Battery Future Acquisition (BFQUF) 10-Q 13 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 13, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41158
Entity Registrant Name	BATTERY FUTURE ACQUISITION CORP.
Entity Central Index Key	0001880441
Entity Tax Identification Number	98-1618517
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	777 Brickell Ave
Entity Address, Address Line Two	#500-97545
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	+61
Local Phone Number	460-545-788
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
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Capital Units [Member]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant
Trading Symbol	BFAC.U
Security Exchange Name	NYSE
Common Class A [Member]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001
Trading Symbol	BFAC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		11,436,925
Warrant [Member]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	BFAC.WS
Security Exchange Name	NYSE
Common Class B [Member]
Entity Common Stock, Shares Outstanding		8,625,000

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Assets:
Cash	$ 123,724	$ 299,149
Prepaid expenses	92,083	389,583
Total current assets	215,807	688,732
Cash and investments held in Trust Account	123,589,515	356,976,495
Total Assets	123,805,322	357,665,227
Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Accounts payable and accrued expenses	2,054,546	614,839
Due to related party	1,797,343	11,820
Total current liabilities	3,851,889	626,659
Warrant liabilities	3,806,268	2,219,165
Total Liabilities	7,658,157	2,845,824
Class A ordinary shares subject to possible redemption, $0.0001 par value, 11,436,925 and 34,500,000 shares at an approximate redemption value of $10.81 per share as of September 30, 2023 and $10.35 per share as of December 31, 2022	123,588,627	356,975,607
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2023 and December 31, 2022
Additional paid-in capital
Accumulated deficit	(7,442,325)	(2,157,067)
Total Shareholders’ Deficit	(7,441,462)	(2,156,204)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	123,805,322	357,665,227
Common Class A [Member]
Shareholders’ Deficit:
Ordinary share, value
Common Class B [Member]
Shareholders’ Deficit:
Ordinary share, value	$ 863	$ 863

CONDENSED BALANCE SHEETS (Una_2

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred shares par or stated value per share	$ 0.0001	$ 0.0001
Preferred shares authorised	1,000,000	1,000,000
Preferred shares issued	0	0
Preferred shares outstanding	0	0
Common Class A [Member]
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001
Temporary shares outstanding	11,436,925	34,500,000
Temporary equity redemption price	$ 10.81	$ 10.35
Ordinary shares par or stated value per share	$ 0.0001	$ 0.0001
Ordinary shares authorised	200,000,000	200,000,000
Ordinary shares outstanding	0	0
Ordinary shares issued	11,436,925	34,500,000
Common Class B [Member]
Ordinary shares par or stated value per share	$ 0.0001	$ 0.0001
Ordinary shares authorised	20,000,000	20,000,000
Ordinary shares outstanding	8,625,000	8,625,000
Ordinary shares issued	8,625,000	8,625,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
General and administrative expenses	$ 728,366	$ 235,151	$ 2,670,974	$ 1,379,322
Loss from operations	(728,366)	(235,151)	(2,670,974)	(1,379,322)
Other income (expense):
Interest earned on investment held in Trust Account	2,221,087	1,588,335	8,881,728	2,098,809
Interest on promissory note - related party	(15,044)		(27,181)
Change in fair value of warrant liabilities	(683,593)	2,382,595	(1,587,103)	16,142,727
Total other income (expense), net	1,522,450	3,970,930	7,267,444	18,241,536
Net income	$ 794,084	$ 3,735,779	$ 4,596,470	$ 16,862,214
Class A Redeemable Ordinary Shares [Member]
Other income (expense):
Weighted average redeemable Class A ordinary shares outstanding	11,436,925	34,500,000	25,122,706	34,500,000
Basic and diluted net income per share, Class A redeemable ordinary shares	$ 0.04	$ 0.09	$ 0.14	$ 0.39
Class B Non Redeemable Ordinary Share [Member]
Other income (expense):
Weighted average non-redeemable Class B ordinary shares outstanding	8,625,000	8,625,000	8,625,000	8,625,000
Basic and diluted net income per share, Class B non-redeemable ordinary shares	$ 0.04	$ 0.09	$ 0.14	$ 0.39

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Unaudited) - USD ($)	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance — June 30, 2022 (unaudited) at Dec. 31, 2021	$ 863		$ (18,334,458)	$ (18,333,595)
Beginning Balance (in shares) at Dec. 31, 2021	8,625,000
Net income			10,528,741	10,528,741
Balance — September 30, 2022 (unaudited) at Mar. 31, 2022	$ 863		(7,805,717)	(7,804,854)
Ending Balance (in shares) at Mar. 31, 2022	8,625,000
Net income			2,597,694	2,597,694
Accretion for shares subject to possible redemption			(511,362)	(511,362)
Balance — September 30, 2022 (unaudited) at Jun. 30, 2022	$ 863		(5,719,385)	(5,718,522)
Ending Balance (in shares) at Jun. 30, 2022	8,625,000
Net income			3,735,779	3,735,779
Accretion for shares subject to possible redemption			(1,587,447)	(1,587,447)
Balance — September 30, 2022 (unaudited) at Sep. 30, 2022	$ 863		(3,571,053)	(3,570,190)
Ending Balance (in shares) at Sep. 30, 2022	8,625,000
Balance — June 30, 2022 (unaudited) at Dec. 31, 2022	$ 863		(2,157,067)	(2,156,204)
Beginning Balance (in shares) at Dec. 31, 2022	8,625,000
Net income			2,176,769	2,176,769
Accretion for shares subject to possible redemption			(3,787,699)	(3,787,699)
Balance — September 30, 2022 (unaudited) at Mar. 31, 2023	$ 863		(3,767,997)	(3,767,134)
Ending Balance (in shares) at Mar. 31, 2023	8,625,000
Net income			1,625,617	1,625,617
Accretion for shares subject to possible redemption			(3,372,942)	(3,372,942)
Balance — September 30, 2022 (unaudited) at Jun. 30, 2023	$ 863		(5,515,322)	(5,514,459)
Ending Balance (in shares) at Jun. 30, 2023	8,625,000
Net income			794,084	794,084
Accretion for shares subject to possible redemption			(2,721,087)	(2,721,087)
Balance — September 30, 2022 (unaudited) at Sep. 30, 2023	$ 863		$ (7,442,325)	$ (7,441,462)
Ending Balance (in shares) at Sep. 30, 2023	8,625,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities:
Net income	$ 4,596,470	$ 16,862,214
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account	(8,881,728)	(2,098,809)
Interest on working capital loan – related party	27,181
Change in fair value of warrant liabilities	1,587,103	(16,142,727)
Changes in operating assets and liabilities:
Prepaid expenses	297,500	(14,365)
Prepaid expenses –non-current portion		343,688
Accounts payable	1,439,707	434,551
Due to related party		45,000
Net cash used in operating activities	(933,767)	(570,448)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(1,000,000)
Cash withdrawn from Trust Account in connection with redemption	243,268,708
Net cash provided by investing activities	242,268,708
Cash Flows from Financing Activities:
Proceeds from promissory note	1,758,342
Redemption of ordinary shares	(243,268,708)
Net cash used in financing activities	(241,510,366)
Net Change in Cash	(175,425)	(570,448)
Cash – Beginning of period	299,149	925,758
Cash – End of period	$ 123,724	$ 355,310

