0001213900-23-067241 | 10-Q | XBRL Viewer

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Commitments and Contingencies (Details) - USD ($)		6 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Mar. 02, 2021	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies (Details) [Line Items]
Underwriting discount amount	$ 6,405,000	$ 6,405,000	$ 6,405,000
Deferred underwriting discount, per unit (in Dollars per share)	$ 0.35
Aggregate amount	$ 12,075,000
Underwriting fee		9,056,250
Partial reversal of transaction costs		271,687
Additional paid-in capital		8,784,563
Deferred underwriting fee payable		3,018,750	$ 3,018,750
Acquiror cash		100,000,000
Aggregate purchase price		10,000,000
Ordinary Shares [Member]
Commitments and Contingencies (Details) [Line Items]
Acquiror cash		$ 100,000,000
Class A Ordinary Shares [Member]
Commitments and Contingencies (Details) [Line Items]
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Business Combination [Member]
Commitments and Contingencies (Details) [Line Items]
Acquiror cash		$ 100,000,000

Shareholders’ Deficit	6 Months Ended
Jun. 30, 2023
Shareholders’ Deficit [Abstract]
Shareholders’ Deficit	Note 7 — Shareholders’ Deficit *Preference shares* — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding. *Class A Ordinary shares* — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. At June 30, 2023 and December 31, 2022, there were 11,243,496 and 34,500,000 Class A ordinary shares outstanding, all of which is subject to possible redemption, respectively. *Class B Ordinary shares* — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $0.0001 each. At June 30, 2023 and December 31, 2022, there were 8,625,000 Class B ordinary shares issued and outstanding, respectively. On December 31, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share. On February 25, 2021, the Company effected a share dividend whereby the Company issued 1,437,500 Class B ordinary shares, resulting in an aggregate of 8,625,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law; provided that only holders of Class B ordinary shares will have the right to appoint and remove directors in any general meeting held prior to or in connection with the completion of an initial Business Combination. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including 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 the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Shareholders’ Deficit

6 Months Ended

Jun. 30, 2023

Shareholders’ Deficit [Abstract]

Shareholders’ Deficit

Note 7 — Shareholders’ Deficit

Preference shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

Class A Ordinary shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. At June 30, 2023 and December 31, 2022, there were 11,243,496 and 34,500,000 Class A ordinary shares outstanding, all of which is subject to possible redemption, respectively.

Class B Ordinary shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $0.0001 each. At June 30, 2023 and December 31, 2022, there were 8,625,000 Class B ordinary shares issued and outstanding, respectively.

On December 31, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share. On February 25, 2021, the Company effected a share dividend whereby the Company issued 1,437,500 Class B ordinary shares, resulting in an aggregate of 8,625,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend.

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law; provided that only holders of Class B ordinary shares will have the right to appoint and remove directors in any general meeting held prior to or in connection with the completion of an initial Business Combination. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including 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 the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (2,485,339)	$ 3,321,266
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(4,225,267)	(594,838)
Change in fair value of warrant liabilities	3,306,627	(4,765,334)
Change in fair value of convertible note	272,597	(4,200)
Changes in current assets and current liabilities:
Prepaid expenses	120,677	306,929
Accounts payable and accrued expenses	2,141,033	884,539
Net cash used in operating activities	(869,672)	(851,638)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account in connection with redemptions	236,172,952
Investment of Cash into Trust Account	(400,000)
Net cash provided by investing activities	235,772,952
Cash Flows from Financing Activities:
Proceeds from issuance of Convertible Promissory Note - Related Party	100,000	1,000,000
Proceeds from issuance of Promissory Note - Related Party	2,300,000
Redemption of ordinary shares	(237,372,952)
Net cash (used in) provided by financing activities	(234,972,952)	1,000,000
Net Change in Cash	(69,672)	148,362
Cash - Beginning	72,923	277,583
Cash - Ending	3,251	425,945
Supplemental disclosure of noncash financing activities:
Proceeds received in excess of initial fair value of convertible promissory note	(12,198)
Accretion of carrying value to redemption value	$ 5,825,267	$ 700,519

