10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to

Commission file number: 001-41241

HCM ACQUISITION CORP

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands	98-1581263
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

100 First Stamford Place, Suite 330

Stamford, CT 06902

(Address of principal executive offices)

(203) 930-2200

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant	HCMAU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	HCMA	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at a price of $11.50 per share	HCMAW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒  No ☐

As of November 13, 2023, there were 14,066,906 Class A ordinary shares, par value $0.0001 per share, and 75,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

HCM ACQUISITION CORP

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS

		Page
Part I. Financial Information
	Item 1. Financial Statements
	Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1
	Condensed Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2023 and 2022 (Unaudited)	3
	Condensed Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	21
	Item 4. Controls and Procedures	21
Part II. Other Information
	Item 1. Legal Proceedings	22
	Item 1A. Risk Factors	22
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	23
	Item 3. Defaults Upon Senior Securities	23
	Item 4. Mine Safety Disclosures	23
	Item 5. Other Information	23
	Item 6. Exhibits	23
Part III. Signatures		24

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

HCM ACQUISITION CORP

CONDENSED BALANCE SHEETS

	September 30, 2023			December 31, 2022
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	79,103		$	792,423
Prepaid expenses		87,538			187,750
Total Current Assets		166,641			980,173
Cash and marketable securities held in trust account		44,680,719			297,619,343
Total Assets	$	44,847,360		$	298,599,516
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	3,925,305		$	1,213,665
Accrued offering costs		—			70,000
Promissory note - related party		1,256,675			—
Total current liabilities		5,181,980			1,283,665
Warrant liabilities		547,500			547,500
Deferred underwriting fee payable		3,000,000			15,125,000
Total Liabilities		8,729,480			16,956,165
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Class A ordinary shares subject to possible redemption; 4,079,406 and 28,750,000 shares issued and outstanding at redemption value at September 30, 2023 and December 31, 2022, respectively		44,680,719			297,619,343
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 9,987,500 and no issued and outstanding (excluding 4,079,406 and 28,750,000 shares subject to possible redemption) at September 30, 2023 and December 31, 2022, respectively		999			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 75,000 and 10,062,500 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		7			1,006
Additional paid-in capital		11,827,938			—
Accumulated deficit		(20,391,783	)		(15,976,998	)
Total Shareholders’ Deficit		(8,562,839	)		(15,975,992	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	44,847,360		$	298,599,516

The accompanying notes are an integral part of the unaudited condensed financial statements.

1

HCM ACQUISITION CORP

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
Operating and formation costs	$	1,517,629		$	377,546		$	3,858,238		$	946,108
Loss from operations		(1,517,629	)		(377,546	)		(3,858,238	)		(946,108	)
Other income:
Interest income - bank		40			—			3,067			—
Reduction of deferred underwriting fee		—			—			297,062			—
Interest earned on marketable securities held in Trust Account		572,450			599,266			4,736,501			1,146,917
Unrealized gain on marketable securities held in Trust Account		—			824,061			—			794,781
Change in fair value of warrant liabilities		—			821,250			—			11,497,500
Transaction cost incurred in connection with Initial Public Offering		—			—			—			(536,190	)
Total other income, net		572,490			2,244,577			5,036,630			12,903,008
Net (loss) income	$	(945,139	)	$	1,867,031		$	1,178,392		$	11,956,900
Basic and diluted weighted average shares outstanding, Class A ordinary shares		14,066,906			28,750,000			20,090,739			26,117,216
Basic and diluted net (loss) income per share, Class A ordinary shares	$	(0.07	)	$	0.05		$	0.05		$	0.33
Basic and diluted weighted average shares outstanding, Class B ordinary shares		75,000			10,062,500			4,172,436			9,942,308
Basic and diluted net (loss) income per share, Class B ordinary shares	$	(0.07	)	$	0.05		$	0.05		$	0.33

The accompanying notes are an integral part of the unaudited condensed financial statements.

2

HCM ACQUISITION CORP

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

	Ordinary Shares										Additional					Total
	Class A				Class B						Paid-In		Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance — January 1, 2023		—	$	—		10,062,500		$	1,006		$	—	$	(15,976,998	)	$	(15,975,992	)
Accretion for Class A ordinary shares to redemption amount		—		—		—			—			—		(2,418,471	)		(2,418,471	)
Reduction of Deferred Underwriting Fee						—			—			11,827,938		—			11,827,938
Net income		—		—		—			—			—		851,333			851,333
Balance — March 31, 2023		—	$	—		10,062,500		$	1,006		$	11,827,938	$	(17,544,136	)	$	(5,715,192	)
Conversion of Class B shares to Class A shares		9,987,500		999		(9,987,500	)		(999	)		—		—			—
Accretion for Class A ordinary shares to redemption amount		—		—		—			—			—		(2,173,918	)		(2,173,918	)
Net income		—		—		—			—			—		1,272,198			1,272,198
Balance — June 30, 2023		9,987,500	$	999		75,000		$	7		$	11,827,938	$	(18,445,856	)	$	(6,616,912	)
Accretion for Class A ordinary shares to redemption amount		—		—		—			—			—		(1,000,788	)		(1,000,788	)
Net loss		—		—		—			—			—		(945,139	)		(945,139	)
Balance — September 30, 2023		9,987,500	$	999		75,000		$	7		$	11,827,938	$	(20,391,783	)	$	(8,562,839	)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

	Class B Ordinary Shares				Additional Paid-in Capital			Accumulated Deficit			Total Shareholders’ Equity (Deficit)
	Shares		Amount
Balance — January 1, 2022		10,062,500	$	1,006	$	23,994		$	(15,786	)	$	9,214
Cash in excess of fair value of Private Placement Warrants		—		—		6,630,000			—			6,630,000
Accretion for Class A ordinary shares to redemption amount		—		—		(6,653,994	)		(26,375,172	)		(33,029,166	)
Net income		—		—		—			7,104,081			7,104,081
Balance — March 31, 2022		10,062,500	$	1,006	$	—		$	(19,286,877	)	$	(19,285,871	)
Accretion for Class A ordinary shares to redemption amount		—		—		—			(518,371	)		(518,371	)
Net income		—		—		—			2,985,788			2,985,788
Balance — June 30, 2022		10,062,500	$	1,006	$	—		$	(16,819,460	)	$	(16,818,454	)
Accretion for Class A ordinary shares to redemption amount		—		—		—			(1,423,327	)		(1,423,327	)
Net income		—		—		—			1,867,031			1,867,031
Balance — September 30, 2022		10,062,500	$	1,006	$	—		$	(16,375,756	)	$	(16,374,750	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

3

HCM ACQUISITION CORP

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended September 30,
	2023			2022
Cash Flows from Operating Activities:
Net income	$	1,178,392		$	11,956,900
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account and Money Market		(4,736,501	)		(1,146,917	)
Reduction of deferred underwriting fees		(297,062	)		—
Unrealized gain on marketable securities held in Trust Account		—			(794,781	)
Change in fair value of warrant liabilities		—			(11,497,500	)
Transaction costs incurred in connection with IPO		—			536,190
Changes in operating assets and liabilities:
Prepaid expenses		100,212			(252,063	)
Accrued expenses		2,711,640			485,184
Net cash used in operating activities		(1,043,319	)		(712,987	)
Cash Flows from Investing Activities:
Extension payments into the Trust Account		(856,676	)		(293,250,000	)
Cash withdrawn from Trust Account in connection with redemption		258,531,801			—
Net cash provided by (used in) investing activities		257,675,125			(293,250,000	)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		—			282,500,000
Proceeds from sale of Private Placements Warrants		—			13,000,000
Proceeds from advances from related party		385			—
Repayment of advances from related party		(385	)		—
Proceeds from promissory note - related party		1,256,675			41,615
Repayment of promissory note – related party		—			(250,115	)
Payment of offering costs		(70,000	)		(359,050	)
Redemption of ordinary shares		(258,531,801	)		—
Net cash (used in) provided by financing activities		(257,345,126	)		294,932,450
Net Change in Cash and Cash Equivalents		(713,320	)		969,463
Cash and cash equivalents – Beginning of period		792,423			158
Cash and cash equivalents – End of period	$	79,103		$	969,621
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	—		$	70,000
Change in value of Class A ordinary share subject to possible redemption	$	5,593,177		$	1,941,698
Initial classification of Class A ordinary share subject to possible redemption	$	—		$	293,250,000
Reduction of deferred underwriting fees	$	11,827,938		$	—
Deferred underwriting fee payable	$	—		$	15,125,000

The accompanying notes are an integral part of the unaudited condensed financial statements.

4

HCM ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Unaudited)

NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

HCM Acquisition Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 5, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2023, the Company had not commenced any operations. All activity for the period from February 5, 2021 (inception) through September 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and changes in fair value of warrant liabilities. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on January 20, 2022. On January 25, 2022, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares” or the “Class A Ordinary Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 13,000,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to HCM Investor Holdings, LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), generating gross proceeds of $13,000,000, which is described in Note 4.

Transaction costs amounted to $20,771,606, consisting of $5,000,000 of underwriting fees, $15,125,000 of deferred underwriting fees, and $646,606 of other offering costs.

Following the closing of the Initial Public Offering on January 25, 2022, an amount of $293,250,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

On January 25, 2022, the Sponsor transferred 25,000 Class B ordinary shares to each of our independent directors (together, with the Sponsor, the “Initial Shareholders”) at a purchase price of approximately $0.003 per share. The sale of the Founder Shares to the Company’s directors and director’s nominees is within the scope of Financial Accounting Standards Board (“FASB”) ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).  Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 75,000 shares granted to the Company’s directors was $546,750 or $7.29 per share.  The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of September 30, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

5

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HCM ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Unaudited)

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.20 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable).

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under 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 Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, each of the Sponsor, Cantor Fitzgerald and the Company’s officers and directors has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under 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 Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, each of the Sponsor, Cantor Fitzgerald and the Company’s officers and directors has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor, Cantor Fitzgerald and the Company’s officers and directors have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination.

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HCM ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Unaudited)

The Company had until 15 months from the closing of the Initial Public Offering or April 25, 2023, or during any extended time that the Company has to consummate a Business Combination beyond 15 months as a result of a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association (an “Extension Period”) (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the trust account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

On April 19, 2023 the Company held an extraordinary general meeting in which the shareholders voted to extend the date by which the Company must consummate an initial business combination from April 25, 2023 to May 25, 2023, with the option to elect to extend the date to consummate a business combination on a monthly basis for up to eight times by an additional month each time after May 25, 2023, without another shareholder vote, for up to a total of nine months to January 25, 2024, upon the deposit the lesser of (i) $0.035 per Class A Ordinary Share or (ii) an aggregate of $145,000 into the Trust Account, for each month of the extension period up to and until January 25, 2024, pro-rated for partial months during the extension period, resulting in a maximum contribution of $1,305,000. In connection with the extraordinary general meeting, the Company’s shareholders elected to redeem an aggregate of 24,670,594 ordinary shares, leaving 4,079,406 shares outstanding.  The Sponsor paid $142,779 for the first monthly extension on April 21, 2023. In connection with the extension, the Sponsor voluntarily converted 9,987,500 Class B ordinary shares of the Company it held as of such date into Class A ordinary shares, bringing the Class A ordinary shares outstanding total to 14,066,906.

On April 22, 2023, the Company withdrew $258,531,801 from the Trust Account in connection with the redemption. As approved by its shareholders at the Extraordinary Meeting, the Company amended its amended and restated memorandum and articles of association (the “Extension Amendment”). The Company filed the Extension Amendment with the Registrar of Companies of the Cayman Islands on April 21, 2023. The Extension Amendment changed the date by which the Company must consummate an initial business combination from April 25, 2023 to May 25, 2023, with the option to elect to extend the date to consummate a business combination on a monthly basis for up to eight times by an additional month each time after May 25, 2023, without another shareholder vote, upon two days’ advance notice prior to the applicable deadline, for a total of up to nine months to January 25, 2024, unless the closing of a business combination shall have occurred. The Company has made six additional extension payments of $142,779, as of October 23, 2023, bringing the total amount paid into the Trust Account to $999,453.