ORGANIZATION, BUSINESS OPERATIO

ORGANIZATION, BUSINESS OPERATION AND LIQUIDITY	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION, BUSINESS OPERATION AND LIQUIDITY	NOTE 1 – ORGANIZATION, BUSINESS OPERATION AND LIQUIDITY Battery Future Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on July 29, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (“Business Combination”). As of September 30, 2023, the Company had not commenced any operations. All activity for the period from July 29, 2021 (inception) through September 30, 2023, relates to the Company’s formation and the initial public offering (“Public Offering” or “IPO”) described below, and since the Public Offering, the Company’s search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Battery Future Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Public Offering was declared effective on December 14, 2021 (the “Effective Date”). On December 17, 2021, the Company consummated the IPO of 34,500,000 10.00 1 one-half of one 1 11.50 Simultaneously with the consummation of the IPO, the Company consummated the private placement of 16,300,000 3,051,111 0.0001 16,300,000 9,445,000 3,095,000 2,751,111 2,760,000 1,000,000 300,000 Transaction costs related to the IPO amounted to $ 7,607,233 6,900,000 707,233 979,690 The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 50 Upon the closing of the Public Offering, management deposited $ 351,900,000 10.20 185 4.65 Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company is unable to complete the initial Business Combination within the Combination Period, subject to applicable law, and (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to modify the substance or timing of the Company’s obligation to redeem 100 The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount initially deposited into the Trust Account upon the consummation of the Public Offering was $ 351,900,000 10.20 All of the public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Articles. In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the public shares will be issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 Redemptions of the Company’s public shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements, and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Articles, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any public shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company’s Class A ordinary shares are not classified as a “penny stock” upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have until November 17, 2023 (or up to 30 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination by depositing into the Trust Account, for each one-month extension, the lesser of $ 0.03 250,000 10 100,000 On June 12, 2023, the Company held an extraordinary general meeting of shareholders and the Company’s shareholders approved the following proposals: (1) a proposal to approve by special resolution an amendment of the Articles to give the Company the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from June 17, 2023 to June 17, 2024, by depositing into the Trust Account the lesser of (i) $ 0.03 250,000 In connection with the shareholders’ vote at the extraordinary general meeting, holders of 23,063,075 243.2 10.55 120.9 20,061,925 11,436,925 8,625,000 On June 14, 2023, an aggregate of $ 500,000 0.024 On each of August 15, 2023, September 15, 2023 and October 12, 2023, an aggregate of $ 250,000 0.024 The Company’s initial shareholders, officers and directors, Pala and Roth have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with a shareholder vote to approve an amendment to the Articles to modify the substance or timing of the Company’s obligation to redeem 100 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, 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 as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. On February 23, 2023, the Company signed a non-binding letter of intent for a Business Combination with a company in the battery technology sector. Liquidity and Capital Resources As of September 30, 2023, the Company had $ 123,724 3,636,082 The Company’s liquidity needs up to the closing of the IPO on December 17, 2021 had been satisfied through a payment from the Sponsor of $ 25,000 300,000 In addition, 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, provide the Company Working Capital Loans (as defined in Note 5). As of September 30, 2023 and December 31, 2022, the Company had approximately $ 1,758,000 0 In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 17, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company until one year from the issuance of these unaudited condensed financial statements. 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 liquidity condition and 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. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 17, 2023. The Company intends to complete a Business Combination before the mandatory liquidation date. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Accordingly, the unaudited condensed financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the Company’s unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected through December 31, 2023 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 30, 2023, which contains the audited financial statements and notes thereto. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102 (b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 123,724 299,149 no Cash and Investments Held in Trust Account As of December 31, 2022, substantially all of the assets held in the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 Since May 18, 2023, all of the assets held in the Trust Account have been held solely in cash in an interest-bearing demand deposit account at a bank. Interest on bank deposit accounts is variable and such accounts currently yield interest of approximately 4.65 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $ 250,000 Offering Costs associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the condensed balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs are allocated ratably with the redeemable and non-redeemable shares they are allocated to. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to temporary equity. The Company incurred offering costs amounting to $ 7,607,233 6,900,000 707,233 321,236 Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 11,436,925 34,500,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. As of September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Summary of Class A Ordinary Shares Temporary Equity Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (13,631,224 ) Class A ordinary shares issuance cost (7,285,997 ) Add: Accretion of carrying value of redemption value 32,892,828 Class A ordinary shares subject to redemption, December 31, 2022 356,975,607 Add: Accretion of carrying value to redemption value 3,787,699 Class A ordinary shares subject to redemption, March 31, 2023 (unaudited) 360,763,306 Less: Redemptions (243,268,708 ) Add: Accretion of carrying value to redemption value 3,372,942 Class A ordinary shares subject to redemption, June 30, 2023 (unaudited) 120,867,540 Add: Accretion of carrying value to redemption value 2,721,087 Class A ordinary shares subject to redemption, September 30, 2023 (unaudited) $ 123,588,627 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the condensed balance sheets with changes in the fair value reported in the unaudited condensed statements of operations. Derivative assets and liabilities are classified on the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the condensed balance sheet date. Warrant Liabilities The Company accounts for the warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each condensed balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statements of operations. Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per Class B ordinary share is the same as basic income per Class B ordinary share for the periods presented. Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 452,692 $ 341,392 $ 2,988,623 $ 747,156 $ 3,421,737 $ 1,174,733 $ 13,489,771 $ 3,372,443 Denominator Weighted-average shares outstanding 11,436,925 8,625,000 34,500,000 8,625,000 25,122,706 8,625,000 34,500,000 8,625,000 Basic and diluted net income per share $ 0.04 $ 0.04 $ 0.09 $ 0.09 $ 0.14 $ 0.14 $ 0.39 $ 0.39 Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements Management does not believe that recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2023
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3 – INITIAL PUBLIC OFFERING Public Units On December 17, 2021, the Company consummated its IPO of 34,500,000 10.00 Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 9.20 60 20 9.20 115 18.00 180 The warrants will become exercisable 30 5 Redemption of warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 30 ● if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $ 18.00