Shareholders’ Deficit (Details) - USD ($)		6 Months Ended	12 Months Ended
Shareholders’ Deficit (Details) - USD ($)	Feb. 28, 2023	Jun. 30, 2023	Dec. 31, 2020	Dec. 31, 2022	Feb. 25, 2021
Shareholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized		1,000,000		1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001		$ 0.0001
Sponsor paid (in Dollars)			$ 25,000
Sponsor paid price per share (in Dollars per share)			$ 0.003
Total number of ordinary shares outstanding percentage	82.02%	20.00%
Class A Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Common stock, shares authorized		200,000,000		200,000,000
Ordinary shares, par value (in Dollars per share)		$ 0.0001		$ 0.0001
Ordinary shares, shares outstanding		11,243,496		34,500,000
Class B Ordinary Shares [Member]
Shareholders’ Deficit (Details) [Line Items]
Common stock, shares authorized		20,000,000		20,000,000
Ordinary shares, par value (in Dollars per share)		$ 0.0001		$ 0.0001
Ordinary shares, shares issued		8,625,000		8,625,000
Ordinary shares, shares outstanding		8,625,000		8,625,000
Sale consideration (in Dollars)			$ 7,187,500
Consideration share price per share (in Dollars per share)			$ 0.0001
Shares issued					1,437,500
Shares outstanding					8,625,000

Fair Value Measurements (Details) - Schedule of Fair Value of the Convertible Promissory Notes - USD ($)	3 Months Ended
	Jun. 30, 2023	Mar. 30, 2023
Schedule of Fair Value of the Convertible Promissory Notes [Abstract]
Fair value at Beginning		$ 828,600
Borrowing during the quarter ended March 31, 2023		100,000
Proceeds received in excess of initial fair value of convertible promissory note		(12,198)
Change in fair value		257,725
Fair value at Ending	$ 1,188,999	$ 1,174,127
Change in fair value	$ 14,872

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 9 — 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.

As of June 30, 2023, the remainder of the U.S. Treasury securities held in the Trust Account after redemptions were deposited into the cash operating account maintained by the trustee. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

		June 30,			Quoted Prices In Active Markets			Significant Other Observable Inputs			Significant Other Unobservable Inputs
		2023			(Level 1)			(Level 2)			(Level 3)
Description
Assets:
Cash	$	118,379,628		$	118,379,628		$	—		$	—
Total assets	$	118,379,628		$	118,379,628			—			—

Warrant liabilities – Public warrants			3,622,500			—		$	3,622,500		$	—
Warrant liabilities – Private warrants			2,662,460			—			—			2,662,460
Convertible Note – April 1, 2022			448,680			—			—			448,680
Convertible Note – June 6, 2022			448,680			—			—			448,680
Convertible Note – December 14, 2022			291,639			—			—			291,639
Total Warrant liabilities		$	7,473,959			—		$	3,622,500		$	3,851,459

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Description
Investments held in trust account- Money Market Funds		349,927,313		349,927,313		—		—
Total Investments held in Trust Account	$	349,927,313	$	349,927,313	$	—	$	—

Warrant liabilities – Public warrants	$	1,725,000			$	1,725,000	$	—
Warrant liabilities – Private warrants		1,253,333		—		—		1,253,333
Convertible Note – April 1, 2022		338,200		—		—		338,200
Convertible Note – June 6, 2022		338,200		—		—		338,200
Convertible Note – December 14, 2022		152,200		—		—		152,200
Total Warrant liabilities	$	3,806,933			$	1,725,000	$	2,081,933

The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of June 30, 2023 and December 31, 2022 is classified as Level 2 due to the use of an observable market quote in an active market.

The Company utilizes a binomial lattice simulation model to value the private placement warrants and the convertible promissory notes at each reporting period, with changes in fair value recognized in the condensed consolidated statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

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. The value of the securities transferred from a Level 2 measurement to a Level 1 measurement during the year ended December 31, 2022 was $348,810,523. There was a transfer of $1,725,000 from Level 1 to Level 2 in the fair value hierarchy for Public Warrants during the year ended December 31, 2022. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three and six months ended June 30, 2023 for the securities, warrants, or any of the convertible promissory notes.

