Company’s stockholders approve its Charter to allow the NETC Board, without another stockholder vote, to elect to extend the date by which the Company has to consummate an initial Business Combination up to three times for an additional one month each time (but in no event to a date later than 28 months from the closing of Initial Public Offering), provided that the Sponsor (or its affiliates of designees), deposits into the Trust Account for each monthly extension an amount equal to $200,000 in exchange for a non-interest bearing, unsecured promissory note. Inflation Reduction Act On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act imposes a 1 % excise tax on the fair market value of stock repurchases made by covered corporations (including domestic corporations) after December 31, 2022. The total taxable value of shares repurchased may be reduced by the fair market value of any newly issued shares during the taxable year. As discussed above, the Company may redeem the Public Shares in certain circumstances. On May 11, 2023, the Company redeemed 17,749,359 shares in exchange for $186,932,568 and may redeem additional shares in the future. If the Vast Business Combination is completed (or if the Company does not completely liquidate before January 1, 2024), the redemptions that occurred in May 2023 as well as future redemptions by the Company may be subject to this excise tax. Basis of presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” the Company has until November 19, 2023 (or up to December 19, 2023 if extended pursuant to the Charter) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. As of September 30, 2023, no adjustments have been made to the carrying amounts of assets or liabilities that might be necessary should the Company be required to liquidate at the end of the Combination Period. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the 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 and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. Investments held in Trust Account On September 30, 2023 and December 31, 2022, the Company had approximately $106.9 million and $284.8 million held in the Trust Account, respectively. 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are presented on the Balance Sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income earned on investments held in trust in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the nine months ended September 30, 2023, the Company withdrew $1.7 million from the Trust Account in accordance with the Amended and Restated Investment Management Trust Agreement, dated May 12, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee, to pay its taxes. On February 17, 2023, the NETC Board elected to extend the date by which the Company has to consummate an initial Business Combination from February 18, 2023 to May 18, 2023, as permitted under the Amended and Restated Certificate of Incorporation, dated November 16, 2021. In connection with the extension, affiliates of the Sponsor deposited a total of $2,760,000, representing $0.10 per Unit into the Trust Account. At the Special Meeting held on May 11, 2023, stockholders holding 17,749,359 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $186,932,568 (or approximately $10.53 per share) was removed from the Trust Account to pay such holders. On May 17, 2023, the NETC Board elected to extend the date by which the Company has to consummate an initial Business Combination by an additional three months from May 18, 2023 to August 18, 2023, as permitted under the Charter, and affiliates of the Sponsor deposited a total of $886,558 into the Trust Account. During the three months ended September 30, 2023, the NETC Board elected to extend the date an additional two months from August 18, 2023 to October 18, 2023 and $591,038 was deposited into the Trust. Subsequent to September 30, 2023, an additional $295,519 was deposited into the Trust Account to extend the date to November 18, 2023. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. Offering costs associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” The Company incurred $16.6 million in offering costs in connection with the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. On February 9, 2023 and February 10, 2023, respectively, Citi Bank, N.A. (“Citi”) and Wells Fargo Bank, N.A. (“Wells Fargo”) delivered separate letters to the Company (the “Fee Waiver Letters”), wherein Citi and Wells Fargo expressly waived all deferred underwriting discounts and commissions owed to them with respect to the Vast Business Combination. The waived underwriting commissions are reflected as an adjustment to offering costs in stockholders’ equity. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. The Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemed Class A common stock (including Class A common stock that features 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 common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on September 30, 2023 and December 31, 2022, 9,850,641 and 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet, respectively. Warrants The Company accounts for warrants as either equity-classified or liability-classified based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” The statements of operations include a presentation of loss per redeemable public share and loss per non-redeemable share following the two-class method of income per share. With respect to the accretion of the Class A common stock subject to possible redemption and consistent with FASB ASC 480-10-S99-3A, the Company deemed the fair value of the Class A common stock subject to possible redemption to approximate the contractual redemption value and the accretion has no impact on the calculation of net