PRIVATE PLACEMENT WARRANTS

PRIVATE PLACEMENT WARRANTS	9 Months Ended
	Sep. 30, 2023
Private Placement Warrants
PRIVATE PLACEMENT WARRANTS	NOTE 4 – PRIVATE PLACEMENT WARRANTS Simultaneously with the consummation of the IPO, the Company consummated the Private Placement of 16,300,000 3,051,111 0.0001 16,300,000 9,445,000 3,095,000 2,751,111 2,760,000 1,000,000 300,000 If the Private Placement Warrants are held by holders other than their initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the Public Offering.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares On August 4, 2021, the Sponsor paid $ 25,000 0.003 7,187,500 0.0001 On November 21, 2021, the Sponsor surrendered 2,966,667 300,000 1,000,000 2,751,111 3,095,000 On December 14, 2021, the Company issued 1,353,056 8,540,556 5,573,889 2,666,667 300,000 On December 16, 2021, the Company and Pala entered into a securities purchase agreement, pursuant to which the Company agreed to issue and sell 84,444 95,000 190,000 8,625,000 5,573,889 2,751,111 300,000 1,625,000 no On October 23, 2023, October 30, 2023 and November 6, 2023, the Company and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties (collectively, the “Investors”) in exchange for such Investors agreeing (i) to not redeem an aggregate of 5,000,500 1,000,100 The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) the date on which the Company complete a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described in the prospectus relating to the Public Offering. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares. The Company refers to such transfer restrictions as the lock-up. Notwithstanding the foregoing, the Founder Shares will be released from the lockup if (1) the closing price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 Promissory Note – Related Party On August 3, 2021, the Sponsor agreed to loan the Company up to $ 300,000 no On April 5, 2023, the Company issued an unsecured convertible promissory note in the aggregate principal amount of $ 1,000,000 500,000 10.00 June 16, 2023 508,000 15,000 27,000 20.00 6,900,000 On June 14, 2023, the Sponsor loaned the Extension Payment to the Company in order to support the Extension (the “Extension Loan”) and caused the Extension Payment to be deposited in the Company’s Trust Account for its public shareholders. In connection with the Extension Payment, the Company issued an unsecured promissory note in the aggregate principal amount of $ 2,000,000 10.0 1,250,000 On July 31, 2023, the Company and the Sponsor amended and restated the Sponsor Note (the “A&R Sponsor Note”) to (i) increase the aggregate principal amount available to be borrowed to up to $ 5,000,000 1,500,000 6,900,000 On August 8, 2023, the Company and the Sponsor amended and restated the A&R Sponsor Note (the “Second A&R Sponsor Note”) to (i) permit interest to accrue at a rate equal to twenty percent ( 20.00 On each of August 15, 2023, September 15, 2023 and October 12, 2023, an aggregate of $ 250,000 0.024 On October 12, 2023, the Company and Pala amended and restated the A&R Pala Note (the “Second A&R Pala Note”) to increase the aggregate principal amount available to be borrowed by up to $ 250,000 Working Capital Loans In order to finance transaction costs in connection with an intended 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 the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 1.00 1,785,000 0 Office Space, Secretarial and Administrative Services Commencing on the date that the Company’s securities are first listed on the NYSE through the earlier of consummation of the initial Business Combination and the liquidation, the Company has agreed to pay the Sponsor a total of up to $ 15,000 no 0 45,000 0 11,820 Service Provider Agreements From time to time, the Company has entered into and may enter into agreements with various service providers and advisors, including investment banks, to help the Company identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 – COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the (i) Founder Shares, (ii) Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement signed in connection with the Public Offering. Pursuant to the registration rights agreement, the underwriters’ exercise of their over-allotment option in full and $ 1,500,000 26,425,000 17,800,000 8,625,000 16,300,000 1,500,000 16,300,000 1,500,000 Underwriting Agreement The underwriters earned a cash underwriting discount of two percent ( 2 6,900,000 The Company granted the underwriters a 45 4,500,000 Business Combination Marketing Agreement The Company engaged Cantor and Roth as advisors in connection with the Business Combination to assist in holding meetings with the shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the Business Combination, assist in obtaining shareholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay Cantor and Roth a cash fee for such services upon the consummation of the Business Combination in an amount equal to 5.0% of the gross proceeds of the Public Offering (exclusive of any applicable finders’ fees which might become payable), which will only be paid upon the completion of the Company’s Business Combination. As of September 30, 2023 and December 31, 2022, neither Cantor nor Roth has provided any services under this agreement.

WARRANT LIABILITIES

WARRANT LIABILITIES	9 Months Ended
	Sep. 30, 2023
Warrant Liabilities
WARRANT LIABILITIES	NOTE 7 – WARRANT LIABILITIES The Company accounts for the 33,550,000 17,250,000 16,300,000

RECURRING FAIR VALUE MEASUREMEN

RECURRING FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
RECURRING FAIR VALUE MEASUREMENTS	NOTE 8 – RECURRING FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP (as defined in Note 2) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. At September 30, 2023, assets held in the Trust Account were comprised of $ 123,589,515 243,268,708 At December 31, 2022, assets held in the Trust Account were comprised of $ 356,976,495 The following tables present fair value information as of September 30, 2023 and December 31, 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Summary of assets and liabilities that are measured at fair value on a recurring basis September 30, 2023 (unaudited) Level 1 Level 2 Level 3 Liabilities: Public Warrants $ 1,897,500 $ - $ - Private Warrants - - 1,908,768 Total Liabilities $ 1,897,500 $ - $ 1,908,768 December 31, 2022 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 356,976,495 $ - $ - Total Assets $ 356,976,495 $ - $ - Liabilities Public Warrants $ 1,093,650 $ - $ - Private Warrants - - 1,125,515 Total Liabilities $ 1,093,650 $ - $ 1,125,515 At September 30, 2023 and December 31, 2022, the Company used a Monte Carlo model to value the private warrants. The estimated fair value of the public and private warrant liability is determined using Level 3 inputs. If factors or assumptions change, the estimated fair values could be materially different. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The following table provides quantitative information regarding Level 3 fair value measurements: Summary of simulation model for the private placement warrants and public warrants September 30, December 31, (unaudited) Share price $ 10.88 $ 10.27 Strike price $ 11.50 $ 11.50 Term (in years) 0.89 5.41 Volatility 3.5 % 7.8 % Risk-free rate 5.48 % 4.74 % Dividend yield 0 0 The following table presents the changes in the fair value of Level 3 warrant liabilities: Summary Of Reconciliation Of Changes In Fair Value Of warrant Liabilities Private Public Warrant Fair value as of December 31, 2022 $ 1,125,515 $ - $ 1,125,515 Change in fair value 558,888 - 558,888 Fair value as of March 31, 2023 (unaudited) 1,684,403 - 1,684,403 Change in fair value (98,703 ) - (98,703 ) Fair value as of June 30, 2023 (unaudited) 1,585,700 - 1,585,700 Change in fair value 323,068 - 323,068 Fair value as of September 30, 2023 (unaudited) $ 1,908,768 $ - $ 1,908,768 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no