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

	At June 30,			At December 31,
	2023			2022
Share price	$	10.60		$	10.10
Strike price	$	11.50		$	11.50
Term (in years)		5.74			0.38
Volatility		16.60	%		de minimis
Risk-free rate		5.44	%		3.98	%
Dividend yield		0.00	%		0.00	%

The following table provides quantitative information regarding Level 3 fair value measurements of the convertible promissory notes:

	At June 30,			At December 31,
	2023			2022
Share price	$	10.60		$	10.10
Strike price	$	11.50		$	11.50
Term (in years)		0.06			0.38
Risk-free rate		5.24	%		4.54	%
Dividend yield		0.00	%		0.00	%

The following table presents the changes in the fair value of the convertible promissory notes:

	June 30, 2023
Fair value as of January 1, 2023	$	828,600
Borrowing during the quarter ended March 31, 2023		100,000
Proceeds received in excess of initial fair value of convertible promissory note		(12,198	)
Change in fair value		257,725
Fair value as of March 31, 2023		1,174,127
Change in fair value		14,872
Fair value as of June 30, 2023	$	1,188,999

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

	Public			Private Placement			Warrant Liabilities

Fair value as of January 1, 2022	$	4,916,250		$	3,572,000		$	8,488,250
Change in valuation inputs or other assumptions		(3,191,250	)		(2,318,667	)		(5,509,917	)
Fair value as of December 31, 2022	$	1,725,000		$	1,253,333		$	2,978,333
Change in valuation inputs or other assumptions		439,013			330,042			769,055
Fair value as of March 31, 2023	$	2,164,013		$	1,583,375		$	3,747,388
Change in valuation inputs or other assumptions		1,458,487			1,079,085			2,537,572
Fair value as of June 30, 2023	$	3,622,500		$	2,662,460		$	6,284,960

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

	Private Placement			Public		Total Warrant Liabilities
Fair value as of January 1, 2022	$	3,572,000		$	—	$	3,572,000
Change in fair value		(2,318,667	)		—		(2,318,667	)
Fair value as of December 31, 2022	$	1,253,333		$	—	$	1,253,333
Change in fair value		330,042			—		330,042
Fair value as of March 31, 2023	$	1,583,375		$	—	$	1,583,375
Change in fair value		1,079,085			—		1,079,085
Fair value as of June 30, 2023	$	2,662,460		$	—	$	2,662,460

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Organization and Business Operations (Details) - USD ($)				3 Months Ended	6 Months Ended	12 Months Ended
	Jul. 13, 2023	Feb. 28, 2023	Mar. 02, 2021	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Organization and Business Operations (Details) [Line Items]
Initial public offering (in Dollars per share)					$ 10.56
Proceeds from public offerings					$ 82,240,293
Underwriting fee			$ 6,405,000		6,405,000	$ 6,405,000
Deferred underwriting fee					12,075,000	12,075,000
Other offering costs				$ 695,922	695,922	$ 695,922
Total transaction cost					575,278		$ 575,278
Net tangible assets					$ 5,000,001
Ordinary shares (in Shares)		35,373,848
Ordinary shares percentage		82.02%			20.00%
Shares issued (in Shares)		43,125,000
Shares outstanding (in Shares)		43,125,000
Redeem public shares, percentage					100.00%
Aggregate shares (in Shares)	6,720,000				23,256,504
Redemption price per share (in Dollars per share)				$ 10.21	$ 10.21
Issued and outstanding percentage				67.41%	67.41%
Redemption amount				$ 237,372,952	$ 237,372,952
Trust account				$ 114,759,374	$ 114,759,374
Outstanding amount (in Shares)					11,243,496
Public per share (in Dollars per share)				$ 10	$ 10
Trust account per share (in Dollars per share)				$ 10	$ 10
Cash outside the trust account				$ 3,251	$ 3,251
Interest income earned on trust account				$ 1,408,051	$ 4,225,267
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)			$ 10
Generating gross proceeds			$ 345,000,000
Net proceeds of the sale of the units			$ 345,000,000
Private Placement Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Consummated share units (in Shares)					6,266,667
Price per unit (in Dollars per share)				$ 1.5	$ 1.5
Class A Ordinary Shares [Member]
Organization and Business Operations (Details) [Line Items]
Holders shares (in Shares)					7,784,739
Ordinary shares (in Shares)		26,773,848		34,500,000	34,500,000
Class A Ordinary Shares [Member] \| IPO [Member]
Organization and Business Operations (Details) [Line Items]
Consummated share units (in Shares)			34,500,000
Class B Ordinary Shares [Member]
Organization and Business Operations (Details) [Line Items]
Ordinary shares (in Shares)		8,600,000		8,625,000	8,625,000
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Transaction costs				$ 19,175,922	$ 19,175,922
Business combination fair market value equal percentage					80.00%
Percentage of outstanding voting securities				50.00%	50.00%
Trust account price per share (in Dollars per share)				$ 10	$ 10