loss per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated by allocating the total income (loss) to both sets of shares. The Company splits the amount to be allocated using the ratio between the public shares and the non-redeemable shares for the three and nine months ended September 30, 2023, and 2022, reflective of the respective participation rights. The Company’s Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) could, potentially, be exercised or converted into common stock and share in the earnings of the Company. Additionally, the conversion feature of the convertible promissory note (see Note 5) allows for conversion of the convertible note into Private Placement Warrants, which could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. However, these potentially dilutive instruments were excluded when calculating diluted loss per share because their exercise is contingent upon future events and their inclusion would be anti-dilutive for the periods presented. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. Three Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income per share Numerator: Allocation of net income $ 251,345 $ 176,058 $ 632,482 $ 158,121 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 9,850,641 6,900,000 27,600,000 6,900,000 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.02 $ 0.02 Nine Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ (658,531) $ (249,147) $ 462,276 $ 115,569 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 18,237,701 6,900,000 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ (0.04) $ (0.04) $ 0.02 $ 0.02 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 financial statement. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2023 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On November 19, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $276.0 million, and incurring offering costs of approximately $16.6 million, of which approximately $9.7 million was for deferred underwriting commissions, which was subsequently waived in February 2023. Each Unit consisted of one Public Share and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2023 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 13,730,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $13.7 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable for cash or on a cashless basis. Pursuant to a letter agreement, dated November 16, 2021, among the Company and the other parties thereto (the “Letter Agreement”), the parties agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 30, 2021, the Sponsor paid an aggregate of $25,000 in exchange for issuance of 8,625,000 Founder Shares. On November 16, 2021, the Sponsor surrendered an aggregate of 1,900,000 Founder Shares to the Company at no cost. An aggregate of 175,000 Founder Shares were issued to the independent directors for an aggregate of $700. All shares and associated amounts have been retroactively restated to reflect the surrender and issuance of these shares. As of September 30, 2023, there were 6,900,000 Founder Shares outstanding. The Founder Shares represent 41.2% of the Company’s issued and outstanding shares as of September 30, 2023. Pursuant to the Letter Agreement, the Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “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 $1.5 million 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, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement On November 16, 2021, the Company entered into an agreement pursuant to which, commencing on the date that the Company’s securities were first listed on the NYSE through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company will reimburse the Sponsor or an affiliate thereof $15,000 per month for office space, utilities, secretarial and administrative support. As of September 30, 2023 and December 31, 2022, the Company owed $270,000 and $135,000 to the Sponsor or an affiliate thereof for administrative support costs, respectively. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential partner businesses and performing due diligence on suitable Business Combinations. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Convertible Promissory Notes On February 16, 2023, the NETC Board elected to effectuate a three-month On May 17, 2023, the NETC Board elected to extend the date by which NETC has to consummate an initial Business Combination from May 18, 2023 to August 18, 2023 and affiliates of the Sponsor deposited a total of $886,558, representing $0.03 per Class A common stock not redeemed, into the Trust Account in exchange for non-interest bearing, unsecured promissory notes. Additional extension deposits totaling $591,038 were made on August 16, 2023 and September 14, 2023. Subsequent to September 30, 2023, a fourth extension payment was made for $295,519 by Nabors Lux. The notes bear no interest and are due and payable upon the earlier to occur of (i) the date on which NETC’s initial Business Combination is consummated and (ii) the liquidation of NETC on or before November 18, 2023, unless such date is extended pursuant to the Charter. If NETC consummates an initial Business Combination, the Company will repay the loans out of the proceeds of the Trust Account or, the Sponsor may elect to convert a portion or all of such loan amount into warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. Registration Rights Agreement On November 16, 2021, the Company entered into that certain Registration Rights Agreement by and among the Company, the Sponsor and the holder parties thereto (the “Registration Rights Agreement”). See “Registration and Stockholder Rights” in “Note 6. Commitments and Contingencies,” below. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or extension loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or extension loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to the Registration Rights Agreement signed upon the effective date of the registration statement relating to the Initial Public Offering. These holders have certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus to purchase up to 3,600,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On November 17, 2021, the underwriters fully exercised their over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate (including with respect to the Over-Allotment Units), paid upon the closing of the Initial Public Offering. In addition, as of December 31, 2022, $0.35 per unit, or approximately $9.7 million in the aggregate (including with respect to the Over-Allotment Units) will be payable to the underwriters for deferred underwriting commissions. On February 9, 2023 and February 10, 2023, respectively, Citi and Wells Fargo delivered the Fee Waiver Letters to the Company, wherein Citi and Wells Fargo expressly waived all deferred underwriting discounts and commissions owed to them. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2023 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 7. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock— Class A Common Stock — issued outstanding Class B Common Stock — Class F Common Stock — Prior to the completion of the initial Business Combination, holders of the Class F common stock will have the right to elect all of the Company’s directors. On any other matter submitted to a vote of the Company’s stockholders, holders of the Class A common stock, the Class B common stock (if any) and the Class F common stock will vote together as a single class, except as required by law or stock exchange rule. Each share of common stock will have one vote on all such matters. Following the completion of the initial Business Combination and the automatic conversion of the shares of Class F common stock into Class B common stock, holders of the Class A common stock and Class B common stock will generally vote together as a single class, except as required by applicable law or stock exchange rule, on all matters presented for a stockholder vote with each share of Class A common stock entitling the holder to one vote per share and each share of Class B common stock entitling the holder to ten votes per share. The Class F common stock will automatically convert into Class B common stock at the time of an initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, and, prior to and following the initial Business Combination, each share of Class B common stock will be convertible, at the option of the holder, into one share of Class A common stock, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and in each case, subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Founder Shares shall convert into shares of Class A common stock or shares of Class B common stock, as applicable, will be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock or shares of Class B common stock, as applicable, issuable upon conversion thereof will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination). Warrants — In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the NETC Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average price of the Class A common stock during the 10 trading day period ending on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, (i) the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and (ii) the $18.00 per share redemption trigger price described under “Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Pursuant to the Letter Agreement, Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable by the parties thereto until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company. The Private Placement Warrants may be exercised for cash or on a cashless basis. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”) to each warrantholder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective, and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrantholder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8. INCOME TAXES The Company’s provision for income taxes for the three and nine months ended , 2023 was $0.3 million and $1.3 million, respectively and $0.2 for the three and nine months ended September 30, 2022. The effective tax rate was 39% and 317% for the three and nine months ended September 30, 2023, respectively. The effective tax rate was 22% and 28% for the three and nine months ended September 30, 2022, respectively. The increase in taxes is attributable to an increase in earnings from the Trust Account. The effective tax rate differs from the statutory tax rate of 21% as the Company continues to record a full valuation allowance for all its deferred tax assets, as discussed below. As of September 30, 2023 and December 31, 2022, the Company has concluded that it is more likely than not that the Company will not realize the benefit of its deferred tax assets associated with capitalized start-up costs. Start-up costs cannot be amortized until the Company starts business operations. Therefore, a full valuation allowance has been established, as future events such as business combinations cannot be considered when assessing the realizability of deferred tax assets. Accordingly, the net deferred tax assets have been fully reserved. As of September 30, 2023 and December 31, 2022, the Company has not recorded any tax liability for uncertain tax positions. The Company’s continuing practice is to recognize potential accrued interest and/or penalties related to income tax matters within income tax expense. During the nine months ended , 2023 and 2022, the Company did no t accrue any interest and penalties. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the events discussed above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of estimates | Use of estimates The preparation of the 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 and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. |