SHAREHOLDERS_ DEFICIT

SHAREHOLDERS’ DEFICIT	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 9 – SHAREHOLDERS’ DEFICIT Preference shares – 1,000,000 0.0001 no Class A ordinary shares – 200,000,000 0.0001 11,436,925 34,500,000 11,436,925 34,500,000 Class B ordinary shares – 20,000,000 0.0001 8,625,000 8,625,000 1,625,000 no Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Articles or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and pursuant to the Articles, such actions include amending the Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Business Combination, the holders of more than 50 90 1 The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Business Combination on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 one-for-one basis

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On October 12, 2023, the Company and Pala amended and restated the A&R Pala Note to increase the aggregate principal amount available to be borrowed by up to $ 250,000 On October 12, 2023, an aggregate of $ 250,000 0.024 On October 24, 2023, the Company filed a definitive proxy statement regarding the extraordinary general meeting of shareholders to be held on November 14, 2023 (the “Meeting”). The purpose of the Meeting is to consider and vote upon proposals to (A) amend the Articles to remove the monthly Extension Payment the Company must make to extend the Combination Period and allow for an extension of the Combination Period until June 17, 2024 (the “Extended Date”) without depositing extra funds in the Trust Account (the “Extension Payment Removal Proposal”), (B) amend the Articles to eliminate (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $ 5,000,001 5,000,001 On October 23, 2023, October 30, 2023 and November 6, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with the Investors in exchange for such Investors agreeing (i) to not redeem an aggregate of 5,000,500 1,000,100 The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed as Exhibit 10.1 the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2023.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Accordingly, the unaudited condensed financial statements do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the Company’s unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results that may be expected through December 31, 2023 or any future periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 30, 2023, which contains the audited financial statements and notes thereto.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102 (b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 123,724 299,149 no
Cash and Investments Held in Trust Account	Cash and Investments Held in Trust Account As of December 31, 2022, substantially all of the assets held in the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 Since May 18, 2023, all of the assets held in the Trust Account have been held solely in cash in an interest-bearing demand deposit account at a bank. Interest on bank deposit accounts is variable and such accounts currently yield interest of approximately 4.65
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 a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $ 250,000
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the condensed balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs are allocated ratably with the redeemable and non-redeemable shares they are allocated to. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to temporary equity. The Company incurred offering costs amounting to $ 7,607,233 6,900,000 707,233 321,236
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 11,436,925 34,500,000 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. As of September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table: Summary of Class A Ordinary Shares Temporary Equity Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (13,631,224 ) Class A ordinary shares issuance cost (7,285,997 ) Add: Accretion of carrying value of redemption value 32,892,828 Class A ordinary shares subject to redemption, December 31, 2022 356,975,607 Add: Accretion of carrying value to redemption value 3,787,699 Class A ordinary shares subject to redemption, March 31, 2023 (unaudited) 360,763,306 Less: Redemptions (243,268,708 ) Add: Accretion of carrying value to redemption value 3,372,942 Class A ordinary shares subject to redemption, June 30, 2023 (unaudited) 120,867,540 Add: Accretion of carrying value to redemption value 2,721,087 Class A ordinary shares subject to redemption, September 30, 2023 (unaudited) $ 123,588,627
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the condensed balance sheets with changes in the fair value reported in the unaudited condensed statements of operations. Derivative assets and liabilities are classified on the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the condensed balance sheet date.
Warrant Liabilities	Warrant Liabilities The Company accounts for the warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each condensed balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statements of operations.
Net Income per Ordinary Share	Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per Class B ordinary share is the same as basic income per Class B ordinary share for the periods presented. Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 452,692 $ 341,392 $ 2,988,623 $ 747,156 $ 3,421,737 $ 1,174,733 $ 13,489,771 $ 3,372,443 Denominator Weighted-average shares outstanding 11,436,925 8,625,000 34,500,000 8,625,000 25,122,706 8,625,000 34,500,000 8,625,000 Basic and diluted net income per share $ 0.04 $ 0.04 $ 0.09 $ 0.09 $ 0.14 $ 0.14 $ 0.39 $ 0.39
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Summary of Class A Ordinary Shares Temporary Equity	Summary of Class A Ordinary Shares Temporary Equity Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (13,631,224 ) Class A ordinary shares issuance cost (7,285,997 ) Add: Accretion of carrying value of redemption value 32,892,828 Class A ordinary shares subject to redemption, December 31, 2022 356,975,607 Add: Accretion of carrying value to redemption value 3,787,699 Class A ordinary shares subject to redemption, March 31, 2023 (unaudited) 360,763,306 Less: Redemptions (243,268,708 ) Add: Accretion of carrying value to redemption value 3,372,942 Class A ordinary shares subject to redemption, June 30, 2023 (unaudited) 120,867,540 Add: Accretion of carrying value to redemption value 2,721,087 Class A ordinary shares subject to redemption, September 30, 2023 (unaudited) $ 123,588,627
Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share	Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 452,692 $ 341,392 $ 2,988,623 $ 747,156 $ 3,421,737 $ 1,174,733 $ 13,489,771 $ 3,372,443 Denominator Weighted-average shares outstanding 11,436,925 8,625,000 34,500,000 8,625,000 25,122,706 8,625,000 34,500,000 8,625,000 Basic and diluted net income per share $ 0.04 $ 0.04 $ 0.09 $ 0.09 $ 0.14 $ 0.14 $ 0.39 $ 0.39