The Sponsor, Cantor Fitzgerald and the Company’s officers and directors agreed to waive their respective liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed 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 by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share or (2) 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, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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HCM ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Unaudited)

Liquidity and Going Concern

As of September 30, 2023, the Company had a cash balance of $79,103 and working capital deficit of $5,015,339. Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that the Company will not have enough cash to meet its obligations as they become due. Management expects to incur significant costs in pursuit of its acquisition plans. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating its business and to consummate a business combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined above) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

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,” management has determined that if the Company does not obtain approval for an extension of the deadline or complete a Business Combination by November 25, 2023 (or through maximum monthly extension date of January 25, 2024 if extended), then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as our cash balance raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and the current wars on the industry and has concluded that while it is reasonably possible that the virus and the war could have a negative effect on the Company’s financial position, results of its operations and/or closing a business combination, the specific impact is not readily determinable as of the date these condensed financial statements are issued. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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HCM ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Unaudited)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2023, the Company assets held $3,067 in a Money Market which is considered a cash equivalent. The Company did not have any cash equivalents as of December 31, 2022.

Cash and Marketable Securities Held in Trust Account

At September 30, 2023 and December 31, 2022, all of the assets held in the Trust Account were held in U.S. Treasury securities and cash.

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HCM ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Unaudited)

Warrant Instruments

The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company evaluated the tender offer provision of the warrant agreement and Section 4.5 fails the “classified in shareholders’ equity” criteria in ASC 815-40-25. After this evaluation, the Company classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations.

Offering Costs

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A –“Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses. Offering costs amounted to $20,771,606, of which $20,235,416 were charged to shareholders’ (deficit) equity upon the completion of the Initial Public Offering and $536,190 were charged to operations in the period ending March 31, 2022.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

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. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

At September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	287,500,000
Less:
Proceeds allocated to Public Warrants		(7,043,750	)
Class A ordinary shares issuance costs		(20,235,416	)
Plus:
Accretion of carrying value to redemption value		33,029,166
Remeasurement of carrying value to redemption value		4,369,343
Class A ordinary shares subject to possible redemption, December 31, 2022	$	297,619,343
Less:
Redemption of Class A shares		(258,531,801	)
Plus:
Remeasurement of carrying value to redemption value		5,593,177
Class A ordinary shares subject to possible redemption, September 30, 2023	$	44,680,719

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HCM ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Unaudited)

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is 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. As such, the Company’s tax provision was zero for the period presented.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable Class A ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value.

The Company calculates its earnings per share to allocate net income pro rata to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of the Company.

The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 27,375,000 Class A ordinary shares in the aggregate. As a result, diluted net income per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	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 ordinary share
Numerator:
Allocation of net income	$	(940,127	)	$	(5,012	)	$	1,382,986	$	484,045	$	975,749	$	202,643	$	8,660,152	$	3,296,748
Denominator:
Basic and diluted weighted average shares outstanding		14,066,906			75,000			28,750,000		10,062,500		20,090,739		4,172,436		26,117,216		9,942,308
Basic and diluted net income per ordinary share	$	(0.07	)	$	(0.07	)	$	0.05	$	0.05	$	0.05	$	0.05	$	0.33	$	0.33

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

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HCM ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Unaudited)

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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and revalued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion, cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company retrospectively adopted ASU 2020-06 on January 1, 2022 and the adoption did not have an impact on its financial position, results of operations or cash flows.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 28,750,000 units, which includes a full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald purchased an aggregate of 13,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, of which the Sponsor purchased 10,500,000 Private Placement Warrants and Cantor Fitzgerald purchased 2,500,000 Private Placement Warrants (for an aggregate purchase price of $13,000,000) from the Company in a private placement.

Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

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HCM ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Unaudited)

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On February 10, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On January 5, 2022, the Company effected a share capitalization in which the Sponsor was issued an additional 2,875,000 ordinary shares so that the Sponsor owns an aggregate of 10,062,500 Founder Shares.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction 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.

Administrative Services Agreement

The Company entered into an agreement, commencing on January 20, 2022 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space and secretarial and administrative services. The Sponsor began providing the administrative services in May 2022.  Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these fees. For the three and nine months ended September 30, 2023, the Company incurred and paid $30,000 and $90,000 in fees for these services. For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $50,000 in fees for these services, respectively.

Promissory Note — Related Party

On December 30, 2021, the Company issued an amended and restated unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of June 30, 2022, or the consummation of the Initial Public Offering. As of January 25, 2022, there was $250,115 outstanding under the Promissory Note. Subsequently, on January 27, 2022, the $250,115 outstanding under the Promissory Note was repaid.

On April 21, 2023, the Company issued an additional promissory note to the Sponsor pursuant to which the Company may borrow up to an aggregate principal amount of $3,000,000.  The Promissory Note is non-interest bearing and payable upon the earlier of January 25, 2023 or the completion of a Business Combination.  As of September 30, 2023, the amount advanced under the Promissory Note was $856,676. The Company has made seven total extension payments, as of October 23, 2023, bringing the total amount paid into the Trust Account to $999,453. See Note 10 for subsequent payment and extension to November 25, 2023.

On July 18, 2023, the Sponsor loaned the Company an additional $400,000 for working capital purposes under the additional promissory note, dated April 21, 2023, to the Sponsor (the “Working Capital Note”), which was not deposited into the Trust Account. The loan does not bear interest and shall be payable in full upon the consummation of a Business Combination. As of September 30, 2023, there was $400,000 in borrowings outstanding under Working Capital Note for working capital.

Related Party Loans

In order to fund working capital deficiencies or to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, there was no balance outstanding under the Working Capital Loans.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights

Pursuant to a registration and shareholder rights agreement entered into on January 20, 2022, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

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HCM ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Unaudited)

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On January 25, 2022, the underwriter’s elected to fully exercise the over-allotment option to purchase an additional 3,750,000 Units at a price of $10.00 per Unit. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate payable upon the closing of the Initial Public Offering. In addition, the underwriter will be entitled to a deferred fee of (i) 5.0% of the gross proceeds of the initial 25,000,000 Units sold in the Public Offering, or $12,500,000, and (ii) 7.0% of the gross proceeds from the Units sold pursuant to the over-allotment option, or $2,625,000. The total deferred fee of $15,125,000 will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On March 13, 2023, the Company signed a fee reduction agreement with Cantor Fitzgerald in which the underwriters forfeited 80.17% of the deferred underwriting commissions resulting in a reduction of $12,125,000 with a remaining $3,000,000 that is deferred and payable upon the business combination. The reduction of the $12,125,000 resulted in a gain from forgiveness of deferred underwriting commissions of $297,062 recorded as reduction of underwriting fee payable on the income statement and $11,827,938 was recorded to additional paid-in capital.

Finder’s Agreement

In February 2022, the Company entered into an agreement with a service provider to help identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with this agreement, the Company will be required to pay a finder’s fee for such services, in an amount equal to $1,000,000, which would be contingent on the consummation of a Business Combination with a target that is introduced by the service provider. No payment under this agreement would be triggered in connection with the consummation of the Business Combination Agreement.

Business Combination Agreement

On March 13, 2023, the Company entered into a Business Combination Agreement (the “Agreement”), by and among MURANO PV, S.A. DE C.V., a Mexican corporation (“Murano PV”), Elías Sacal Cababie, an individual (“ESC”), ES Agrupación, S.A. de C.V., a Mexican corporation (the “ESAGRUP” and collectively with ESC, the “Seller”), Murano Global B.V. a private limited liability company under Dutch law (“PubCo”), MPV Investment B.V., a private limited liability company under Dutch law, which is a direct wholly-owned subsidiary of PubCo (“HoldCo”) and Murano Global Cayman, a Cayman Islands exempted company incorporated with limited liability which is a direct wholly-owned subsidiary of PubCo (“New CayCo” and together with Murano PV, Seller, PubCo and HoldCo, the “Murano Parties”). The Merger (as defined below) was unanimously approved by the Company’s Board of Directors and by Murano PV’s Board of Directors. If the Agreement is approved by the Company’s shareholders and Murano PV’s shareholders, and the transactions contemplated by the Agreement are consummated, (i) New CayCo will merge with and into the Company, the separate corporate existence of New CayCo will cease, and the Company will be the surviving company (the “Surviving Company”) and a wholly owned direct subsidiary of PubCo (the “Merger”) and (ii) the Company will change its name to “Murano Global Hospitality”.

In addition, at the effective time of the Merger, (i) each issued and outstanding Class A Ordinary Share and Class B Ordinary Share, each par value $0.0001 per share, of the Company (the “Company Ordinary Shares”) will be automatically canceled and extinguished, and each holder of the Company Ordinary Shares will be entitled to receive merger rights representing a corresponding number of PubCo Ordinary Shares, which are held in the accounts of the Exchange Agent (“Merger Rights”), and (ii) each issued and outstanding warrant to purchase one share of Company Class A Ordinary Shares will automatically cease to represent a right to acquire Company Class A Ordinary Shares and will automatically convert into and represent a right to acquire PubCo Ordinary Shares (“Converted Warrant”) and each Converted Warrant (a) will represent the right to acquire the number of PubCo Ordinary Shares equal to the number of Company Class A Ordinary Shares, (b) will have an exercise price of $11.50 per whole warrant required to purchase one PubCo Ordinary Share, and (c) will expire on the five year anniversary of the closing date of the Merger. Additionally, and in connection with the transactions contemplated by the Agreement, on March 13, 2023, the underwriters of the Company’s initial public offering agreed to reduce the total deferred underwriting fee that is to be paid to such underwriters upon the consummation of the Company’s initial business combination to $3,000,000.

On March 17, 2023, the Company signed an agreement with Cohen & Company Capital Markets (“CCM”) to act as its financial advisor and capital markets advisor in connection with a possible business combination transaction.  The Company shall pay CCM (i) an advisor fee in an amount equal to $1,000,000 in connection with the Merger, and (ii) a transaction fee in connection with a private placement in  an amount equal to 4.0% of the sum of (A) the gross proceeds raised from investors and received by the Company or the target business simultaneously with or before the closing of the private placement plus (B) proceeds released from the Trust Account with respect to any stockholder of the Company that (x) entered into a non-redemption or other similar agreement and did not redeem shares of the Company’s common stock or (y) did not redeem shares of the Company’s common stock as a result of CCM’s services hereunder in the good faith reasonable judgement of the Company.

In addition, the Company may, in its reasonable discretion, pay to CCM a discretionary fee in an amount up to $1,000,000, payable only upon the closing of the Merger, if the Company determines in its discretion and reasonable judgment that the performance of CCM in connection with its leadership role in connection with the Merger warrants such additional fee.

Amended and Restated Business Combination Agreement

On August 2, 2023, the Company entered into an Amended and Restated Business Combination Agreement (the “A&R BCA”), by and among Murano PV, the Seller, Murano Global Investments Limited, a company incorporated under the laws of the Bailiwick of Jersey (“New PubCo”), PubCo, HoldCo (and together with Pubco, the “Dutch Entities”) and New CayCo (together with the Company, Murano PV, Seller, New PubCo, PubCo and HoldCo, the “New Murano Parties”).

The A&R BCA replaces in its entirety that certain Agreement (the “Initial BCA”) and was executed in order to facilitate an incorporation of the Surviving Company (as defined below) in the Bailiwick of Jersey instead of the Netherlands as previously provided for in the Initial BCA.

The Merger (as defined below) was unanimously approved by the Company’s Board of Directors and by Murano’s Board of Directors. If the A&R BCA is approved by the Company’s shareholders and Murano PV’s shareholders, and the transactions contemplated by the A&R BCA are consummated, (i) New CayCo will merge with and into the Company, the separate corporate existence of New CayCo will cease, and the Company will be the surviving company (the “Surviving Company”) and a wholly owned direct subsidiary of New PubCo (the “Merger”) and (ii) the Company will change its name to “Murano Global Hospitality Corp”. The Surviving Company is expected to be centrally managed and controlled from, and resident for tax purposes in, the United Kingdom.