Investments held in Trust Account | Investments held in Trust Account On September 30, 2023 and December 31, 2022, the Company had approximately $106.9 million and $284.8 million held in the Trust Account, respectively. 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 investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are presented on the Balance Sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income earned on investments held in trust in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the nine months ended September 30, 2023, the Company withdrew $1.7 million from the Trust Account in accordance with the Amended and Restated Investment Management Trust Agreement, dated May 12, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee, to pay its taxes. On February 17, 2023, the NETC Board elected to extend the date by which the Company has to consummate an initial Business Combination from February 18, 2023 to May 18, 2023, as permitted under the Amended and Restated Certificate of Incorporation, dated November 16, 2021. In connection with the extension, affiliates of the Sponsor deposited a total of $2,760,000, representing $0.10 per Unit into the Trust Account. At the Special Meeting held on May 11, 2023, stockholders holding 17,749,359 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $186,932,568 (or approximately $10.53 per share) was removed from the Trust Account to pay such holders. On May 17, 2023, the NETC Board elected to extend the date by which the Company has to consummate an initial Business Combination by an additional three months from May 18, 2023 to August 18, 2023, as permitted under the Charter, and affiliates of the Sponsor deposited a total of $886,558 into the Trust Account. During the three months ended September 30, 2023, the NETC Board elected to extend the date an additional two months from August 18, 2023 to October 18, 2023 and $591,038 was deposited into the Trust. Subsequent to September 30, 2023, an additional $295,519 was deposited into the Trust Account to extend the date to November 18, 2023. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. |
Offering costs associated with the Initial Public Offering | Offering costs associated with the Initial Public Offering The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” The Company incurred $16.6 million in offering costs in connection with the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. On February 9, 2023 and February 10, 2023, respectively, Citi Bank, N.A. (“Citi”) and Wells Fargo Bank, N.A. (“Wells Fargo”) delivered separate letters to the Company (the “Fee Waiver Letters”), wherein Citi and Wells Fargo expressly waived all deferred underwriting discounts and commissions owed to them with respect to the Vast Business Combination. The waived underwriting commissions are reflected as an adjustment to offering costs in stockholders’ equity. |
Class A common stock subject to possible redemption | Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. The Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemed Class A common stock (including Class A common stock that features 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 common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on September 30, 2023 and December 31, 2022, 9,850,641 and 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet, respectively. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. |
Income taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) per Common Stock | Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” The statements of operations include a presentation of loss per redeemable public share and loss per non-redeemable share following the two-class method of income per share. With respect to the accretion of the Class A common stock subject to possible redemption and consistent with FASB ASC 480-10-S99-3A, the Company deemed the fair value of the Class A common stock subject to possible redemption to approximate the contractual redemption value and the accretion has no impact on the calculation of net loss per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated by allocating the total income (loss) to both sets of shares. The Company splits the amount to be allocated using the ratio between the public shares and the non-redeemable shares for the three and nine months ended September 30, 2023, and 2022, reflective of the respective participation rights. The Company’s Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) could, potentially, be exercised or converted into common stock and share in the earnings of the Company. Additionally, the conversion feature of the convertible promissory note (see Note 5) allows for conversion of the convertible note into Private Placement Warrants, which could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. However, these potentially dilutive instruments were excluded when calculating diluted loss per share because their exercise is contingent upon future events and their inclusion would be anti-dilutive for the periods presented. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. Three Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income per share Numerator: Allocation of net income $ 251,345 $ 176,058 $ 632,482 $ 158,121 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 9,850,641 6,900,000 27,600,000 6,900,000 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.02 $ 0.02 Nine Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ (658,531) $ (249,147) $ 462,276 $ 115,569 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 18,237,701 6,900,000 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ (0.04) $ (0.04) $ 0.02 $ 0.02 |