RECURRING FAIR VALUE MEASUREM_2

RECURRING FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Summary of assets and liabilities that are measured at fair value on a recurring basis	Summary of assets and liabilities that are measured at fair value on a recurring basis September 30, 2023 (unaudited) Level 1 Level 2 Level 3 Liabilities: Public Warrants $ 1,897,500 $ - $ - Private Warrants - - 1,908,768 Total Liabilities $ 1,897,500 $ - $ 1,908,768 December 31, 2022 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 356,976,495 $ - $ - Total Assets $ 356,976,495 $ - $ - Liabilities Public Warrants $ 1,093,650 $ - $ - Private Warrants - - 1,125,515 Total Liabilities $ 1,093,650 $ - $ 1,125,515
Summary of simulation model for the private placement warrants and public warrants	Summary of simulation model for the private placement warrants and public warrants September 30, December 31, (unaudited) Share price $ 10.88 $ 10.27 Strike price $ 11.50 $ 11.50 Term (in years) 0.89 5.41 Volatility 3.5 % 7.8 % Risk-free rate 5.48 % 4.74 % Dividend yield 0 0
Summary Of Reconciliation Of Changes In Fair Value Of warrant Liabilities	Summary Of Reconciliation Of Changes In Fair Value Of warrant Liabilities Private Public Warrant Fair value as of December 31, 2022 $ 1,125,515 $ - $ 1,125,515 Change in fair value 558,888 - 558,888 Fair value as of March 31, 2023 (unaudited) 1,684,403 - 1,684,403 Change in fair value (98,703 ) - (98,703 ) Fair value as of June 30, 2023 (unaudited) 1,585,700 - 1,585,700 Change in fair value 323,068 - 323,068 Fair value as of September 30, 2023 (unaudited) $ 1,908,768 $ - $ 1,908,768

ORGANIZATION, BUSINESS OPERAT_2

ORGANIZATION, BUSINESS OPERATION AND LIQUIDITY (Details Narrative) - USD ($)								9 Months Ended
	Nov. 17, 2023	Jun. 14, 2023	Jun. 12, 2023	Dec. 17, 2021	Dec. 16, 2021	Nov. 21, 2021	Aug. 04, 2021	Sep. 30, 2023	Sep. 30, 2022	Oct. 12, 2023	Sep. 15, 2023	Aug. 15, 2023	May 18, 2023	Dec. 31, 2022	Dec. 14, 2021
Shares Issued, Price Per Share								$ 18
Proceeds from issuance of private placement				$ 351,900,000
cash				979,690				$ 123,724						$ 299,149
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax								80%
Sale of stock issue price per share								$ 10.88						$ 10.27
Term of restricted investments								185 days
Investment interest rate													4.65%
Percentage of public shareholding to be redeemed in case of non occurrence of business combination								100%
Payment to acquire restricted investments			$ 250,000					$ 1,000,000
Networth needed post business combination								$ 5,000,001
Additional per share amount deposited in the trust account			$ 0.03
Number of business days after the last date for effecting business combination within which the public shares shall be redeemed								10 days
Estimated amount of expenses payable on dissolution								$ 100,000
Stock redeemed or called during period, shares			23,063,075
Stock redeemed or called during period, value			$ 243,200,000
Per share amount withdrawn from the trust account			$ 10.55
Amount held in trust account			$ 120,900,000
Ordinary shares outstanding			20,061,925
Deposited into trust account		$ 500,000						243,268,708
Share price		$ 0.024
Net working capital								3,636,082
Ordinary shares issued to Sponsor				$ 25,000
Working Capital Loans [Member]
Due to related party								$ 1,785,000						$ 0
Subsequent Event [Member]
Payment to acquire restricted investments	$ 250,000
Additional per share amount deposited in the trust account	$ 0.03
Other Investee [Member]
Equity method investment ownership percentage								50%
Sponsor [Member] | Working Capital Loans [Member]
Due to related party								$ 1,758,000						$ 0
Pala [Member]
Share price											$ 0.024	$ 0.024
Deposits											$ 250,000	$ 250,000
Pala [Member] | Subsequent Event [Member]
Share price										$ 0.024
Deposits										$ 250,000
Public Warrants [Member]
Description of warrant included in each unit				one-half of one1 redeemable warrant
Class of warrants or rights exercise price of warrants or rights								$ 11.50
Private Placement Warrants [Member] | Sponsor [Member]
Class of warrants or rights number of warrants issued during the period				9,445,000
Common Class A [Member]
Shares issued during the period new issues shares								26,425,000
Shares Issued, Price Per Share				$ 10
Number of shares of common stock included in each				1
Class of warrants or rights number of securities called by each warrant or right				1
Class of warrants or rights exercise price of warrants or rights				$ 11.50
Ordinary shares par or stated value per share								$ 0.0001						$ 0.0001
Ordinary shares outstanding			11,436,925					0						0
Share price				$ 12
Common Class B [Member]
Ordinary shares par or stated value per share								$ 0.0001						$ 0.0001
Ordinary shares outstanding			8,625,000		8,625,000			8,625,000						8,625,000	8,540,556
Common Class B [Member] | Sponsor [Member]
Ordinary shares par or stated value per share							$ 0.0001
Ordinary shares outstanding					5,573,889										5,573,889
Share price							$ 0.003
Ordinary shares issued to Sponsor							$ 25,000
Ordinary shares issued to Sponsor (in shares)							7,187,500
Common Class B [Member] | Pala Investments Limited or Pala [Member]
Shares issued during the period new issues shares					84,444
Class of warrants or rights number of warrants issued during the period					95,000
Proceeds from issuance of private placement					$ 190,000
Ordinary shares outstanding					2,751,111										2,666,667
Common Class B [Member] | Roth Capital Partners LLC or Roth [Member]
Ordinary shares outstanding					300,000										300,000
IPO [Member]
Shares issued during the period new issues shares				34,500,000
Transaction costs				$ 7,607,233
Underwriting commission				6,900,000
Other offering costs				$ 707,233				$ 707,233
Sale of stock issue price per share				$ 10
IPO [Member] | Public Share [Member]
Sale of stock issue price per share								$ 10.20
Payment to acquire restricted investments								$ 351,900,000
Private Placement [Member]
Proceeds from issuance of private placement				$ 16,300,000				$ 16,300,000
Sale of stock issue price per share				$ 10.20
Private Placement [Member] | Private Placement Warrants [Member]
Class of warrants or rights number of warrants issued during the period				16,300,000				16,300,000
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member]
Class of warrants or rights number of warrants issued during the period								9,445,000
Private Placement [Member] | Private Placement Warrants [Member] | Pala Investments Limited or Pala [Member]
Class of warrants or rights number of warrants issued during the period				3,095,000				3,095,000
Private Placement [Member] | Private Placement Warrants [Member] | Cantor Fitzgeraldand Co or Cantor [Member]
Class of warrants or rights number of warrants issued during the period				2,760,000				2,760,000
Private Placement [Member] | Private Placement Warrants [Member] | Roth Capital Partners LLC or Roth [Member]
Class of warrants or rights number of warrants issued during the period				1,000,000				1,000,000
Private Placement [Member] | Common Class B [Member]
Shares issued during the period new issues shares				3,051,111				3,051,111
Ordinary shares par or stated value per share				$ 0.0001										$ 0.0001
Private Placement [Member] | Common Class B [Member] | Pala Investments Limited or Pala [Member]
Shares issued during the period new issues shares				2,751,111				2,751,111
Ordinary shares issued to Sponsor (in shares)						2,751,111
Private Placement [Member] | Common Class B [Member] | Roth Capital Partners LLC or Roth [Member]
Shares issued during the period new issues shares				300,000				300,000
Ordinary shares issued to Sponsor (in shares)				300,000		300,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Class A Ordinary Shares Temporary Equity (Details) - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Class A ordinary shares subject to redemption			$ 356,975,607
Class A ordinary shares subject to redemption	$ 123,588,627			$ 356,975,607
Class A Ordinary Shares Subject To Possible Redemption [Member]
Gross Proceeds				345,000,000
Proceeds Allocated to Public Warrants				(13,631,224)
Class A ordinary shares issuance cost				(7,285,997)
Accretion of carrying value of redemption value	2,721,087	$ 3,372,942	3,787,699	32,892,828
Class A ordinary shares subject to redemption	120,867,540	360,763,306	356,975,607
Redemptions		(243,268,708)
Class A ordinary shares subject to redemption	$ 123,588,627	$ 120,867,540	$ 360,763,306	$ 356,975,607