Concurrently with the execution and delivery of the A&R BCA, the Company and the Sponsor entered into an amended and restated Sponsor Support Agreement (the “A&R SSA”). The A&R Sponsor Support Agreement replaces in its entirety that certain Sponsor Support Agreement, dated March 13, 2023, by and between the Company and the Sponsor (the “Initial SSA”) and was executed in order to facilitate the amended terms set forth in the A&R BCA.

Pursuant to the A&R SSA, Sponsor has agreed, among other things, to vote (or execute and return an action by written consent), or cause to be voted at the Company’s shareholder meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Class A Ordinary Shares in favor of (A) the approval and adoption of the A&R BCA and approval of the Merger and all other transactions contemplated by the A&R BCA, (B) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the A&R BCA or that would reasonably be expected to result in the failure of the Merger from being consummated and (C) each of the proposals and any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated by the A&R BCA.

Pursuant to the A&R SSA, consistent with the Initial SSA, the Sponsor has agreed to forfeit 1,250,000 Class A Ordinary Shares and all of its warrants to purchase Class A Ordinary Shares upon the closing of the Merger.

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HCM ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Unaudited)

NOTE 7 — WARRANT LIABILITIES

Warrants — As of September 30, 2023 and December 31, 2022, there are 14,375,000 outstanding Public Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable commencing on the later of one year from the closing of the Initial Public Offering and 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, but the Company will use its commercially reasonably efforts to register or qualify for sale the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants):

• in whole and not in part;

• at a price of $0.01 per Public Warrant;

• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

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HCM ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Unaudited)

The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day after to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

As of September 30, 2023 and December 31, 2022, there are 13,000,000 outstanding Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 8 — CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2023 and December 31, 2022, there were 4,079,406 and 28,750,000 Class A ordinary shares subject to possible redemption as presented in temporary equity, respectively.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. On April 22, 2023, the Sponsor voluntarily converted 9,987,500 Class B ordinary shares of the Company it held as of such date into 9,987,500 Class A ordinary shares of the Company. As a result, the Company has an aggregate of 75,000 and 10,062,500 shares of Class B common stock outstanding as of September 30, 2023 and December 31, 2022, respectively, of which an aggregate of up to 1,312,500 shares were subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full or in part so that the number of Founder Shares will equal 25.9% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriter’s election to fully exercise their over-allotment option on January 25, 2022, a total of 1,312,500 Founder Shares are no longer subject to forfeiture.

Holders of Class B ordinary shares will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law.

The remaining Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 25.9% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller of an interest in the target to the Company in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

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HCM ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(Unaudited)

NOTE 9 — FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		September 30, 2023		December 31, 2022
Assets:
Money Market		1	$	3,067	$	—
Cash and marketable securities held in Trust Account		1	$	44,680,719	$	297,619,343
Liabilities:
Warrant liability – Public Warrants		1		287,500		287,500
Warrant liability – Private Placement Warrants		3		260,000		260,000

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the condensed statements of operations.

The Warrants were valued using a binomial lattice model, incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility as of the closing date of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker HCMAW. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as of each relevant date. The Private Warrants continue to be measured using the Cox-Ross-Rubenstein binomial lattice model methodology.

The following table provides quantitative information regarding Level 3 fair value measurements:

	September 30, 2023			December 31, 2022
Stock price	$	10.99		$	10.26
Exercise price	$	11.50		$	11.50
Expected term (in years)		5.0			5.0
Volatility		0.0	%		5.9	%
Risk-free rate		5.05	%		4.69	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of Level 3 warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Initial measurement on January 25, 2022	$	6,370,000		$	7,043,750		$	13,413,750
Change in fair value		(6,110,000	)		(4,168,750	)		(10,278,750	)
Transfer to Level 1		—			(2,875,000	)		(2,875,000	)
Fair value as of December 31, 2022	$	260,000		$	—		$	260,000
Change in fair value		130,000			—			130,000
Fair value as of March 31, 2023	$	390,000		$	—		$	390,000
Change in fair value		(130,000	)		—			(130,000	)
Fair value as of June 30, 2023	$	260,000		$	—		$	260,000
Change in fair value		—			—			—
Fair value as of September 30, 2023	$	260,000		$	—		$	260,000

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 transfers out of Level 3 in the amount of $2,875,000 from other levels in the fair value hierarchy for the period from January 25, 2022 (initial public offering) through December 31, 2022.

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 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 condensed financial statements.

On October 18, 2023, the Sponsor transferred $150,000 to the Company under the Working Capital Note to be used as working capital.

The Spnsor made an additional extension payment on behalf of the Company of  $142,779 on October 23, 2023, as part of the Promissory Note. As a result, the period of time that the Company has to complete its initial business combination was extended by one month to November 25, 2023.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us,” or the “Company,” refer to HCM Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to HCM Investor Holdings, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance, or results to differ materially from the events, performance, and results discussed in the forward-looking statements, including satisfaction of the conditions of the Proposed Business Combination. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands on February 5, 2021 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from February 5, 2021, (inception) through September 30, 2023, were organizational activities, activities necessary to prepare for the Initial Public Offering (described below), and identification of a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account and changes in the fair value of warrants. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses and non-cash expense of changes in the fair value of warrants.

For the three months ended September 30, 2023, we had a net loss of $945,139, which consists of interest earned on marketable securities held in the Trust Account of $572,450, interest income in bank of $40, offset by operating costs of $1,517,629.

For the three months ended September 30, 2022, we had a net income of $1,867,031, which consists of interest earned on marketable securities held in the Trust Account of $599,266, an unrealized gain on marketable securities held in our Trust Account of $824,061 and change in fair value of warrant liabilities of $821,250, offset by operating costs of $377,546.

For the nine months ended September 30, 2023, we had a net income of $1,178,392, which consists of interest earned on marketable securities held in the Trust Account of $4,736,501, interest income in bank of $3,067 and reduction of underwriting fee payable of $297,062, offset by operating costs of $3,858,238.

For the nine months ended September 30, 2022, we had a net income of $11,956,900, which consists of interest earned on marketable securities held in the Trust Account of $1,146,917, an unrealized gain on marketable securities held in our Trust Account of $794,781 and change in fair value of warrant liabilities of $11,497,500, offset by operating costs of $946,108 and transaction cost incurred in connection with the IPO of $536,190.

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Liquidity, Capital Resources and Going Concern

On January 25, 2022, we consummated the Initial Public Offering of 28,750,000 Units, which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 13,000,000 Private Placement Warrant at a price of $1.00 per Private Placement Warrant in a private placement to Sponsor and Cantor Fitzgerald & Co., generating gross proceeds of $13,000,000.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Units, a total of $293,250,000 was placed in the Trust Account. We incurred $20,771,606 in Initial Public Offering related costs, consisting of $5,000,000 of underwriting fees, $15,125,000 of deferred underwriting fees, and $646,606 of other offering costs.

For the nine months ended September 30, 2023, cash used in operating activities was $1,043,319. Net income of $1,178,392 was affected by interest earned on marketable securities held in the Trust Account of $4,736,501 and reduction of deferred underwriter fees of $297,062. Changes in operating assets and liabilities provided $2,811,852 of cash for operating activities.

For the nine months ended September 30, 2022, cash used in operating activities was $712,987. Net income of $11,956,900 was affected by interest earned on marketable securities held in the Trust Account of $1,146,917, an unrealized gain on marketable securities held in our Trust Account of $794,781 and change in fair value of warrant liabilities of $11,497,500 and transaction incurred in connection with the IPO of $536,190. Changes in operating assets and liabilities provided $233,121 of cash for operating activities.

As of September 30, 2023, we had marketable securities held in the Trust Account of $44,680,719 (including approximately $2,214,102 of interest income and unrealized gains) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2023, we had cash of $79,103. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

If our estimate of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

On April 19, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary Meeting”) where its shareholders approved the Extension Amendment. The Company filed the Extension Amendment with the Registrar of Companies of the Cayman Islands on April 21, 2023. As of September 30, 2023, the Sponsor paid $856,676. The Company has made seven total extension payments, as of October 23, 2023, bringing the total amount paid into the Trust Account to $999,453. As a result of the most recent extension payment, the Termination Date was extended to November 25, 2023.

On July 18, 2023, the Sponsor loaned the Company an additional $400,000 for working capital purposes under the Working Capital Note. The loan does not bear interest and shall be payable in full upon the consummation of a Business Combination. As of September 30, 2023, there was $400,000 in borrowings outstanding under the Working Capital Note.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company does not obtain approval for an extension of the deadline or complete a Business Combination by November 25, 2023 (or through maximum monthly extension date of January 25, 2024 if extended), then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as our current cash balance raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension.

19

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space and secretarial and administrative services. As of September 30, 2023, the Company incurred $90,000.

Pursuant to the underwriting agreement entered into in connection with the IPO, the underwriter was initially entitled to a deferred fee of (i) 5.0% of the gross proceeds of the initial 25,000,000 Units sold in the Initial Public Offering, or $12,500,000, and (ii) 7.0% of the gross proceeds from the Units sold pursuant to the over-allotment option, or $2,625,000. On March 13, 2023, the Company entered into a fee reduction agreement pursuant to which the underwriters forfeited 80.17% of the deferred underwriting commissions resulting in a reduction of $12,125,000 with a remaining $3,000,000 that is deferred and payable upon the business combination. The deferred fee will become payable to the underwriter upon the consummation of a Business Combination from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

On March 17, 2023, the Company signed an agreement with Cohen & Company Capital Markets (“CCM”) to act as its financial advisor and capital markets advisor in connection with a possible business combination transaction.  The Company shall pay CCM (i) an advisor fee in an amount equal to $1,000,000 in connection with the Merger, and (ii) a transaction fee in connection with a private placement in  an amount equal to 4.0% of the sum of (A) the gross proceeds raised from investors and received by the Company or the target business simultaneously with or before the closing of the private placement plus (B) proceeds released from the Trust Account with respect to any stockholder of the Company that (x) entered into a non-redemption or other similar agreement and did not redeem shares of the Company’s common stock or (y) did not redeem shares of the Company’s common stock as a result of CCM’s services hereunder in the good faith reasonable judgement of the Company.

In addition, the Company may, in its reasonable discretion, pay to CCM a discretionary fee in an amount up to $1,000,000, payable only upon the closing of the Merger, if the Company determines in its discretion and reasonable judgment that the performance of CCM in connection with its leadership role in connection with the Merger warrants such additional fee.

In February 2022, the Company entered into an agreement with a service provider to help identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with this agreement, the Company will be required to pay a finder’s fee for such services, in an amount equal to $1,000,000, which would be contingent on the consummation of a Business Combination with a target that is introduced by the service provider. Payment of such amount is not triggered by and will not be due at the closing of the Merger.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liabilities

We account for the Warrants in accordance with the guidance contained in ASC 815-40, under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology.

20

 Class A Ordinary Shares Subject to Redemption

We account for our Class A ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our condensed balance sheets.

Net Income Per Ordinary Share

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Subsequent measurement of the redeemable Class A ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value. We calculate our earnings per share to allocate net income pro rata to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of the Company.