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 financial statement. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of earnings per share, basic and diluted | Three Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income per share Numerator: Allocation of net income $ 251,345 $ 176,058 $ 632,482 $ 158,121 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 9,850,641 6,900,000 27,600,000 6,900,000 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.02 $ 0.02 Nine Months Ended September 30, 2023 2022 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss) $ (658,531) $ (249,147) $ 462,276 $ 115,569 Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 18,237,701 6,900,000 27,600,000 6,900,000 Basic and diluted net income (loss) per share $ (0.04) $ (0.04) $ 0.02 $ 0.02 |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION (Details) | 3 Months Ended | 9 Months Ended | ||||||||||
Nov. 06, 2023 USD ($) item | May 17, 2023 | May 11, 2023 USD ($) shares | Nov. 19, 2021 USD ($) $ / shares shares | Nov. 17, 2021 shares | Nov. 16, 2021 USD ($) shares | Mar. 30, 2021 USD ($) $ / shares shares | Mar. 29, 2021 shares | Mar. 24, 2021 item | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||
Condition for future business combination number of businesses minimum | item | 1 | |||||||||||
Investments held in Trust | $ 281,500,000 | $ 106,861,019 | $ 106,861,019 | $ 284,840,707 | ||||||||
Deferred underwriting commissions | $ 9,660,000 | |||||||||||
Condition for future business combination use of proceeds percentage | 80% | |||||||||||
Condition for future business combination threshold Percentage Ownership | 50% | |||||||||||
Redemption limit percentage without prior consent | 15 | |||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||||||
Additional months available to complete acquisition | 3 months | 4 months | 2 months | |||||||||
Redemption period upon closure | 10 days | |||||||||||
Maximum allowed dissolution expenses | $ 100,000 | |||||||||||
Period of each extension for completion of business combination | 1 month | |||||||||||
Deposits into the trust account | $ 200,000 | |||||||||||
Value of shares redeemed for cash | $ 186,932,568 | $ 186,932,568 | ||||||||||
Minimum | ||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||
Total months to complete acquisition including extension | 24 months | |||||||||||
Maximum | ||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||
Total months to complete acquisition including extension | 25 months | |||||||||||
Number of extension for completion of business combination | item | 3 | |||||||||||
Period for completion of business combination | 28 months | |||||||||||
Class F common stock | ||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Class A common stock subject to redemption | ||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||
Number of shares exercised for cash | shares | 17,749,359 | |||||||||||
Initial Public Offering | ||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 27,600,000 | |||||||||||
Price per unit | $ / shares | $ 10.20 | |||||||||||
Proceeds from Issuance Initial Public Offering | $ 276,000,000 | |||||||||||
Number of warrants in a unit | shares | 0.5 | |||||||||||
Offering costs incurred | $ 16,600,000 | |||||||||||
Deferred underwriting commissions | $ 9,700,000 | $ 9,700,000 | ||||||||||
Private Placement | Private Placement Warrants | ||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||
Sale of Private Placement Warrants (in shares) | shares | 13,730,000 | |||||||||||
Price of warrant | $ / shares | $ 1 | |||||||||||
Proceeds from sale of Private Placement Warrants | $ 13,700,000 | |||||||||||
Over-allotment option | ||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||
Number of shares issued | shares | 3,600,000 | |||||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 3,600,000 | |||||||||||
Price per unit | $ / shares | $ 10 | |||||||||||
Founder Shares | Sponsor | Class F common stock | ||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||
Value of shares issued | $ 25,000 | |||||||||||
Number of shares issued | shares | 8,625,000 | 8,625,000 | ||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Number of founder shares forfeited | shares | 1,900,000 | |||||||||||
Value of shares surrendered | $ 0 | |||||||||||
Founder Shares | Directors | Class F common stock | ||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||||||||||
Value of shares issued | $ 700 | |||||||||||
Number of shares issued | shares | 175,000 |
DESCRIPTION OF ORGANIZATION, _3
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Proposed Business Combination (Details) - USD ($) $ in Millions | Oct. 19, 2023 | Feb. 14, 2023 |
Minimum | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Waiver of Business Combination Condition, Threshold Cash and Cash Equivalents | $ 50 | |
Vast Solar Pty Ltd | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Number of warrants issuable per unit | 0.5 | |
Backstop Agreement, Number of Shares to be Issued to Sponsor | 350,000 | |
Shares to be Issued to Sponsor as Acceleration to Share Price Target Shares | 1,500,000 | |
Shares to be Issued to Sponsor Upon Achievement of Share Price Targets | 2,400,000 | |
Vast Solar Pty Ltd | Class A common stock | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Number of shares issuable per unit | 1 |
DESCRIPTION OF ORGANIZATION, _4
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Support Agreement (Details) - Vast Solar Pty Ltd | Oct. 19, 2023 shares | Feb. 14, 2023 D shares |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Threshold number of shares that can be issued to sponsor | 3,900,000 | |