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Class A Ordinary Shares [Member]
Numerator:
Allocation of net income	$ 452,692	$ 2,988,623	$ 3,421,737	$ 13,489,771
Denominator
Weighted-average shares outstanding	11,436,925	34,500,000	25,122,706	34,500,000
Basic and diluted net income per share	$ 0.04	$ 0.09	$ 0.14	$ 0.39
Class B Ordinary Shares [Member]
Numerator:
Allocation of net income	$ 341,392	$ 747,156	$ 1,174,733	$ 3,372,443
Denominator
Weighted-average shares outstanding	8,625,000	8,625,000	8,625,000	8,625,000
Basic and diluted net income per share	$ 0.04	$ 0.09	$ 0.14	$ 0.39

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		9 Months Ended
	Dec. 17, 2021	Sep. 30, 2023	May 18, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
cash	$ 979,690	$ 123,724		$ 299,149
Cash equivalents		$ 0		$ 0
Term of restricted investments		185 days
Investment interest rate			4.65%
Cash insured with federal insurance corporation		$ 250,000
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Ordinary shares subject to possible redemption		11,436,925		34,500,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issuance costs		$ 7,607,233
Payments for underwriting expense		6,900,000
Other offering costs	$ 707,233	707,233
Offering expenses related to warrant issuance		$ 321,236

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares		9 Months Ended
	Dec. 17, 2021	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Sale of stock issue price per share		$ 10.88		$ 10.27
Shares Issued, Price Per Share		$ 18
Percent of gross proceeds to equity proceeds		60%
Warrant redemption price		$ 0.01
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued during the period new issues shares		26,425,000
Class of warrants or rights exercise price of warrants or rights	$ 11.50
Shares Issued, Price Per Share	$ 10
Share Issue Price One [Member]
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share		$ 9.20
Percent of redemption trigger price to market value and issue price		115%
Share Issue Price One [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Shares Issued, Price Per Share		$ 9.20
Share Issue Price Two [Member]
Subsidiary, Sale of Stock [Line Items]
Percent of redemption trigger price to market value and issue price		180%
Share redemption trigger price		$ 18
Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Class of warrants or rights exercise price of warrants or rights		$ 11.50
Trading day period to calculate volume weighted average trading price		20 days
Period to exercise warrants after Business Combination			30 days
Warrants and Rights Outstanding, Term		5 years
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Number of days to provide prior written notice of redemption of warrants		30 days
Threshold redemption period for redemption of warrants		30 days
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued during the period new issues shares	34,500,000
Sale of stock issue price per share	$ 10