Recent Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt — “Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion, cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We adopted ASU 2020-06 on January 1, 2022 on a modified retrospective basis. The adoption of ASU 2020-06 did not have an impact our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2023 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

21

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Form 10-K for the fiscal year ended December 31, 2022. As of the date of this Report, there have been no material changes to the risk factors disclosed in our Form 10- K for the period ended December 31, 2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.	Description of Exhibit
2.1	Business Combination Agreement, dated March 13, 2023, by and among HCM Acquisition Corp, MURANO PV, S.A. DE C.V., Elías Sacal Cababie, ES Agrupación, S.A. de C.V., Murano Global B.V., MPV Investment B.V., and Murano Global Cayman (incorporated by reference to Exhibit 2.1 on the Form 8-K filed with the SEC on March 15, 2023)
2.2	Amended and Restated Business Combination Agreement, dated August 2, 2023, by and among HCM Acquisition Corp, MURANO PV, S.A. DE C.V., Elías Sacal Cababie, ES Agrupación, S.A. de C.V., Murano Global B.V., MPV Investment B.V., and Murano Global Cayman (incorporated by reference to Exhibit 2.1 on the Form 8-K filed with the SEC on August 7, 2023)
10.1	Sponsor Support Agreement, dated August 2, 2023, by and among HCM Investor Holdings, LLC, the other holders of HCM Class B Ordinary Shares, and Murano PV, S.A. de C.V. (incorporated by reference to Exhibit 10.1 on the Form 8-K filed with the SEC on August 7, 2023)
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

23

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HCM ACQUISITION CORP
Date: November 13, 2023	By:	/s/ Shawn Matthews
	Name:	Shawn Matthews
	Title:	Chairman and Chief Executive Officer and Director
		(Principal Executive Officer)
Date: November 13, 2023	By:	/s/ James Bond
	Name:	James Bond
	Title:	President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

24

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Shawn Matthews, certify that:

1. I have reviewed this quarterly report on Form 10-Q of HCM Acquisition Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a);

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2023

/s/ Shawn Matthews

Shawn Matthews

Chairman and Chief Executive Officer and Director

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Bond, certify that:

1. I have reviewed this quarterly report on Form 10-Q of HCM Acquisition Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a);

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2023

/s/ James Bond

James Bond

President and Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of HCM Acquisition Corp (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Shawn Matthews, Chairman and Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 13, 2023
	/s/ Shawn Matthews
	Shawn Matthews
	Chairman and Chief Executive Officer and Director
	(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of HCM Acquisition Corp (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, James Bond, President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 13, 2023
	/s/ James Bond
	James Bond
	President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 13, 2023
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Document Transition Report	false
Entity File Number	001-41241
Entity Registrant Name	HCM ACQUISITION CORP
Entity Central Index Key	0001845368
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1581263
Entity Address, Address Line One	100 First Stamford Place,
Entity Address, Address Line Two	Suite 330
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	203
Local Phone Number	930-2200
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant
Trading Symbol	HCMAU
Security Exchange Name	NASDAQ
Class A Ordinary Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A Ordinary Shares, par value $0.0001 per share
Trading Symbol	HCMA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		14,066,906
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at a price of $11.50 per share
Trading Symbol	HCMAW
Security Exchange Name	NASDAQ
Class B Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		75,000

XML

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 79,103	$ 792,423
Prepaid expenses	87,538	187,750
Total Current Assets	166,641	980,173
Cash and marketable securities held in trust account	44,680,719	297,619,343
Total Assets	44,847,360	298,599,516
Current liabilities
Accrued expenses	3,925,305	1,213,665
Accrued offering costs	0	70,000
Promissory note - related party	$ 1,256,675	$ 0
Other Liability, Current, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Total current liabilities	$ 5,181,980	$ 1,283,665
Warrant liabilities	547,500	547,500
Deferred underwriting fee payable	3,000,000	15,125,000
Total Liabilities	8,729,480	16,956,165
Class A ordinary shares subject to possible redemption; 4,079,406 and 28,750,000 shares issued and outstanding at redemption value at September 30, 2023 and December 31, 2022, respectively	44,680,719	297,619,343
Shareholders' Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	11,827,938	0
Accumulated deficit	(20,391,783)	(15,976,998)
Total Shareholders' Deficit	(8,562,839)	(15,975,992)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	44,847,360	298,599,516
Class A Ordinary Shares [Member]
Shareholders' Deficit
Ordinary shares	999	0
Class B Ordinary Shares [Member]
Shareholders' Deficit
Ordinary shares	$ 7	$ 1,006

XML

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Apr. 19, 2023	Mar. 13, 2023	Dec. 31, 2022
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS' DEFICIT
Ordinary shares outstanding subject to possible redemption (in shares)		4,079,406
Shareholders' Deficit
Preference shares, par value (in dollars per share)	$ 0.0001			$ 0.0001
Preference shares, shares authorized (in shares)	5,000,000			5,000,000
Preference shares, shares issued (in shares)	0			0
Preference shares, shares outstanding (in shares)	0			0
Ordinary shares, par value (in dollars per share)			$ 0.0001
Class A Ordinary Shares [Member]
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS' DEFICIT
Ordinary shares issued subject to possible redemption (in shares)	4,079,406			28,750,000
Ordinary shares outstanding subject to possible redemption (in shares)	4,079,406			28,750,000
Shareholders' Deficit
Ordinary shares, par value (in dollars per share)	$ 0.0001			$ 0.0001
Ordinary shares, shares authorized (in shares)	500,000,000			500,000,000
Ordinary shares, shares issued (in shares)	9,987,500			0
Ordinary shares, shares outstanding (in shares)	9,987,500			0
Class B Ordinary Shares [Member]
Shareholders' Deficit
Ordinary shares, par value (in dollars per share)	$ 0.0001			$ 0.0001
Ordinary shares, shares authorized (in shares)	50,000,000			50,000,000
Ordinary shares, shares issued (in shares)	75,000			10,062,500
Ordinary shares, shares outstanding (in shares)	75,000			10,062,500

XML

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Loss from Operations
Operating and formation costs	$ 1,517,629	$ 377,546	$ 3,858,238	$ 946,108
Loss from operations	(1,517,629)	(377,546)	(3,858,238)	(946,108)
Other income:
Interest income - bank	40	0	3,067	0
Reduction of deferred underwriting fee	0	0	297,062	0
Interest earned on marketable securities held in Trust Account	572,450	599,266	4,736,501	1,146,917
Unrealized gain on marketable securities held in Trust Account	0	824,061	0	794,781
Change in fair value of warrant liabilities	0	821,250	0	11,497,500
Transaction cost incurred in connection with Initial Public Offering	0	0	0	(536,190)
Total other income, net	572,490	2,244,577	5,036,630	12,903,008
Net (loss) income	$ (945,139)	$ 1,867,031	$ 1,178,392	$ 11,956,900
Class A Ordinary Shares [Member]
Other income:
Weighted average shares outstanding, basic (in shares)	14,066,906	28,750,000	20,090,739	26,117,216
Weighted average shares outstanding, diluted (in shares)	14,066,906	28,750,000	20,090,739	26,117,216
Basic net (loss) income per ordinary share (in dollars per share)	$ (0.07)	$ 0.05	$ 0.05	$ 0.33
Diluted net (loss) income per ordinary share (in dollars per share)	$ (0.07)	$ 0.05	$ 0.05	$ 0.33
Class B Ordinary Shares [Member]
Other income:
Weighted average shares outstanding, basic (in shares)	75,000	10,062,500	4,172,436	9,942,308
Weighted average shares outstanding, diluted (in shares)	75,000	10,062,500	4,172,436	9,942,308
Basic net (loss) income per ordinary share (in dollars per share)	$ (0.07)	$ 0.05	$ 0.05	$ 0.33
Diluted net (loss) income per ordinary share (in dollars per share)	$ (0.07)	$ 0.05	$ 0.05	$ 0.33

XML

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Ordinary Shares [Member] Class A Ordinary Shares [Member]	Ordinary Shares [Member] Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total	Class B Ordinary Shares [Member]
Beginning balance at Dec. 31, 2021		$ 1,006	$ 23,994	$ (15,786)	$ 9,214
Beginning balance (in shares) at Dec. 31, 2021		10,062,500
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward]
Cash in excess of fair value of Private Placement Warrants		$ 0	6,630,000	0	6,630,000
Accretion for Class A ordinary shares to redemption amount		0	(6,653,994)	(26,375,172)	(33,029,166)
Net income (loss)		0	0	7,104,081	7,104,081
Ending balance at Mar. 31, 2022		$ 1,006	0	(19,286,877)	(19,285,871)
Ending balance (in shares) at Mar. 31, 2022		10,062,500
Beginning balance at Dec. 31, 2021		$ 1,006	23,994	(15,786)	9,214
Beginning balance (in shares) at Dec. 31, 2021		10,062,500
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward]
Net income (loss)					11,956,900
Ending balance at Sep. 30, 2022		$ 1,006	0	(16,375,756)	(16,374,750)
Ending balance (in shares) at Sep. 30, 2022		10,062,500
Beginning balance at Mar. 31, 2022		$ 1,006	0	(19,286,877)	(19,285,871)
Beginning balance (in shares) at Mar. 31, 2022		10,062,500
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward]
Accretion for Class A ordinary shares to redemption amount		$ 0		(518,371)	(518,371)
Net income (loss)		0	0	2,985,788	2,985,788
Ending balance at Jun. 30, 2022		$ 1,006	0	(16,819,460)	(16,818,454)
Ending balance (in shares) at Jun. 30, 2022		10,062,500
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward]
Accretion for Class A ordinary shares to redemption amount		$ 0	0	(1,423,327)	(1,423,327)
Net income (loss)		0	0	1,867,031	1,867,031
Ending balance at Sep. 30, 2022		$ 1,006	0	(16,375,756)	(16,374,750)
Ending balance (in shares) at Sep. 30, 2022		10,062,500
Beginning balance at Dec. 31, 2022	$ 0	$ 1,006	0	(15,976,998)	(15,975,992)
Beginning balance (in shares) at Dec. 31, 2022	0	10,062,500
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward]
Accretion for Class A ordinary shares to redemption amount	$ 0	$ 0	0	(2,418,471)	(2,418,471)
Reduction of Deferred Underwriting Fee		0	11,827,938	0	11,827,938
Net income (loss)	0	0	0	851,333	851,333
Ending balance at Mar. 31, 2023	$ 0	$ 1,006	11,827,938	(17,544,136)	(5,715,192)
Ending balance (in shares) at Mar. 31, 2023	0	10,062,500
Beginning balance at Dec. 31, 2022	$ 0	$ 1,006	0	(15,976,998)	(15,975,992)
Beginning balance (in shares) at Dec. 31, 2022	0	10,062,500
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward]
Net income (loss)					1,178,392
Ending balance at Sep. 30, 2023	$ 999	$ 7	11,827,938	(20,391,783)	(8,562,839)
Ending balance (in shares) at Sep. 30, 2023	9,987,500	75,000				1,312,500
Beginning balance at Mar. 31, 2023	$ 0	$ 1,006	11,827,938	(17,544,136)	(5,715,192)
Beginning balance (in shares) at Mar. 31, 2023	0	10,062,500
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward]
Conversion of Class B shares to Class A shares	$ 999	$ (999)	0	0	0
Conversion of Class B shares to Class A shares (in shares)	9,987,500	(9,987,500)
Accretion for Class A ordinary shares to redemption amount	$ 0	$ 0	0	(2,173,918)	(2,173,918)
Net income (loss)	0	0	0	1,272,198	1,272,198
Ending balance at Jun. 30, 2023	$ 999	$ 7	11,827,938	(18,445,856)	(6,616,912)
Ending balance (in shares) at Jun. 30, 2023	9,987,500	75,000
Increase (Decrease) in Shareholders' Equity (Deficit) [Roll Forward]
Accretion for Class A ordinary shares to redemption amount	$ 0	$ 0	0	(1,000,788)	(1,000,788)
Net income (loss)	0	0	0	(945,139)	(945,139)
Ending balance at Sep. 30, 2023	$ 999	$ 7	$ 11,827,938	$ (20,391,783)	$ (8,562,839)
Ending balance (in shares) at Sep. 30, 2023	9,987,500	75,000				1,312,500

XML

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income	$ (945,139)	$ 851,333	$ 1,867,031	$ 7,104,081	$ 1,178,392	$ 11,956,900
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account and Money Market	(572,450)		(599,266)		(4,736,501)	(1,146,917)
Reduction of deferred underwriting fees	0		0		(297,062)	0
Unrealized gain on marketable securities held in Trust Account					0	(794,781)
Change in fair value of warrant liabilities					0	(11,497,500)
Transaction cost incurred in connection with IPO	0		0		0	536,190	$ 536,190
Changes in operating assets and liabilities:
Prepaid expenses					100,212	(252,063)
Accrued expenses					2,711,640	485,184
Net cash used in operating activities					(1,043,319)	(712,987)
Cash Flows from Investing Activities:
Extension payments into the Trust Account					(856,676)	(293,250,000)
Cash withdrawn from Trust Account in connection with redemption					258,531,801	0
Net cash provided by (used in) investing activities					257,675,125	(293,250,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid					0	282,500,000
Proceeds from sale of Private Placements Warrants					0	13,000,000
Proceeds from advances from related party					385	0
Repayment of advances from related party					(385)	0
Proceeds from promissory note - related party					1,256,675	41,615
Repayment of promissory note - related party					0	(250,115)
Payment of offering costs					(70,000)	(359,050)
Redemption of ordinary shares					(258,531,801)	0
Net cash (used in) provided by financing activities					(257,345,126)	294,932,450
Net Change in Cash and Cash Equivalents					(713,320)	969,463
Cash and cash equivalents - Beginning of period		$ 792,423		$ 158	792,423	158	158
Cash and cash equivalents - End of period	$ 79,103		$ 969,621		79,103	969,621	$ 792,423
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs					0	70,000
Change in value of Class A ordinary share subject to possible redemption					5,593,177	1,941,698
Initial classification of Class A ordinary share subject to possible redemption					0	293,250,000
Reduction of deferred underwriting fees					11,827,938	0
Deferred underwriting fee payable					$ 0	$ 15,125,000

XML

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

9 Months Ended

Sep. 30, 2023

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS [Abstract]

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

HCM Acquisition Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 5, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2023, the Company had not commenced any operations. All activity for the period from February 5, 2021 (inception) through September 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and changes in fair value of warrant liabilities. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on January 20, 2022. On January 25, 2022, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares” or the “Class A Ordinary Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 13,000,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to HCM Investor Holdings, LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), generating gross proceeds of $13,000,000, which is described in Note 4.