Number of trading days | D | 20 | |
Consecutive trading days | D | 30 | |
Support Agreement, Reduction in Number of Shares to be Issued to Sponsor for Each Tranche | 500,000 | |
Support Agreement, Aggregate Reduction in Number of Shares to be Issued to Sponsor | 1,500,000 | |
Minimum | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Earnout period | 70 days | |
Maximum | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Earnout period | 5 years |
DESCRIPTION OF ORGANIZATION, _5
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Subscription Agreements (Details) - AgCentral Energy Pty Limited $ / shares in Units, $ in Millions | Feb. 14, 2023 USD ($) $ / shares |
Senior Convertible Notes | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Debt Issuance | $ 5 |
Principal Amount | 10 |
Private Placement | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Threshold Amount | 15 |
Aggregate Amount | $ 30 |
Share Price (in dollars) | $ / shares | $ 10.20 |
DESCRIPTION OF ORGANIZATION, _6
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Shareholder and Registration Rights Agreement (Details) $ in Billions | 9 Months Ended | |
Feb. 14, 2023 | Sep. 30, 2023 USD ($) director | |
Shareholder and Registration Rights Agreement | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Threshold period to file resale Registration | 60 days | |
Lock Up Period | 6 months | |
Percentage of Ownership | 50% | |
Shareholder and Registration Rights Agreement | Minimum | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Market capitalization | $ | $ 1 | |
Shareholder and Registration Rights Agreement | AgCentral Energy Pty Limited | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Number of directors which may be nominated by the Sponsor | 1 | |
Before additional rights expiration date | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Number of directors which may be nominated by the Sponsor | 2 | |
After additional rights expiration date | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||
Number of directors which may be nominated by the Sponsor | 1 |
DESCRIPTION OF ORGANIZATION, _7
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Canberra Subscription (Details) - Capital Airport Group | Sep. 18, 2023 USD ($) $ / shares |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Investment amount subject to reduction pursuant to subscription | $ 10,000,000 |
Number of dollars reduced for every three dollars pursuant to subscription | 1 |
Minimum | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Aggregate Amount | 5,000,000 |
Private Placement | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Subscription amount serve as backstop for subsequent capital raised | $ 5,000,000 |
Share Price (in dollars) | $ / shares | $ 10.20 |
Private Placement | Minimum | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Aggregate Amount | $ 5,000,000 |
Private Placement | Maximum | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Aggregate Amount | $ 10,000,000 |
DESCRIPTION OF ORGANIZATION, _8
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - October Notes Subscription Agreement (Details) - October Notes Subscription Agreement - Senior Convertible Notes $ / shares in Units, $ in Millions | Oct. 19, 2023 USD ($) $ / shares |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Additional debt issuance | $ 2.5 |
Vast Ordinary Shares per share price | $ / shares | $ 10.20 |
Principal Amount | $ 5 |
DESCRIPTION OF ORGANIZATION, _9
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Backstop Agreement (Details) - Vast Solar Pty Ltd $ / shares in Units, $ in Millions | Oct. 19, 2023 USD ($) $ / shares |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Share Price (in dollars) | $ / shares | $ 10.20 |
Investment amount that will be reduced pursuant to backstop | $ 15 |
Maximum | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Aggregate Amount | $ 15 |
DESCRIPTION OF ORGANIZATION,_10
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Special Meeting Extension (Details) | Nov. 06, 2023 USD ($) item | May 11, 2023 USD ($) $ / shares | Nov. 19, 2021 USD ($) $ / shares |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||
Additional deposit of funds into Trust account | $ 300,000 | $ 295,519 | |
Additional deposit of funds into Trust account, per share | $ / shares | $ 0.03 | $ 0.03 | |
Period of each extension for completion of business combination | 1 month | ||
Deposits into the trust account | $ 200,000 | ||
Maximum | |||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||
Number of extension for completion of business combination | item | 3 | ||
Period for completion of business combination | 28 months |
DESCRIPTION OF ORGANIZATION,_11
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION - Inflation Reduction Act (Details) - Class A common stock subject to redemption | May 11, 2023 USD ($) shares |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
Number of shares redeemed during the period | shares | 17,749,359 |
Cash payments for redemption of shares | $ | $ 186,932,568 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Oct. 01, 2023 | May 18, 2023 | May 17, 2023 | May 11, 2023 | Feb. 17, 2023 | Nov. 19, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||
Investments held in Trust | $ 281,500,000 | $ 106,861,019 | $ 106,861,019 | $ 284,840,707 | ||||||
Proceeds from Trust Account withdrawn to pay taxes | 1,745,141 | $ 30,582 | ||||||||
Additional deposits of cash into Trust Account in connection with the extension | $ 886,558 | $ 886,558 | $ 2,760,000 | $ 591,038 | 4,237,596 | |||||
Additional deposit into Trust Account, per unit | $ 0.03 | $ 0.10 | ||||||||
Redemptions of Class A common stock | $ 186,932,568 | 186,932,568 | ||||||||