Private Placement Warrants

6 Months Ended

Jun. 30, 2023

Private Placement Warrants [Abstract]

Private Placement Warrants

Note 4 — Private Placement Warrants

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,266,667 Private Placement Warrants at a price of $1.50 per warrant ($9,400,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from our Initial Public Offering to be held in the Trust Account.

The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

Initial Public Offering

6 Months Ended

Jun. 30, 2023

Initial Public Offering [Abstract]

Initial Public Offering

Note 3 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, (at a price of $10.00 per Unit. Each Unit consists of one share of Class A Ordinary shares, par value $0.0001 per share one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A Ordinary shares at a price of $11.50 per share.

All of the 34,500,000 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

As of June 30, 2023 and December 31, 2022, the ordinary share reflected on the condensed consolidated balance sheets are reconciled in the following table:

Gross proceeds from IPO	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(10,350,000	)
Ordinary share issuance costs		(18,600,644	)
Plus:
Accretion of carrying value to redemption value		33,877,957
Contingently redeemable ordinary shares as of December 31, 2022	$	349,927,313
Less:
Redemptions		(237,372,952	)
Plus:
Accretion of carrying value to redemption value		5,825,267
Contingently redeemable ordinary shares as of June 30, 2023	$	118,379,628

Private Placement Warrants (Details)	6 Months Ended
Private Placement Warrants (Details)	Jun. 30, 2023 USD ($) $ / shares shares
Private Placement Warrants [Member]
Private Placement Warrants (Details) [Line Items]
Purchase of warrants (in Shares) \| shares	6,266,667
Warrant price per share	$ 1.5
Aggregate purchase price (in Dollars) \| $	$ 9,400,000
Class A Ordinary Shares [Member]
Private Placement Warrants (Details) [Line Items]
Warrant price per share	$ 11.5

Organization and Business Operations

6 Months Ended

Jun. 30, 2023

Organization and Business Operations [Abstract]

Organization and Business Operations

Note 1 — Organization and Business Operations

Organization and General

Freedom Acquisition I Corp. (the “Company” or “Freedom”) was incorporated in Cayman Islands on December 23, 2020. The Company was formed for the purpose of entering into a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an 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.

Business Combination

On October 3, 2022, the Company entered into a Business Combination Agreement with Jupiter Merger Sub I Corp., a Delaware corporation and a wholly owned subsidiary of the Company, Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, Complete Solar Holding Corporation, a Delaware corporation, and The Solaria Corporation, a Delaware corporation.

The Company’s sponsor is Freedom Acquisition I LLC, a Cayman Islands limited liability company (the “Sponsor”).

As of June 30, 2023, the Company had not yet commenced any operations. All activity through June 30, 2023, relates to the Company’s formation and the Initial Public Offering (“IPO” or “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO, its operating cash account, and changes in the fair value of warrant liabilities and promissory note.

On July 17, 2023, as previously disclosed and as contemplated by the Business Combination Agreement and described in the definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2023, as supplemented by the supplement to the proxy statement/prospectus filed with the SEC on July 10, 2023 (the “Proxy Statement”) in the section titled “Proposal No. 2—Domestication Proposal” beginning on page 183 of the Proxy Statement, the Company filed an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which the Company was domesticated and continues as a Delaware corporation, changing its name to “Complete Solaria, Inc.” (the “Domestication”).