Transaction costs amounted to $20,771,606, consisting of $5,000,000 of underwriting fees, $15,125,000 of deferred underwriting fees, and $646,606 of other offering costs.

Following the closing of the Initial Public Offering on January 25, 2022, an amount of $293,250,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

On January 25, 2022, the Sponsor transferred 25,000 Class B ordinary shares to each of our independent directors (together, with the Sponsor, the “Initial Shareholders”) at a purchase price of approximately $0.003 per share. The sale of the Founder Shares to the Company’s directors and director’s nominees is within the scope of Financial Accounting Standards Board (“FASB”) ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).  Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 75,000 shares granted to the Company’s directors was $546,750 or $7.29 per share.  The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of September 30, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.20 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable).

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under 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 Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, each of the Sponsor, Cantor Fitzgerald and the Company’s officers and directors has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under 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 Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, each of the Sponsor, Cantor Fitzgerald and the Company’s officers and directors has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor, Cantor Fitzgerald and the Company’s officers and directors have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination.

The Company had until 15 months from the closing of the Initial Public Offering or April 25, 2023, or during any extended time that the Company has to consummate a Business Combination beyond 15 months as a result of a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association (an “Extension Period”) (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the trust account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

On April 19, 2023 the Company held an extraordinary general meeting in which the shareholders voted to extend the date by which the Company must consummate an initial business combination from April 25, 2023 to May 25, 2023, with the option to elect to extend the date to consummate a business combination on a monthly basis for up to eight times by an additional month each time after May 25, 2023, without another shareholder vote, for up to a total of nine months to January 25, 2024, upon the deposit the lesser of (i) $0.035 per Class A Ordinary Share or (ii) an aggregate of $145,000 into the Trust Account, for each month of the extension period up to and until January 25, 2024, pro-rated for partial months during the extension period, resulting in a maximum contribution of $1,305,000. In connection with the extraordinary general meeting, the Company’s shareholders elected to redeem an aggregate of 24,670,594 ordinary shares, leaving 4,079,406 shares outstanding.  The Sponsor paid $142,779 for the first monthly extension on April 21, 2023. In connection with the extension, the Sponsor voluntarily converted 9,987,500 Class B ordinary shares of the Company it held as of such date into Class A ordinary shares, bringing the Class A ordinary shares outstanding total to 14,066,906.

On April 22, 2023, the Company withdrew $258,531,801 from the Trust Account in connection with the redemption. As approved by its shareholders at the Extraordinary Meeting, the Company amended its amended and restated memorandum and articles of association (the “Extension Amendment”). The Company filed the Extension Amendment with the Registrar of Companies of the Cayman Islands on April 21, 2023. The Extension Amendment changed the date by which the Company must consummate an initial business combination from April 25, 2023 to May 25, 2023, with the option to elect to extend the date to consummate a business combination on a monthly basis for up to eight times by an additional month each time after May 25, 2023, without another shareholder vote, upon two days’ advance notice prior to the applicable deadline, for a total of up to nine months to January 25, 2024, unless the closing of a business combination shall have occurred. The Company has made six additional extension payments of $142,779, as of October 23, 2023, bringing the total amount paid into the Trust Account to $999,453.

The Sponsor, Cantor Fitzgerald and the Company’s officers and directors agreed to waive their respective liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed 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 by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share or (2) 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, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of September 30, 2023, the Company had a cash balance of $79,103 and working capital deficit of $5,015,339. Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that the Company will not have enough cash to meet its obligations as they become due. Management expects to incur significant costs in pursuit of its acquisition plans. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating its business and to consummate a business combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined above) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

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,” management has determined that if the Company does not obtain approval for an extension of the deadline or complete a Business Combination by November 25, 2023 (or through maximum monthly extension date of January 25, 2024 if extended), then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as our cash balance raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and the current wars on the industry and has concluded that while it is reasonably possible that the virus and the war could have a negative effect on the Company’s financial position, results of its operations and/or closing a business combination, the specific impact is not readily determinable as of the date these condensed financial statements are issued. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2023, the Company assets held $3,067 in a Money Market which is considered a cash equivalent. The Company did not have any cash equivalents as of December 31, 2022.

Cash and Marketable Securities Held in Trust Account

At September 30, 2023 and December 31, 2022, all of the assets held in the Trust Account were held in U.S. Treasury securities and cash.

Warrant Instruments

The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company evaluated the tender offer provision of the warrant agreement and Section 4.5 fails the “classified in shareholders’ equity” criteria in ASC 815-40-25. After this evaluation, the Company classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations.

Offering Costs

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A –“Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses. Offering costs amounted to $20,771,606, of which $20,235,416 were charged to shareholders’ (deficit) equity upon the completion of the Initial Public Offering and $536,190 were charged to operations in the period ending March 31, 2022.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

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. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

At September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	287,500,000
Less:
Proceeds allocated to Public Warrants		(7,043,750	)
Class A ordinary shares issuance costs		(20,235,416	)
Plus:
Accretion of carrying value to redemption value		33,029,166
Remeasurement of carrying value to redemption value		4,369,343
Class A ordinary shares subject to possible redemption, December 31, 2022	$	297,619,343
Less:
Redemption of Class A shares		(258,531,801	)
Plus:
Remeasurement of carrying value to redemption value		5,593,177
Class A ordinary shares subject to possible redemption, September 30, 2023	$	44,680,719

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is 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. As such, the Company’s tax provision was zero for the period presented.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable Class A ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value.

The Company calculates its earnings per share to allocate net income pro rata to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of the Company.

The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 27,375,000 Class A ordinary shares in the aggregate. As a result, diluted net income per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	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 ordinary share
Numerator:
Allocation of net income	$	(940,127	)	$	(5,012	)	$	1,382,986	$	484,045	$	975,749	$	202,643	$	8,660,152	$	3,296,748
Denominator:
Basic and diluted weighted average shares outstanding		14,066,906			75,000			28,750,000		10,062,500		20,090,739		4,172,436		26,117,216		9,942,308
Basic and diluted net income per ordinary share	$	(0.07	)	$	(0.07	)	$	0.05	$	0.05	$	0.05	$	0.05	$	0.33	$	0.33

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and revalued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion, cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company retrospectively adopted ASU 2020-06 on January 1, 2022 and the adoption did not have an impact on its financial position, results of operations or cash flows.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

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INITIAL PUBLIC OFFERING

9 Months Ended

Sep. 30, 2023

INITIAL PUBLIC OFFERING [Abstract]

INITIAL PUBLIC OFFERING

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 28,750,000 units, which includes a full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

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PRIVATE PLACEMENT

9 Months Ended

Sep. 30, 2023

PRIVATE PLACEMENT [Abstract]

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald purchased an aggregate of 13,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, of which the Sponsor purchased 10,500,000 Private Placement Warrants and Cantor Fitzgerald purchased 2,500,000 Private Placement Warrants (for an aggregate purchase price of $13,000,000) from the Company in a private placement.

Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On February 10, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On January 5, 2022, the Company effected a share capitalization in which the Sponsor was issued an additional 2,875,000 ordinary shares so that the Sponsor owns an aggregate of 10,062,500 Founder Shares.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction 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.

Administrative Services Agreement

The Company entered into an agreement, commencing on January 20, 2022 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space and secretarial and administrative services. The Sponsor began providing the administrative services in May 2022.  Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these fees. For the three and nine months ended September 30, 2023, the Company incurred and paid $30,000 and $90,000 in fees for these services. For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $50,000 in fees for these services, respectively.

Promissory Note — Related Party

On December 30, 2021, the Company issued an amended and restated unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of June 30, 2022, or the consummation of the Initial Public Offering. As of January 25, 2022, there was $250,115 outstanding under the Promissory Note. Subsequently, on January 27, 2022, the $250,115 outstanding under the Promissory Note was repaid.

On April 21, 2023, the Company issued an additional promissory note to the Sponsor pursuant to which the Company may borrow up to an aggregate principal amount of $3,000,000.  The Promissory Note is non-interest bearing and payable upon the earlier of January 25, 2023 or the completion of a Business Combination.  As of September 30, 2023, the amount advanced under the Promissory Note was $856,676. The Company has made seven total extension payments, as of October 23, 2023, bringing the total amount paid into the Trust Account to $999,453. See Note 10 for subsequent payment and extension to November 25, 2023.

On July 18, 2023, the Sponsor loaned the Company an additional $400,000 for working capital purposes under the additional promissory note, dated April 21, 2023, to the Sponsor (the “Working Capital Note”), which was not deposited into the Trust Account. The loan does not bear interest and shall be payable in full upon the consummation of a Business Combination. As of September 30, 2023, there was $400,000 in borrowings outstanding under Working Capital Note for working capital.

Related Party Loans

In order to fund working capital deficiencies or to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, there was no balance outstanding under the Working Capital Loans.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights

Pursuant to a registration and shareholder rights agreement entered into on January 20, 2022, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On January 25, 2022, the underwriter’s elected to fully exercise the over-allotment option to purchase an additional 3,750,000 Units at a price of $10.00 per Unit. The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate payable upon the closing of the Initial Public Offering. In addition, the underwriter will be entitled to a deferred fee of (i) 5.0% of the gross proceeds of the initial 25,000,000 Units sold in the Public Offering, or $12,500,000, and (ii) 7.0% of the gross proceeds from the Units sold pursuant to the over-allotment option, or $2,625,000. The total deferred fee of $15,125,000 will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On March 13, 2023, the Company signed a fee reduction agreement with Cantor Fitzgerald in which the underwriters forfeited 80.17% of the deferred underwriting commissions resulting in a reduction of $12,125,000 with a remaining $3,000,000 that is deferred and payable upon the business combination. The reduction of the $12,125,000 resulted in a gain from forgiveness of deferred underwriting commissions of $297,062 recorded as reduction of underwriting fee payable on the income statement and $11,827,938 was recorded to additional paid-in capital.

Finder’s Agreement

In February 2022, the Company entered into an agreement with a service provider to help identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with this agreement, the Company will be required to pay a finder’s fee for such services, in an amount equal to $1,000,000, which would be contingent on the consummation of a Business Combination with a target that is introduced by the service provider. No payment under this agreement would be triggered in connection with the consummation of the Business Combination Agreement.