Amount removed from Trust Account for redemption of stock, per share | $ 10.53 | |||||||||
Additional months available to complete acquisition | 3 months | 4 months | 2 months | |||||||
Unrecognized tax benefits | $ 0 | 0 | 0 | |||||||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | |||||||
Subsequent Events | ||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||
Additional deposits of cash into Trust Account in connection with the extension | $ 295,519 | |||||||||
Initial Public Offering | ||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||
Offering costs incurred | $ 16,600,000 | |||||||||
Class A common stock subject to redemption | ||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||
Number of shares exercised for cash | 17,749,359 | |||||||||
Temporary equity, shares outstanding | 9,850,641 | 9,850,641 | 27,600,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Redeemable common shares | ||||
Numerator: | ||||
Allocation of net income | $ 251,345 | $ 632,482 | $ (658,531) | $ 462,276 |
Denominator: Weighted average non-redeemable common stock | ||||
Weighted average shares outstanding | 9,850,641 | 27,600,000 | 18,237,701 | 27,600,000 |
Basic net income per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 |
Diluted net income per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 |
Non-Redeemable Common Stock | ||||
Numerator: | ||||
Allocation of net income | $ 176,058 | $ 158,121 | $ (249,147) | $ 115,569 |
Denominator: Weighted average non-redeemable common stock | ||||
Weighted average shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Basic net income per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 |
Diluted net income per common share | $ 0.03 | $ 0.02 | $ (0.04) | $ 0.02 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | Nov. 19, 2021 | Nov. 17, 2021 | Sep. 30, 2023 | Dec. 31, 2022 |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||
Deferred underwriting commissions | $ 9,660,000 | |||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||
Number of units sold | 27,600,000 | |||
Price per unit | $ 10.20 | |||
Proceeds from initial public offering of units | $ 276,000,000 | |||
Offering costs incurred | 16,600,000 | |||
Deferred underwriting commissions | $ 9,700,000 | $ 9,700,000 | ||
Number of warrants in a unit | 0.5 | |||
Initial Public Offering | Public Warrants | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.5 | |||
Number of shares which may be purchased with each warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Over-allotment option | ||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | ||||
Number of shares issued | 3,600,000 | |||
Number of units sold | 3,600,000 | |||
Price per unit | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 19, 2021 | Sep. 30, 2023 |
PRIVATE PLACEMENT | ||
Exercise price of warrants | $ 11.50 | |
Private Placement | Private Placement Warrants | ||
PRIVATE PLACEMENT | ||
Aggregate number of shares which may be purchased with warrants | 13,730,000 | |
Price of warrants | $ 1 | |
Proceeds from sale of Private Placement Warrants | $ 13.7 | |
Number of shares which may be purchased with each warrant | 1 | |
Exercise price of warrants | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 9 Months Ended | ||||
Nov. 16, 2021 USD ($) D $ / shares shares | Mar. 30, 2021 USD ($) shares | Mar. 29, 2021 shares | Sep. 30, 2023 shares | Dec. 31, 2022 shares | |
Class A common stock | |||||
RELATED PARTY TRANSACTIONS | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
Class F common stock | |||||
RELATED PARTY TRANSACTIONS | |||||
Common shares, shares outstanding | 6,900,000 | 6,900,000 | |||
Founder Shares | Class F common stock | |||||
RELATED PARTY TRANSACTIONS | |||||
Common shares, shares outstanding | 6,900,000 | ||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 41.20% | ||||
Founder Shares | Sponsor | Class F common stock | |||||
RELATED PARTY TRANSACTIONS | |||||
Value of shares issued | $ | $ 25,000 | ||||
Number of shares issued | 8,625,000 | 8,625,000 | |||
Value of shares surrendered | $ | $ 0 | ||||
Number of founder shares forfeited | 1,900,000 | ||||
Founder Shares | Directors | Class F common stock | |||||
RELATED PARTY TRANSACTIONS | |||||
Value of shares issued | $ | $ 700 | ||||
Number of shares issued | 175,000 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Loans (Details) - Related Party Loans - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Mar. 26, 2021 | Sep. 30, 2023 | |
RELATED PARTY TRANSACTIONS | ||
Outstanding balance of Working Capital Loans | $ 0 | |
Working capital loans warrant | ||
RELATED PARTY TRANSACTIONS | ||
Working capital loans convertible into warrants | $ 1,500 | |
Price of warrant | $ 1 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Administrative Support Agreement (Details) - Administrative Support Agreement - Sponsor - USD ($) | Nov. 06, 2021 | Sep. 30, 2023 | Dec. 31, 2022 |
RELATED PARTY TRANSACTIONS | |||
Amount of expenses for office space, utilities, secretarial and administrative support reimbursable to related party | $ 15,000 | ||
Amounts due to Sponsor for administrative support costs | $ 270,000 | $ 135,000 |
RELATED PARTY TRANSACTIONS - Co
RELATED PARTY TRANSACTIONS - Convertible Promissory Note (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Oct. 01, 2023 | May 18, 2023 | May 17, 2023 | Feb. 17, 2023 | Feb. 16, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 14, 2023 | |
RELATED PARTY TRANSACTIONS | ||||||||
Extension to the period to consummate the initial business combination | 3 months | |||||||
Amount of additional funds to be deposited in trust accounts | $ 2,760,000 | $ 591,038 | ||||||
Amount of additional funds to be deposited in trust accounts (in dollars per share) | $ 0.10 | |||||||