PRIVATE PLACEMENT WARRANTS (Det

PRIVATE PLACEMENT WARRANTS (Details Narrative) - USD ($)			9 Months Ended
	Dec. 17, 2021	Dec. 16, 2021	Sep. 30, 2023	Dec. 31, 2022	Aug. 04, 2021
Class of Warrant or Right [Line Items]
Proceeds from issuance of private placement	$ 351,900,000
Common Class B [Member]
Class of Warrant or Right [Line Items]
Ordinary shares par or stated value per share			$ 0.0001	$ 0.0001
Common Class B [Member] | Sponsor [Member]
Class of Warrant or Right [Line Items]
Ordinary shares par or stated value per share					$ 0.0001
Common Class B [Member] | Pala Investments Limited or Pala [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights number of warrants issued during the period		95,000
Shares issued during the period new issues shares		84,444
Proceeds from issuance of private placement		$ 190,000
Private Placement [Member]
Class of Warrant or Right [Line Items]
Proceeds from issuance of private placement	$ 16,300,000		$ 16,300,000
Private Placement [Member] | Common Class B [Member]
Class of Warrant or Right [Line Items]
Shares issued during the period new issues shares	3,051,111		3,051,111
Ordinary shares par or stated value per share	$ 0.0001			$ 0.0001
Private Placement [Member] | Common Class B [Member] | Pala Investments Limited or Pala [Member]
Class of Warrant or Right [Line Items]
Shares issued during the period new issues shares	2,751,111		2,751,111
Private Placement [Member] | Common Class B [Member] | Roth Capital Partners LLC or Roth [Member]
Class of Warrant or Right [Line Items]
Shares issued during the period new issues shares	300,000		300,000
Private Placement Warrants [Member] | Sponsor [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights number of warrants issued during the period	9,445,000
Private Placement Warrants [Member] | Private Placement [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights number of warrants issued during the period	16,300,000		16,300,000
Private Placement Warrants [Member] | Private Placement [Member] | Sponsor [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights number of warrants issued during the period			9,445,000
Private Placement Warrants [Member] | Private Placement [Member] | Pala Investments Limited or Pala [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights number of warrants issued during the period	3,095,000		3,095,000
Private Placement Warrants [Member] | Private Placement [Member] | Cantor Fitzgeraldand Co or Cantor [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights number of warrants issued during the period	2,760,000		2,760,000
Private Placement Warrants [Member] | Private Placement [Member] | Roth Capital Partners LLC or Roth [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights number of warrants issued during the period	1,000,000		1,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)										1 Months Ended			3 Months Ended		9 Months Ended
	Nov. 06, 2023	Oct. 23, 2023	Aug. 08, 2023	Apr. 05, 2023	Dec. 17, 2021	Dec. 16, 2021	Dec. 14, 2021	Nov. 21, 2021	Aug. 04, 2021	Oct. 30, 2023	Jul. 31, 2023	Nov. 21, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Oct. 12, 2023	Sep. 15, 2023	Aug. 15, 2023	Jun. 14, 2023	Jun. 12, 2023	Dec. 31, 2022	Aug. 03, 2021
Related Party Transaction [Line Items]
Ordinary shares issued to Sponsor					$ 25,000
Share price																				$ 0.024
Ordinary shares outstanding																					20,061,925
Proceeds from issuance of private placement					351,900,000
Due to related parties current													$ 1,797,343		$ 1,797,343							$ 11,820
Notes payable current													508,000		508,000
Related Party Costs													0	$ 0	0	$ 45,000
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Due to related party													$ 1,785,000		1,785,000							$ 0
Pala Trust Extension Loans [Member]
Related Party Transaction [Line Items]
Debt conversion, original debt, amount											$ 6,900,000
Pala Trust Extension Loans [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Effective interest rate for the funds borrowed			20%
Debt conversion, original debt, amount			$ 6,900,000
Sponsor Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt conversion, original debt, amount											1,500,000
Sponsor Working Capital Loans [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Effective interest rate for the funds borrowed			20%
Private Placement [Member]
Related Party Transaction [Line Items]
Proceeds from issuance of private placement					$ 16,300,000										$ 16,300,000
Private Placement [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants or rights number of warrants issued during the period					16,300,000										16,300,000
Common Class B [Member]
Related Party Transaction [Line Items]
Ordinary shares par or stated value per share													$ 0.0001		$ 0.0001							$ 0.0001
Ordinary shares outstanding						8,625,000	8,540,556						8,625,000		8,625,000						8,625,000	8,625,000
Common Stock, Other Shares, Outstanding					0	1,625,000							1,625,000		1,625,000
Common Class B [Member] | Private Placement [Member]
Related Party Transaction [Line Items]
Ordinary shares par or stated value per share					$ 0.0001																	$ 0.0001
Shares issued during the period new issues shares					3,051,111										3,051,111
Class A Ordinary Shares Subject To Possible Redemption [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Number of shares sold	5,000,500	5,000,500								5,000,500
Common Class A [Member]
Related Party Transaction [Line Items]
Share price					$ 12
Ordinary shares par or stated value per share													$ 0.0001		$ 0.0001							$ 0.0001
Ordinary shares outstanding													0		0						11,436,925	0
Shares issued during the period new issues shares															26,425,000
Sponsor [Member] | Extension Loan [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount																				$ 2,000,000
Debt instrument stated interest rate percentage													10%		10%
Notes payable current													$ 1,250,000		$ 1,250,000
Sponsor [Member] | Extension Loan Amended And Restated [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount											$ 5,000,000
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount													1,500,000		1,500,000
Due to related party													$ 1,758,000		$ 1,758,000							$ 0
Debt instrument conversion price per warrant													$ 1		$ 1
Sponsor [Member] | Office Space, Secretarial and Administrative Services [Member]
Related Party Transaction [Line Items]
Related party transaction fees payable per month															$ 15,000
Sponsor [Member] | Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Due to related party													$ 0		$ 0							$ 11,820
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount																							$ 300,000
Due to related party																							$ 0
Sponsor [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Founder Shares	1,000,100	1,000,100								1,000,100
Sponsor [Member] | Subsequent Event [Member] | Extension Loan Amended And Restated [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount																	$ 250,000
Sponsor [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants or rights number of warrants issued during the period					9,445,000
Sponsor [Member] | Private Placement [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants or rights number of warrants issued during the period															9,445,000
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Ordinary shares issued to Sponsor									$ 25,000
Share price									$ 0.003
Ordinary shares issued to Sponsor (in shares)									7,187,500
Ordinary shares par or stated value per share									$ 0.0001
Stock surrendered during period shares								2,966,667
Share issued during the period by way of recapitalization							1,353,056
Ordinary shares outstanding						5,573,889	5,573,889
Roth Capital Partners LLC or Roth [Member] | Private Placement [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Private Placement Warrant Issued During Period												1,000,000
Class of warrants or rights number of warrants issued during the period					1,000,000										1,000,000
Roth Capital Partners LLC or Roth [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Ordinary shares outstanding						300,000	300,000
Roth Capital Partners LLC or Roth [Member] | Common Class B [Member] | Private Placement [Member]
Related Party Transaction [Line Items]
Ordinary shares issued to Sponsor (in shares)					300,000			300,000
Shares issued during the period new issues shares					300,000										300,000
Pala Investments Limited or Pala [Member] | Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount				$ 1,000,000
Debt instrument stated interest rate percentage				10%
Debt Instrument, Maturity Date				Jun. 16, 2023
Pala Investments Limited or Pala [Member] | Unsecured Promissory Note [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Due to related parties current				$ 500,000
Pala Investments Limited or Pala [Member] | Private Placement [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Private Placement Warrant Issued During Period								3,095,000
Class of warrants or rights number of warrants issued during the period					3,095,000										3,095,000
Pala Investments Limited or Pala [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Ordinary shares outstanding						2,751,111	2,666,667
Shares issued during the period new issues shares						84,444
Class of warrants or rights number of warrants issued during the period						95,000
Proceeds from issuance of private placement						$ 190,000
Pala Investments Limited or Pala [Member] | Common Class B [Member] | Private Placement [Member]
Related Party Transaction [Line Items]
Ordinary shares issued to Sponsor (in shares)								2,751,111
Shares issued during the period new issues shares					2,751,111										2,751,111
Pala Working Capital Note [Member]
Related Party Transaction [Line Items]
Interest expense on borrowings													$ 15,000		$ 27,000
Pala [Member]
Related Party Transaction [Line Items]
Share price																		$ 0.024	$ 0.024
Deposits																		$ 250,000	$ 250,000
Pala [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Share price																	$ 0.024
Deposits																	$ 250,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			9 Months Ended
	Sep. 30, 2023	Dec. 17, 2021	Sep. 30, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Due to related parties current	$ 1,797,343		$ 1,797,343	$ 11,820
Private Placement Warrants [Member]
Loss Contingencies [Line Items]
Class of warrant or right, number of securities called by warrants or rights				16,300,000
Warrant [Member]
Loss Contingencies [Line Items]
Class of warrant or right, number of securities called by warrants or rights				17,800,000
Common Class A [Member]
Loss Contingencies [Line Items]
Shares issued during the period new issues shares			26,425,000
Common Class A [Member] | Founder Shares [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Stock issued during period, shares, conversion of units	8,625,000
Common Class A [Member] | Founder Shares [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Stock issued during period, shares, conversion of units	16,300,000
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Shares issued during the period new issues shares		4,500,000
IPO [Member]
Loss Contingencies [Line Items]
Shares issued during the period new issues shares		34,500,000
Percentage of underwriting discount		2%
Underwriting commission		$ 6,900,000
Over allotment option vesting period		45 days
Working Capital Loan [Member] | Private Placement Warrants [Member]
Loss Contingencies [Line Items]
Debt instrument convertible into warrants				$ 1,500,000
Working Capital Loan [Member] | Common Class A [Member] | Private Placement Warrants [Member]
Loss Contingencies [Line Items]
Debt instrument convertible into warrants				1,500,000
Working Capital Loan [Member] | Related Party [Member] | Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Due to related parties current				$ 1,500,000