Business Combination Agreement

On March 13, 2023, the Company entered into a Business Combination Agreement (the “Agreement”), by and among MURANO PV, S.A. DE C.V., a Mexican corporation (“Murano PV”), Elías Sacal Cababie, an individual (“ESC”), ES Agrupación, S.A. de C.V., a Mexican corporation (the “ESAGRUP” and collectively with ESC, the “Seller”), Murano Global B.V. a private limited liability company under Dutch law (“PubCo”), MPV Investment B.V., a private limited liability company under Dutch law, which is a direct wholly-owned subsidiary of PubCo (“HoldCo”) and Murano Global Cayman, a Cayman Islands exempted company incorporated with limited liability which is a direct wholly-owned subsidiary of PubCo (“New CayCo” and together with Murano PV, Seller, PubCo and HoldCo, the “Murano Parties”). The Merger (as defined below) was unanimously approved by the Company’s Board of Directors and by Murano PV’s Board of Directors. If the Agreement is approved by the Company’s shareholders and Murano PV’s shareholders, and the transactions contemplated by the Agreement are consummated, (i) New CayCo will merge with and into the Company, the separate corporate existence of New CayCo will cease, and the Company will be the surviving company (the “Surviving Company”) and a wholly owned direct subsidiary of PubCo (the “Merger”) and (ii) the Company will change its name to “Murano Global Hospitality”.

In addition, at the effective time of the Merger, (i) each issued and outstanding Class A Ordinary Share and Class B Ordinary Share, each par value $0.0001 per share, of the Company (the “Company Ordinary Shares”) will be automatically canceled and extinguished, and each holder of the Company Ordinary Shares will be entitled to receive merger rights representing a corresponding number of PubCo Ordinary Shares, which are held in the accounts of the Exchange Agent (“Merger Rights”), and (ii) each issued and outstanding warrant to purchase one share of Company Class A Ordinary Shares will automatically cease to represent a right to acquire Company Class A Ordinary Shares and will automatically convert into and represent a right to acquire PubCo Ordinary Shares (“Converted Warrant”) and each Converted Warrant (a) will represent the right to acquire the number of PubCo Ordinary Shares equal to the number of Company Class A Ordinary Shares, (b) will have an exercise price of $11.50 per whole warrant required to purchase one PubCo Ordinary Share, and (c) will expire on the five year anniversary of the closing date of the Merger. Additionally, and in connection with the transactions contemplated by the Agreement, on March 13, 2023, the underwriters of the Company’s initial public offering agreed to reduce the total deferred underwriting fee that is to be paid to such underwriters upon the consummation of the Company’s initial business combination to $3,000,000.

On March 17, 2023, the Company signed an agreement with Cohen & Company Capital Markets (“CCM”) to act as its financial advisor and capital markets advisor in connection with a possible business combination transaction.  The Company shall pay CCM (i) an advisor fee in an amount equal to $1,000,000 in connection with the Merger, and (ii) a transaction fee in connection with a private placement in  an amount equal to 4.0% of the sum of (A) the gross proceeds raised from investors and received by the Company or the target business simultaneously with or before the closing of the private placement plus (B) proceeds released from the Trust Account with respect to any stockholder of the Company that (x) entered into a non-redemption or other similar agreement and did not redeem shares of the Company’s common stock or (y) did not redeem shares of the Company’s common stock as a result of CCM’s services hereunder in the good faith reasonable judgement of the Company.

In addition, the Company may, in its reasonable discretion, pay to CCM a discretionary fee in an amount up to $1,000,000, payable only upon the closing of the Merger, if the Company determines in its discretion and reasonable judgment that the performance of CCM in connection with its leadership role in connection with the Merger warrants such additional fee.

Amended and Restated Business Combination Agreement

On August 2, 2023, the Company entered into an Amended and Restated Business Combination Agreement (the “A&R BCA”), by and among Murano PV, the Seller, Murano Global Investments Limited, a company incorporated under the laws of the Bailiwick of Jersey (“New PubCo”), PubCo, HoldCo (and together with Pubco, the “Dutch Entities”) and New CayCo (together with the Company, Murano PV, Seller, New PubCo, PubCo and HoldCo, the “New Murano Parties”).

The A&R BCA replaces in its entirety that certain Agreement (the “Initial BCA”) and was executed in order to facilitate an incorporation of the Surviving Company (as defined below) in the Bailiwick of Jersey instead of the Netherlands as previously provided for in the Initial BCA.

The Merger (as defined below) was unanimously approved by the Company’s Board of Directors and by Murano’s Board of Directors. If the A&R BCA is approved by the Company’s shareholders and Murano PV’s shareholders, and the transactions contemplated by the A&R BCA are consummated, (i) New CayCo will merge with and into the Company, the separate corporate existence of New CayCo will cease, and the Company will be the surviving company (the “Surviving Company”) and a wholly owned direct subsidiary of New PubCo (the “Merger”) and (ii) the Company will change its name to “Murano Global Hospitality Corp”. The Surviving Company is expected to be centrally managed and controlled from, and resident for tax purposes in, the United Kingdom.

Concurrently with the execution and delivery of the A&R BCA, the Company and the Sponsor entered into an amended and restated Sponsor Support Agreement (the “A&R SSA”). The A&R Sponsor Support Agreement replaces in its entirety that certain Sponsor Support Agreement, dated March 13, 2023, by and between the Company and the Sponsor (the “Initial SSA”) and was executed in order to facilitate the amended terms set forth in the A&R BCA.

Pursuant to the A&R SSA, Sponsor has agreed, among other things, to vote (or execute and return an action by written consent), or cause to be voted at the Company’s shareholder meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Class A Ordinary Shares in favor of (A) the approval and adoption of the A&R BCA and approval of the Merger and all other transactions contemplated by the A&R BCA, (B) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the A&R BCA or that would reasonably be expected to result in the failure of the Merger from being consummated and (C) each of the proposals and any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated by the A&R BCA.

Pursuant to the A&R SSA, consistent with the Initial SSA, the Sponsor has agreed to forfeit 1,250,000 Class A Ordinary Shares and all of its warrants to purchase Class A Ordinary Shares upon the closing of the Merger.

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WARRANT LIABILITIES

9 Months Ended

Sep. 30, 2023

WARRANT LIABILITIES [Abstract]

WARRANT LIABILITIES

NOTE 7 — WARRANT LIABILITIES

Warrants — As of September 30, 2023 and December 31, 2022, there are 14,375,000 outstanding Public Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable commencing on the later of one year from the closing of the Initial Public Offering and 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, but the Company will use its commercially reasonably efforts to register or qualify for sale the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants (except with respect to the Private Placement Warrants):

• in whole and not in part;

• at a price of $0.01 per Public Warrant;

• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The exercise price and number of Class A ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day after to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

As of September 30, 2023 and December 31, 2022, there are 13,000,000 outstanding Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

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CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2023

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT [Abstract]

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT

NOTE 8 — CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2023 and December 31, 2022, there were 4,079,406 and 28,750,000 Class A ordinary shares subject to possible redemption as presented in temporary equity, respectively.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. On April 22, 2023, the Sponsor voluntarily converted 9,987,500 Class B ordinary shares of the Company it held as of such date into 9,987,500 Class A ordinary shares of the Company. As a result, the Company has an aggregate of 75,000 and 10,062,500 shares of Class B common stock outstanding as of September 30, 2023 and December 31, 2022, respectively, of which an aggregate of up to 1,312,500 shares were subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full or in part so that the number of Founder Shares will equal 25.9% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriter’s election to fully exercise their over-allotment option on January 25, 2022, a total of 1,312,500 Founder Shares are no longer subject to forfeiture.

Holders of Class B ordinary shares will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law.

The remaining Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 25.9% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller of an interest in the target to the Company in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2023

FAIR VALUE MEASUREMENTS [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 9 — FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		September 30, 2023		December 31, 2022
Assets:
Money Market		1	$	3,067	$	—
Cash and marketable securities held in Trust Account		1	$	44,680,719	$	297,619,343
Liabilities:
Warrant liability – Public Warrants		1		287,500		287,500
Warrant liability – Private Placement Warrants		3		260,000		260,000

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the condensed statements of operations.

The Warrants were valued using a binomial lattice model, incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility as of the closing date of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker HCMAW. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as of each relevant date. The Private Warrants continue to be measured using the Cox-Ross-Rubenstein binomial lattice model methodology.

The following table provides quantitative information regarding Level 3 fair value measurements:

	September 30, 2023			December 31, 2022
Stock price	$	10.99		$	10.26
Exercise price	$	11.50		$	11.50
Expected term (in years)		5.0			5.0
Volatility		0.0	%		5.9	%
Risk-free rate		5.05	%		4.69	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of Level 3 warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Initial measurement on January 25, 2022	$	6,370,000		$	7,043,750		$	13,413,750
Change in fair value		(6,110,000	)		(4,168,750	)		(10,278,750	)
Transfer to Level 1		—			(2,875,000	)		(2,875,000	)
Fair value as of December 31, 2022	$	260,000		$	—		$	260,000
Change in fair value		130,000			—			130,000
Fair value as of March 31, 2023	$	390,000		$	—		$	390,000
Change in fair value		(130,000	)		—			(130,000	)
Fair value as of June 30, 2023	$	260,000		$	—		$	260,000
Change in fair value		—			—			—
Fair value as of September 30, 2023	$	260,000		$	—		$	260,000

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 transfers out of Level 3 in the amount of $2,875,000 from other levels in the fair value hierarchy for the period from January 25, 2022 (initial public offering) through December 31, 2022.

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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 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 condensed financial statements.

On October 18, 2023, the Sponsor transferred $150,000 to the Company under the Working Capital Note to be used as working capital.

The Spnsor made an additional extension payment on behalf of the Company of  $142,779 on October 23, 2023, as part of the Promissory Note. As a result, the period of time that the Company has to complete its initial business combination was extended by one month to November 25, 2023.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 30, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

Use of Estimates

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and 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 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. As of September 30, 2023, the Company assets held $3,067 in a Money Market which is considered a cash equivalent. The Company did not have any cash equivalents as of December 31, 2022.

Cash and Marketable Securities Held in Trust Account

Cash and Marketable Securities Held in Trust Account

At September 30, 2023 and December 31, 2022, all of the assets held in the Trust Account were held in U.S. Treasury securities and cash.

Warrant Instruments

Warrant Instruments

The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company evaluated the tender offer provision of the warrant agreement and Section 4.5 fails the “classified in shareholders’ equity” criteria in ASC 815-40-25. After this evaluation, the Company classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations.

Offering Costs

Offering Costs

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A –“Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses. Offering costs amounted to $20,771,606, of which $20,235,416 were charged to shareholders’ (deficit) equity upon the completion of the Initial Public Offering and $536,190 were charged to operations in the period ending March 31, 2022.

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

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. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

At September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	287,500,000
Less:
Proceeds allocated to Public Warrants		(7,043,750	)
Class A ordinary shares issuance costs		(20,235,416	)
Plus:
Accretion of carrying value to redemption value		33,029,166
Remeasurement of carrying value to redemption value		4,369,343
Class A ordinary shares subject to possible redemption, December 31, 2022	$	297,619,343
Less:
Redemption of Class A shares		(258,531,801	)
Plus:
Remeasurement of carrying value to redemption value		5,593,177
Class A ordinary shares subject to possible redemption, September 30, 2023	$	44,680,719

Income Taxes

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is 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. As such, the Company’s tax provision was zero for the period presented.

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 ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Subsequent measurement of the redeemable Class A ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value.

The Company calculates its earnings per share to allocate net income pro rata to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of the Company.

The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 27,375,000 Class A ordinary shares in the aggregate. As a result, diluted net income per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	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 ordinary share
Numerator:
Allocation of net income	$	(940,127	)	$	(5,012	)	$	1,382,986	$	484,045	$	975,749	$	202,643	$	8,660,152	$	3,296,748
Denominator:
Basic and diluted weighted average shares outstanding		14,066,906			75,000			28,750,000		10,062,500		20,090,739		4,172,436		26,117,216		9,942,308
Basic and diluted net income per ordinary share	$	(0.07	)	$	(0.07	)	$	0.05	$	0.05	$	0.05	$	0.05	$	0.33	$	0.33

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. The Company has not experienced losses on this account.