Additional deposits of cash into Trust Account in connection with the extension | $ 886,558 | $ 886,558 | $ 2,760,000 | $ 591,038 | $ 4,237,596 | |||
Additional deposit into Trust Account, per unit | $ 0.03 | $ 0.10 | ||||||
Subsequent Events | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Amount of additional funds to be deposited in trust accounts | $ 295,519 | |||||||
Additional deposits of cash into Trust Account in connection with the extension | $ 295,519 | |||||||
Unsecured promissory notes | Sponsor | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Face value of loan | $ 2,760,000 | |||||||
Conversion of debt to warrants, price per warrant | $ 1 | |||||||
Convertible Promissory Note | ||||||||
RELATED PARTY TRANSACTIONS | ||||||||
Interest rate | 0% | |||||||
Conversion of debt to warrants, price per warrant | $ 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Nov. 17, 2021 | Dec. 31, 2022 | Nov. 19, 2021 |
COMMITMENTS AND CONTINGENCIES | |||
Aggregate deferred underwriting fee payable | $ 9,660,000 | ||
Initial Public Offering | |||
COMMITMENTS AND CONTINGENCIES | |||
Deferred fee per unit | $ 0.35 | ||
Aggregate deferred underwriting fee payable | $ 9,700,000 | $ 9,700,000 | |
Over-allotment option | |||
COMMITMENTS AND CONTINGENCIES | |||
Underwriters option term | 45 days | ||
Number of shares issued | 3,600,000 | ||
Underwriting cash discount per unit | $ 0.20 | ||
Aggregate underwriter cash discount | $ 5,500,000 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details) | 9 Months Ended | ||||
Nov. 16, 2021 USD ($) shares | Mar. 30, 2021 USD ($) $ / shares shares | Mar. 29, 2021 shares | Sep. 30, 2023 Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
STOCKHOLDERS' EQUITY (DEFICIT) | |||||
Percentage of issued and outstanding shares | 20% | ||||
Common shares, votes per share | Vote | 1 | ||||
Class A common stock | |||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, votes per share | Vote | 1 | ||||
Ratio to be applied to the stock in the conversion | 1 | ||||
Class A common stock subject to redemption | |||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||
Common shares, shares issued (in shares) | 9,850,641 | 27,600,000 | |||
Common shares, shares outstanding (in shares) | 9,850,641 | 27,600,000 | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 9,850,641 | 27,600,000 | |||
Class A common stock not subject to redemption | |||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 0 | 0 | |||
Common shares, shares outstanding (in shares) | 0 | 0 | |||
Class B common Stock | |||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 0 | 0 | |||
Common shares, shares outstanding (in shares) | 0 | 0 | |||
Common shares, votes per share | Vote | 10 | ||||
Class F common stock | |||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | |||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | |||
Percentage of issued and outstanding shares | 41.20% | ||||
Ratio to be applied to the stock in the conversion | 1 | ||||
Class F common stock | Founder Shares | |||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||
Common shares, shares outstanding (in shares) | 6,900,000 | ||||
Class F common stock | Sponsor | Founder Shares | |||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Number of shares issued | 8,625,000 | 8,625,000 | |||
Value of shares issued | $ | $ 25,000 | ||||
Number of shares forfeited | 1,900,000 | ||||
Value of forfeited shares | $ | $ 0 | ||||
Class F common stock | Directors | Founder Shares | |||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||
Number of shares issued | 175,000 | ||||
Value of shares issued | $ | $ 700 |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) - Warrants (Details) | 9 Months Ended | |
Sep. 30, 2023 D $ / shares shares | Dec. 31, 2022 shares | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Exercise price of warrants | $ 11.50 | |
Warrants expiration term | 5 years | |
Warrants exercisable term from the completion of business combination | 30 days | |
Warrant exercise period condition one | 20 days | |
Warrant exercise period condition two | 60 days | |
Class A common stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Exercise price of warrants | $ 11.50 | |
Percentage of total equity proceeds and interest | 60% | |
Number of trading days | D | 10 | |
Market value per share | $ 9.20 | |
Exercise price of warrants adjusted | 115% | |
Redemption trigger price | $ 18 | |
Percentage of higher of market value and newly issued share price | 180% | |
Class A common stock | Minimum | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Share price closing of a business combination | $ 9.20 | |
Number of trading days | D | 20 | |
Redemption trigger price | $ 18 | |
Class A common stock | Maximum | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Number of trading days | D | 30 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Redemption trigger price | $ 18 | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Class A common stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Redemption period | 30 days | |
Public Warrants | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Number of warrants outstanding | shares | 13,800,000 | 13,800,000 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption period | 30 days | |
Private Placement Warrants | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Number of warrants outstanding | shares | 13,730,000 | 13,730,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
INCOME TAXES | ||||
Provision for income taxes | $ 276,753 | $ 224,021 | $ 1,325,160 | $ 224,021 |
Effective tax rate (as a percent) | 39% | 22% | 317% | 28% |
Income tax at U.S. statutory rate | 21% | |||
Accrual for unrecognized tax benefits for interest and penalties | $ 0 | $ 0 |