On July 18, 2023 (the “Closing Date”) and following the approval at an extraordinary general meeting of the shareholders of the Company held on July 11, 2023 (the “Special Meeting”), as contemplated by the Business Combination Agreement and described in the Proxy Statement in the section titled “Proposal No. 1—The Business Combination Agreement” beginning on page 124 of the Proxy Statement, the parties consummated the closing of the transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”), whereby (i) First Merger Sub merged with and into Legacy Complete Solaria, with Legacy Complete Solaria surviving as a wholly-owned subsidiary of the Company (the “First Merger”), (ii) immediately thereafter and as part of the same overall transaction, Legacy Complete Solaria merged with and into Second Merger Sub, with Second Merger Sub surviving as a wholly-owned subsidiary of the Company (the “Second Merger”), and Second Merger Sub changed its name to “CS, LLC”, and (iii) immediately after the consummation of the Second Merger and as part of the same overall transaction, Solaria merged with and into a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company and changed its name to “SolarCA LLC” (“Third Merger Sub”), with Third Merger Sub surviving as a wholly-owned subsidiary of the Company (the “Additional Merger”, and together with the First Merger and the Second Merger, the “Mergers”).

In connection with Special Meeting, holders of the Company’s Class A Ordinary Shares had the right to elect to redeem all or a portion of their Class A Ordinary Shares for a per share price calculated in accordance with the Company’s organizational documents. As of the Closing Date, holders of 7,784,739 shares of Class A Ordinary Shares had validly elected to redeem their Class A Ordinary Shares for a full pro rata portion of the trust account holding the proceeds from the Company’s initial public offering, or approximately $10.56 per share and $82,240,293 the aggregate.

Financing

The registration statement for the Company’s IPO was declared effective on February 25, 2021 (the “Effective Date”). On March 2, 2021, the Company consummated the IPO of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the sale of 6,266,667 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 4.

Transaction costs amounted to $19,175,922, consisting of $6,405,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $695,922 of other offering costs. Of the total transaction cost, $575,278 was expensed as non-operating expenses in the consolidated statement of operations with the rest of the offering costs charged to shareholders’ deficit for the year ended December 31, 2021. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares.

Trust Account

Following the closing of the IPO on March 2, 2021, an amount of $345,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The funds in the Trust Account were, since the IPO and until the 24-month anniversary of the consummation of the IPO, invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. To mitigate the risk of the Company being deemed to have been operating as an unregistered investment company, prior to the 24-month anniversary of the consummation of the IPO, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and to hold all the funds in the Trust Account in cash in a bank deposit account. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination during the Extension Period (as defined below), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The Class A ordinary shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

On February 28, 2023, the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which holders of 35,373,848 ordinary shares, comprised of 26,773,848 Class A ordinary shares and 8,600,000 Class B ordinary shares, were present in person or by proxy, representing approximately 82.02% of the voting power of the 43,125,000 issued and outstanding ordinary shares of the Company entitled to vote at the Extraordinary General Meeting at the close of business on January 23, 2023, which was the record date (the “Record Date”) for the Extraordinary General Meeting (such shares, the “Outstanding Shares”). The Outstanding Shares on the Record Date were comprised of 34,500,000 Class A ordinary shares and 8,625,000 Class B ordinary shares.

At the Extraordinary General Meeting, the shareholders approved, by special resolution, a proposal (the “Extension Amendment Proposal”) to amend the amended and restated memorandum and articles of association to extend the date by which the Company must (i) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which Freedom refers to as its initial business combination, (ii) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (iii) redeem all of the Class A ordinary shares, included as part of the units sold in the initial public offering, for an additional three months, from March 2, 2023 to June 2, 2023, and thereafter to up to three (3) times by an additional one month each time (or up to September 2, 2023) (the “Extension Amendment,” and such period, as may be extended, the “Extension Period”). However, if the Company is unable to complete a Business Combination within the Extension Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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 the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

In connection with the Extension Amendment, public shareholders elected to redeem an aggregate of 23,256,504 Class A ordinary shares at a redemption price of $10.21 per share, representing approximately 67.41% of the issued and outstanding Class A ordinary shares, for an aggregate redemption amount of approximately $237,372,952. Following such redemptions, approximately $114,759,374 remained in the Trust Account and 11,243,496 Class A ordinary shares remained outstanding.