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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Fair Value Measurements

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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and revalued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion, cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company retrospectively adopted ASU 2020-06 on January 1, 2022 and the adoption did not have an impact on its financial position, results of operations or cash flows.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Class A Ordinary Shares Subject to Possible Redemption

At September 30, 2023 and December 31, 2022, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	287,500,000
Less:
Proceeds allocated to Public Warrants		(7,043,750	)
Class A ordinary shares issuance costs		(20,235,416	)
Plus:
Accretion of carrying value to redemption value		33,029,166
Remeasurement of carrying value to redemption value		4,369,343
Class A ordinary shares subject to possible redemption, December 31, 2022	$	297,619,343
Less:
Redemption of Class A shares		(258,531,801	)
Plus:
Remeasurement of carrying value to redemption value		5,593,177
Class A ordinary shares subject to possible redemption, September 30, 2023	$	44,680,719

Basic and Diluted Net Income per Ordinary Share

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	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 ordinary share
Numerator:
Allocation of net income	$	(940,127	)	$	(5,012	)	$	1,382,986	$	484,045	$	975,749	$	202,643	$	8,660,152	$	3,296,748
Denominator:
Basic and diluted weighted average shares outstanding		14,066,906			75,000			28,750,000		10,062,500		20,090,739		4,172,436		26,117,216		9,942,308
Basic and diluted net income per ordinary share	$	(0.07	)	$	(0.07	)	$	0.05	$	0.05	$	0.05	$	0.05	$	0.33	$	0.33

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2023

FAIR VALUE MEASUREMENTS [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		September 30, 2023		December 31, 2022
Assets:
Money Market		1	$	3,067	$	—
Cash and marketable securities held in Trust Account		1	$	44,680,719	$	297,619,343
Liabilities:
Warrant liability – Public Warrants		1		287,500		287,500
Warrant liability – Private Placement Warrants		3		260,000		260,000

Level 3 Fair Value Measurement Inputs

The following table provides quantitative information regarding Level 3 fair value measurements:

	September 30, 2023			December 31, 2022
Stock price	$	10.99		$	10.26
Exercise price	$	11.50		$	11.50
Expected term (in years)		5.0			5.0
Volatility		0.0	%		5.9	%
Risk-free rate		5.05	%		4.69	%
Dividend yield		0.0	%		0.0	%

Changes in Fair Value of Level 3 Warrant Liabilities

The following table presents the changes in the fair value of Level 3 warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Initial measurement on January 25, 2022	$	6,370,000		$	7,043,750		$	13,413,750
Change in fair value		(6,110,000	)		(4,168,750	)		(10,278,750	)
Transfer to Level 1		—			(2,875,000	)		(2,875,000	)
Fair value as of December 31, 2022	$	260,000		$	—		$	260,000
Change in fair value		130,000			—			130,000
Fair value as of March 31, 2023	$	390,000		$	—		$	390,000
Change in fair value		(130,000	)		—			(130,000	)
Fair value as of June 30, 2023	$	260,000		$	—		$	260,000
Change in fair value		—			—			—
Fair value as of September 30, 2023	$	260,000		$	—		$	260,000

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ORGANIZATION AND PLAN OF BUSINESS OPERATIONS, Summary (Details)					9 Months Ended		12 Months Ended
	Oct. 23, 2023 USD ($)	Apr. 22, 2023 shares	Apr. 19, 2023 USD ($) $ / shares shares	Jan. 25, 2022 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) Business ExtensionOption $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) shares
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares				25,000,000
Share price (in dollars per share) | $ / shares				$ 0.003
Gross proceeds from initial public offering				$ 287,500,000	$ 0	$ 282,500,000
Gross proceeds from private placement					0	13,000,000
Transaction costs				20,771,606
Underwriting discount fee				5,000,000
Deferred underwriting fees				15,125,000
Other offering costs				646,606
Cash deposited in trust account				$ 293,250,000	$ 856,676	$ 293,250,000
Shares transferred to independent directors (in shares) | shares				25,000
Price per share of shares transferred (in dollars per share) | $ / shares				$ 0.003
Shares granted to company's directors (in shares) | shares				75,000
Fair value of shares granted to company's directors				$ 546,750
Price per share of shares granted to company's directors (in dollars per share) | $ / shares				$ 7.29
Cash deposited in trust account per unit (in dollars per share) | $ / shares					$ 10.2
Period of prior to completion of the business combination					2 days
Percentage of public shares that can be redeemed without prior consent					15.00%
Percentage of public shares that would not be redeemed if business combination is not completed within initial combination period					100.00%
Period to complete business combination from closing of initial public offering					15 months
Period to redeem public shares if business combination is not completed within initial combination period					10 days
Period to complete Business Combination from closing of Initial Public Offering					15 months
Amount to be deposited into Trust Account prior to deadline			$ 145,000
Number of shares authorized to redeem (in shares) | shares			24,670,594
Number of shares outstanding (in shares) | shares			4,079,406
Number of Class B shares converted to Class A (in shares) | shares		9,987,500	9,987,500
Amount withdrawn from trust account			$ 258,531,801
Amount paid for first monthly extension			142,779
Subsequent Event [Member]
Description of Organization and Business Operations [Abstract]
Number of Extension Payments Made	6
Payment for additional extension payment	$ 142,779
Additional extension payments made	$ 999,453
Minimum [Member]
Description of Organization and Business Operations [Abstract]
Number of operating businesses included in initial business combination | Business					1
Fair market value as percentage of net assets held in trust account included in initial business combination					80.00%
Post-transaction ownership percentage of the target business					50.00%
Net tangible asset threshold for redeeming public shares					$ 5,000,001
Maximum [Member]
Description of Organization and Business Operations [Abstract]
Net tangible asset threshold for redeeming public shares					$ 5,000,001
Period to complete business combination from closing of initial public offering					9 months
Interest from trust account that can be held to pay dissolution expenses				$ 100,000
Number of times to extend period to consummate Business Combination | ExtensionOption					8
Period to complete Business Combination from closing of Initial Public Offering					9 months
Amount to be deposited into Trust Account prior to deadline			$ 1,305,000
Class A Ordinary Share [Member]
Description of Organization and Business Operations [Abstract]
Number of shares outstanding (in shares) | shares					4,079,406		28,750,000
Shares outstanding (in shares) | shares			14,066,906
Class A Ordinary Share [Member] | Maximum [Member]
Description of Organization and Business Operations [Abstract]
Cash deposited in Trust Account per share (in dollars per share) | $ / shares			$ 0.035
Initial Public Offering [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares				28,750,000
Share price (in dollars per share) | $ / shares				$ 10
Gross proceeds from initial public offering				$ 12,500,000			$ 287,500,000
Price per share of shares transferred (in dollars per share) | $ / shares				$ 10
Over-Allotment Option [Member]
Description of Organization and Business Operations [Abstract]
Units issued (in shares) | shares				3,750,000
Share price (in dollars per share) | $ / shares				$ 10
Gross proceeds from initial public offering				$ 2,625,000
Underwriting discount fee				$ 5,000,000
Price per share of shares transferred (in dollars per share) | $ / shares				$ 10
Private Placement [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Abstract]
Share price (in dollars per share) | $ / shares				$ 1
Warrants issued (in shares) | shares				13,000,000
Gross proceeds from private placement				$ 13,000,000
Price per share of shares transferred (in dollars per share) | $ / shares				$ 1

XML

ORGANIZATION AND PLAN OF BUSINESS OPERATIONS, Liquidity and Going Concern (Details)	Sep. 30, 2023 USD ($)
ORGANIZATION AND PLAN OF BUSINESS OPERATIONS [Abstract]
Cash	$ 79,103
Working capital	$ 5,015,339

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash equivalents	$ 3,067	$ 0

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Offering Costs (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jan. 25, 2022
Offering Costs [Abstract]
Offering costs						$ 20,771,606
Offering costs charged to shareholders' deficit					$ 20,235,416
Offering costs charged to operations	$ 0	$ 0	$ 0	$ 536,190	$ 536,190

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Class A Ordinary Shares Subject to Possible Redemption (Details) - USD ($)		9 Months Ended		12 Months Ended
	Jan. 25, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Ordinary Shares Subject To Possible Redemption [Abstract]
Gross proceeds	$ 287,500,000	$ 0	$ 282,500,000
Class A ordinary shares issuance costs		(70,000)	(359,050)
Redemption of Class A shares		(258,531,801)	$ 0
Class A ordinary shares subject to possible redemption		44,680,719		$ 297,619,343
Initial Public Offering [Member]
Ordinary Shares Subject To Possible Redemption [Abstract]
Gross proceeds	$ 12,500,000			287,500,000
Redemption of Class A shares		(258,531,801)
Remeasurement of carrying value to redemption value		5,593,177		4,369,343
Initial Public Offering [Member] | Public Warrants [Member]
Ordinary Shares Subject To Possible Redemption [Abstract]
Proceeds allocated to Public Warrants				(7,043,750)
Initial Public Offering [Member] | Class A Ordinary Shares [Member]
Ordinary Shares Subject To Possible Redemption [Abstract]
Class A ordinary shares issuance costs				(20,235,416)
Accretion of carrying value to redemption value				33,029,166
Class A ordinary shares subject to possible redemption		$ 44,680,719		$ 297,619,343

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0	$ 0
Accrued interest and penalties	$ 0	$ 0

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Net Income per Ordinary Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Class A Ordinary Share [Member]
Net Income per Ordinary Share [Abstract]
Anti dilutive securities that are excluded from earnings (in shares)			27,375,000
Numerator [Abstract]
Allocation of net income	$ (940,127)	$ 1,382,986	$ 975,749	$ 8,660,152
Denominator [Abstract]
Basic weighted average shares outstanding (in shares)	14,066,906	28,750,000	20,090,739	26,117,216
Diluted weighted average shares outstanding (in shares)	14,066,906	28,750,000	20,090,739	26,117,216
Basic net income per ordinary share (in dollars per share)	$ (0.07)	$ 0.05	$ 0.05	$ 0.33
Diluted net income per ordinary share (in dollars per share)	$ (0.07)	$ 0.05	$ 0.05	$ 0.33
Class B Ordinary Shares [Member]
Numerator [Abstract]
Allocation of net income	$ (5,012)	$ 484,045	$ 202,643	$ 3,296,748
Denominator [Abstract]
Basic weighted average shares outstanding (in shares)	75,000	10,062,500	4,172,436	9,942,308
Diluted weighted average shares outstanding (in shares)	75,000	10,062,500	4,172,436	9,942,308
Basic net income per ordinary share (in dollars per share)	$ (0.07)	$ 0.05	$ 0.05	$ 0.33
Diluted net income per ordinary share (in dollars per share)	$ (0.07)	$ 0.05	$ 0.05	$ 0.33

XML

INITIAL PUBLIC OFFERING (Details) - $ / shares	Jan. 25, 2022	Sep. 30, 2023	Mar. 13, 2023
Public Offering [Abstract]
Units issued (in shares)	25,000,000
Share price (in dollars per share)	$ 0.003
Exercise price of warrant (in dollars per share)			$ 11.5
Public Warrants [Member]
Public Offering [Abstract]
Number of securities included in Unit (in shares)		0.50
Exercise price of warrant (in dollars per share)		$ 11.5
Class A Ordinary Share [Member]
Public Offering [Abstract]
Number of securities included in Unit (in shares)		1
Number of shares issued upon exercise of warrant (in shares)		1
Initial Public Offering [Member]
Public Offering [Abstract]
Units issued (in shares)	28,750,000
Share price (in dollars per share)	$ 10
Over-Allotment Option [Member]
Public Offering [Abstract]
Units issued (in shares)	3,750,000
Share price (in dollars per share)	$ 10

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PRIVATE PLACEMENT (Details) - USD ($)		9 Months Ended
	Jan. 25, 2022	Sep. 30, 2023	Sep. 30, 2022	Mar. 13, 2023
Private Placement [Abstract]
Share price (in dollars per share)	$ 0.003
Proceeds from private placement of warrants		$ 0	$ 13,000,000
Exercise price of warrant (in dollars per share)				$ 11.5
Class A Ordinary Share [Member]
Private Placement [Abstract]
Number of shares issued upon exercise of warrant (in shares)		1
Private Placement [Member] | Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)	13,000,000
Share price (in dollars per share)	$ 1
Proceeds from private placement of warrants	$ 13,000,000
Private Placement [Member] | Private Placement Warrants [Member] | Class A Ordinary Share [Member]
Private Placement [Abstract]
Number of shares issued upon exercise of warrant (in shares)		1
Exercise price of warrant (in dollars per share)		$ 11.5
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member]
Private Placement [Abstract]
Proceeds from private placement of warrants	10,500,000
Private Placement [Member] | Private Placement Warrants [Member] | Cantor Fitzgerald [Member]
Private Placement [Abstract]
Proceeds from private placement of warrants	$ 2,500,000