WARRANT LIABILITIES (Details Na

WARRANT LIABILITIES (Details Narrative) - IPO [Member]	Sep. 30, 2023 shares
Subsidiary, Sale of Stock [Line Items]
Number of warrants or rights outstanding	33,550,000
Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Number of warrants or rights outstanding	17,250,000
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Number of warrants or rights outstanding	16,300,000

RECURRING FAIR VALUE MEASUREM_3

RECURRING FAIR VALUE MEASUREMENTS - Summary Of Reconciliation Of Changes In Fair Value Of warrant Liabilities (Details) - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Liabilities	$ 1,897,500	$ 1,093,650
Total Assets		356,976,495
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account		356,976,495
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants	1,897,500	1,093,650
Fair Value, Inputs, Level 1 [Member] | Private Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Liabilities
Total Assets
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account
Fair Value, Inputs, Level 2 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants
Fair Value, Inputs, Level 2 [Member] | Private Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Liabilities	1,908,768	1,125,515
Total Assets
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants
Fair Value, Inputs, Level 3 [Member] | Private Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants	$ 1,908,768	$ 1,125,515

RECURRING FAIR VALUE MEASUREM_4

RECURRING FAIR VALUE MEASUREMENTS - Summary of Simulation Model for the Private Placement Warrants and Public Warrants (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Share price	$ 10.88	$ 10.27
Strike price	$ 11.50	$ 11.50
Term (in years)	10 months 20 days	5 years 4 months 28 days
Volatility	3.50%	7.80%
Risk-free rate	5.48%	4.74%
Dividend yield	0%	0%

RECURRING FAIR VALUE MEASUREM_5

RECURRING FAIR VALUE MEASUREMENTS - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($)	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of December	$ 1,585,700	$ 1,684,403	$ 1,125,515
Change in fair value	323,068	(98,703)	558,888
Fair value as of December	1,908,768	1,585,700	1,684,403
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of December	1,585,700	1,684,403	1,125,515
Change in fair value	323,068	(98,703)	558,888
Fair value as of December	1,908,768	1,585,700	1,684,403
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value as of December
Change in fair value
Fair value as of December

RECURRING FAIR VALUE MEASUREM_6

RECURRING FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)		3 Months Ended	9 Months Ended
	Jun. 14, 2023	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Assets held in Trust Account		$ 123,589,515	$ 123,589,515		$ 356,976,495
Cash withdrawn from Trust Account in connection with redemption	$ 500,000		243,268,708
Fair value transferred from a Level 3 measurement to a Level 1		$ 0	$ 0

SHAREHOLDERS_ DEFICIT (Details

SHAREHOLDERS’ DEFICIT (Details Narrative)	9 Months Ended
	Sep. 30, 2023 Integer $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 17, 2021 shares	Dec. 16, 2021 shares
Class of Stock [Line Items]
Preferred shares authorised	1,000,000	1,000,000
Preferred shares par or stated value per share | $ / shares	$ 0.0001	$ 0.0001
Preferred shares issued	0	0
Preferred shares outstanding	0	0
Common Class A [Member]
Class of Stock [Line Items]
Ordinary shares authorised	200,000,000	200,000,000
Ordinary shares par or stated value per share | $ / shares	$ 0.0001	$ 0.0001
Ordinary shares issued	11,436,925	34,500,000
Ordinary shares outstanding	11,436,925	34,500,000
Temporary Equity, Shares Outstanding	11,436,925	34,500,000
Percent of convertible share to outstanding shares	20%
Common Class B [Member]
Class of Stock [Line Items]
Ordinary shares authorised	20,000,000	20,000,000
Ordinary shares par or stated value per share | $ / shares	$ 0.0001	$ 0.0001
Ordinary shares issued	8,625,000	8,625,000
Ordinary shares outstanding	8,625,000	8,625,000
Common shares subject to forfeiture	1,625,000		0	1,625,000
Minimum threshold percentage required to appoint directors	50%
Minimum threshold voting percentage required for amending right to appoint directors	90%
Number of votes per share | Integer	1
Common stock conversion basis	one-for-one basis

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Nov. 06, 2023	Oct. 30, 2023	Oct. 24, 2023	Oct. 23, 2023	Oct. 12, 2023	Sep. 15, 2023	Aug. 15, 2023	Jul. 31, 2023
Subsequent Event [Member]
Subsequent Event [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles			$ 5,000,001
Non redeemed shares	5,000,500	5,000,500		5,000,500
Sponsor [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Founder Shares	1,000,100	1,000,100		1,000,100
Pala [Member]
Subsequent Event [Line Items]
Deposits						$ 250,000	$ 250,000
Pala [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Deposits					$ 250,000
Public share					$ 0.024
Extension Loan Amended And Restated [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Debt instrument face value								$ 5,000,000
Extension Loan Amended And Restated [Member] | Sponsor [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument face value					$ 250,000