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RELATED PARTY TRANSACTIONS, Founder Shares (Details) - USD ($)			9 Months Ended
	Jan. 05, 2022	Feb. 10, 2021	Sep. 30, 2023
Class A Ordinary Share [Member]
Founder Shares [Abstract]
Threshold trading days			20 days
Threshold consecutive trading days			30 days
Class A Ordinary Share [Member] | Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share)			$ 12
Period after initial business combination			150 days
Sponsor [Member]
Founder Shares [Abstract]
Holding period for transfer, assignment or sale of Founder Shares			1 year
Sponsor [Member] | Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Proceeds from issuance of common stock		$ 25,000
Issuance of ordinary shares to Sponsor (in shares)	2,875,000	7,187,500	10,062,500

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RELATED PARTY TRANSACTIONS, Administrative Services Agreement (Details) - USD ($)		3 Months Ended		9 Months Ended
	Jan. 20, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Administrative Services Agreement [Abstract]
Administrative services fees incurred		$ 1,517,629	$ 377,546	$ 3,858,238	$ 946,108
Affiliated Entity [Member]
Administrative Services Agreement [Abstract]
Administrative services fees incurred		$ 30,000	$ 30,000	$ 90,000	$ 50,000
Administrative Services Agreement [Member] | Maximum [Member]
Administrative Services Agreement [Abstract]
Monthly related party fee	$ 10,000

XML

RELATED PARTY TRANSACTIONS, Promissory Note (Details) - USD ($)			9 Months Ended
	Oct. 23, 2023	Jan. 27, 2022	Sep. 30, 2023	Sep. 30, 2022	Jul. 18, 2023	Apr. 21, 2023	Dec. 31, 2022	Jan. 25, 2022	Dec. 30, 2021
Promissory Note Related Party [Abstract]
Related party transaction			$ 400,000		$ 400,000
Notes Payable, Related Party, Type [Extensible Enumeration]			Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member]				Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member]	Sponsor [Member]
Repayment of debt to related party			$ 0	$ 250,115
Advanced amount under promissory note			1,256,675	$ 41,615
Subsequent Event [Member]
Promissory Note Related Party [Abstract]
Additional extension payments made	$ 999,453
Sponsor [Member] | Promissory Note [Member]
Promissory Note Related Party [Abstract]
Related party promissory note, aggregate principal amount						$ 3,000,000			$ 300,000
Related party transaction								$ 250,115
Repayment of debt to related party		$ 250,115
Advanced amount under promissory note			$ 856,676

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RELATED PARTY TRANSACTIONS, Related Party Loans (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Jul. 18, 2023	Dec. 31, 2022	Jan. 25, 2022
Related Party Loans [Abstract]
Balance outstanding	$ 400,000	$ 400,000
Notes Payable, Related Party, Type [Extensible Enumeration]	Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member]		Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member]	Sponsor [Member]
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member]
Related Party Loans [Abstract]
Maximum amount of convertible loans	$ 1,500,000
Conversion price (in dollars per share)	$ 1
Balance outstanding	$ 0		$ 0

XML

COMMITMENTS AND CONTINGENCIES, Registration Rights (Details)	Sep. 30, 2023 Demand
Registration and Stockholder Rights [Abstract]
Number of demands eligible security holder can make	3

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COMMITMENTS AND CONTINGENCIES, Underwriting Agreement (Details) - USD ($)			9 Months Ended		12 Months Ended
	Mar. 13, 2023	Jan. 25, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Mar. 17, 2023	Feb. 28, 2022
Underwriting Agreement [Abstract]
Units issued (in shares)		25,000,000
Gross proceeds		$ 287,500,000	$ 0	$ 282,500,000
Share price (in dollars per share)		$ 0.003
Underwriting discount fee		$ 5,000,000
Advisory fee payable						$ 1,000,000	$ 1,000,000
Deferred underwriting fee		$ 15,125,000
Percentage of deferred underwriting commissions forfeited	80.17%
Reduction of deferred underwriting commissions	$ 12,125,000
Deferred underwriting fee payable upon business combination	3,000,000
Forgiveness of deferred underwriting commissions	297,062
Additional Paid in Capital	$ 11,827,938		$ 11,827,938		$ 0
Over-Allotment Option [Member]
Underwriting Agreement [Abstract]
Units issued (in shares)		3,750,000
Percentage of deferred underwriter fee		7.00%
Gross proceeds		$ 2,625,000
Option for Underwriters to purchase additional units, term			45 days
Additional units that can be purchased to cover over-allotments (in shares)			3,750,000
Share price (in dollars per share)		$ 10
Cash underwriting discount (per unit)		$ 0.2
Underwriting discount fee		$ 5,000,000
Initial Public Offering [Member]
Underwriting Agreement [Abstract]
Units issued (in shares)		28,750,000
Percentage of deferred underwriter fee		5.00%
Gross proceeds		$ 12,500,000			$ 287,500,000
Share price (in dollars per share)		$ 10

XML

COMMITMENTS AND CONTINGENCIES, Business Combination Agreement (Details) - USD ($)	Aug. 02, 2023	Sep. 30, 2023	Mar. 17, 2023	Mar. 13, 2023	Feb. 28, 2022
COMMITMENTS AND CONTINGENCIES [Abstract]
Ordinary shares, par value (in dollars per share)				$ 0.0001
Warrant exercise price (in dollars per share)				$ 11.5
Expiration period for warrants		5 years
Reduction in Deferred Underwriting Fee				$ 3,000,000
Advisory Fee Payable			$ 1,000,000		$ 1,000,000
Transaction fee			4.00%
Discretionary fee payable			$ 1,000,000
Shares forfeited (in shares)	1,250,000

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WARRANT LIABILITIES (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Warrants Liability [Abstract]
Period to exercise warrants after closing of initial public offering	1 year
Period to exercise warrants after business combination	30 days
Expiration period of warrants	5 years
Period to file registration statement after initial business combination	20 days
Period for registration statement to become effective	60 days
Class A Ordinary Share [Member] | Minimum [Member]
Warrants Liability [Abstract]
Share price (in dollars per share)	$ 12
Public Warrants [Member]
Warrants Liability [Abstract]
Warrants outstanding (in shares)	14,375,000	14,375,000
Expiration period of warrants	5 years
Private Placement Warrants [Member]
Warrants Liability [Abstract]
Warrants outstanding (in shares)	13,000,000	13,000,000
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member]
Warrants Liability [Abstract]
Warrant redemption price (in dollars per share)	$ 0.01
Percentage multiplier	180.00%
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Minimum [Member]
Warrants Liability [Abstract]
Notice period to redeem warrants	30 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Share [Member] | Minimum [Member]
Warrants Liability [Abstract]
Share price (in dollars per share)	$ 18
Additional Issue of Common Stock or Equity-Linked Securities [Member]
Warrants Liability [Abstract]
Percentage multiplier	115.00%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Share [Member]
Warrants Liability [Abstract]
Trading day period to calculate volume weighted average trading price	20 days
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Share [Member] | Minimum [Member]
Warrants Liability [Abstract]
Aggregate gross proceeds from issuance as a percentage of total equity proceeds	60.00%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Share [Member] | Maximum [Member]
Warrants Liability [Abstract]
Share price (in dollars per share)	$ 9.2
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member]
Warrants Liability [Abstract]
Redemption period	30 days

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CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT (Details)			9 Months Ended
	Apr. 22, 2023 shares	Apr. 19, 2023 shares	Sep. 30, 2023 Vote $ / shares shares	Mar. 13, 2023 $ / shares	Dec. 31, 2022 $ / shares shares
Stockholders' Equity [Abstract]
Preference shares, shares authorized (in shares)			5,000,000		5,000,000
Preference shares, par value (in dollars per share) | $ / shares			$ 0.0001		$ 0.0001
Preference shares, shares issued (in shares)			0		0
Preference shares, shares outstanding (in shares)			0		0
Common stock, par value (in dollars per share) | $ / shares				$ 0.0001
Common shares outstanding subject to possible redemption (in shares)		4,079,406
Number of Class B shares converted to Class A (in shares)	9,987,500	9,987,500
As-converted percentage for Class A common stock after conversion of Class B shares			25.90%
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination			1
Class A Ordinary Share [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)			500,000,000		500,000,000
Common stock, par value (in dollars per share) | $ / shares			$ 0.0001		$ 0.0001
Number of votes per share | Vote			1
Common shares issued subject to possible redemption (in shares)			4,079,406		28,750,000
Common shares outstanding subject to possible redemption (in shares)			4,079,406		28,750,000
Common stock, shares issued (in shares)			9,987,500		0
Common stock, shares outstanding (in shares)			9,987,500		0
Common stock no longer subject to forfeiture (in shares)		14,066,906
Class B Ordinary Shares [Member]
Stockholders' Equity [Abstract]
Common stock, shares authorized (in shares)			50,000,000		50,000,000
Common stock, par value (in dollars per share) | $ / shares			$ 0.0001		$ 0.0001
Number of votes per share | Vote			1
Common stock, shares issued (in shares)			75,000		10,062,500
Common stock, shares outstanding (in shares)			75,000		10,062,500
Common stock, shares subject to forfeiture (in shares)			1,312,500
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering			25.90%
Common stock no longer subject to forfeiture (in shares)			1,312,500

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FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Level 1 [Member]
Assets [Abstract]
Money Market	$ 3,067	$ 0
Cash and marketable securities held in Trust Account	44,680,719	297,619,343
Level 1 [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant Liability	287,500	287,500
Level 3 [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant Liability	$ 260,000	$ 260,000

XML

FAIR VALUE MEASUREMENTS, Level 3 Fair Value Measurement Inputs (Details)	Sep. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares
Fair Value Measurements [Abstract]
Expected term (in years)	5 years
Warrants [Member]
Fair Value Measurements [Abstract]
Expected term (in years)	5 years	5 years
Warrants [Member] | Stock Price [Member]
Fair Value Measurements [Abstract]
Measurement input	10.99	10.26
Warrants [Member] | Exercise Price [Member]
Fair Value Measurements [Abstract]
Measurement input	11.5	11.5
Warrants [Member] | Volatility [Member]
Fair Value Measurements [Abstract]
Measurement input	0	0.059
Warrants [Member] | Risk-Free Rate [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0505	0.0469
Warrants [Member] | Dividend Yield [Member]
Fair Value Measurements [Abstract]
Measurement input	0	0

XML

FAIR VALUE MEASUREMENTS, Changes in Fair Value of Level 3 Warrant Liabilities (Details) - USD ($)	3 Months Ended			11 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Transfer to Level 1				$ 2,875,000
Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 260,000	$ 390,000	$ 260,000	13,413,750
Change in fair value	0	(130,000)	130,000	(10,278,750)
Transfer to Level 1				(2,875,000)
Ending balance	260,000	260,000	390,000	260,000
Warrant Liabilities [Member] | Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	260,000	390,000	260,000	6,370,000
Change in fair value	0	(130,000)	130,000	(6,110,000)
Transfer to Level 1				0
Ending balance	260,000	260,000	390,000	260,000
Warrant Liabilities [Member] | Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	0	0	0	7,043,750
Change in fair value	0	0	0	(4,168,750)
Transfer to Level 1				(2,875,000)
Ending balance	$ 0	$ 0	$ 0	$ 0

XML

SUBSEQUENT EVENTS (Details) - USD ($)	Oct. 23, 2023	Oct. 18, 2023	Sep. 30, 2023
Subsequent Events [Abstract]
Working capital			$ 5,015,339
Subsequent Event [Member]
Subsequent Events [Abstract]
Payment for additional extension payment	$ 142,779
Subsequent Event [Member] | Sponsor [Member]
Subsequent Events [Abstract]
Working capital		$ 150,000