The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Extension Period.

The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third-party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

Liquidity

As of June 30, 2023, the Company had cash outside the Trust Account of $3,251 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use prior to an initial Business Combination and is restricted for use either in a Business Combination or to redeem ordinary shares. The Company may elect to withdraw from the interest income earned on the Trust Account to pay the Company’s tax obligations. For the three and six months ended June 30, 2023, the Company had $1,408,051 and $4,225,267 in interest income earned on the Trust Account, respectively.

The Company may raise additional capital through loans or additional investments from the Sponsor or an affiliate of the Sponsor or certain of its directors and officers. The Sponsor may, but is not obligated to, lend the Company funds, from time to time in whatever amounts it deems reasonable in its sole discretion, to meet the Company’s working capital needs. There can be no assurance that the Company will be able to obtain additional financing, however. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company becomes obligated to redeem a significant number of its public shares upon consummation of its 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 its Business Combination.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the Company has alleviated substantial doubt through consummation of a Business Combination as of July 18, 2023, as further discussed in Note 10, Subsequent Events and as such merged with Complete Solaria Inc. Complete Solaria reported substantial doubt in its ability to continue as a going concern within one year after the date the June 30, 2023 financial statements were issued. No adjustments have been made to the carrying amounts of assets or liabilities.

Unaudited Condensed Consolidated Statements of Change in Shareholders’ Deficit - USD ($)	Class B Ordinary Shares	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 863		$ (21,923,351)	$ (21,922,488)
Balance (in Shares) at Dec. 31, 2021	8,625,000
Net income (loss)			1,295,281	1,295,281
Balance at Mar. 31, 2022	$ 863		(20,628,070)	(20,627,207)
Balance (in Shares) at Mar. 31, 2022	8,625,000
Balance at Dec. 31, 2021	$ 863		(21,923,351)	(21,922,488)
Balance (in Shares) at Dec. 31, 2021	8,625,000
Net income (loss)				3,321,266
Balance at Jun. 30, 2022	$ 863		(18,782,303)	(18,781,440)
Balance (in Shares) at Jun. 30, 2022	8,625,000
Balance at Mar. 31, 2022	$ 863		(20,628,070)	(20,627,207)
Balance (in Shares) at Mar. 31, 2022	8,625,000
Proceeds received on convertible note less than fair value		520,300		520,300
Accretion of Class A ordinary shares subject to possible redemption			(180,219)	(180,219)
Accretion portion net against additional paid-in capital		(520,300)		(520,300)
Net income (loss)			2,025,986	2,025,986
Balance at Jun. 30, 2022	$ 863		(18,782,303)	(18,781,440)
Balance (in Shares) at Jun. 30, 2022	8,625,000
Balance at Dec. 31, 2022	$ 863	6,057,438	(17,548,599)	(11,490,298)
Balance (in Shares) at Dec. 31, 2022	8,625,000
Proceeds received on convertible note less than fair value		12,198		12,198
Accretion of Class A ordinary shares subject to possible redemption		(4,017,216)		(4,017,216)
Net income (loss)			170,155	170,155
Balance at Mar. 31, 2023	$ 863	2,052,420	(17,378,444)	(15,325,161)
Balance (in Shares) at Mar. 31, 2023	8,625,000
Balance at Dec. 31, 2022	$ 863	6,057,438	(17,548,599)	(11,490,298)
Balance (in Shares) at Dec. 31, 2022	8,625,000
Net income (loss)				(2,485,339)
Balance at Jun. 30, 2023	$ 863	244,369	(20,033,938)	(19,788,706)
Balance (in Shares) at Jun. 30, 2023	8,625,000
Balance at Mar. 31, 2023	$ 863	2,052,420	(17,378,444)	(15,325,161)
Balance (in Shares) at Mar. 31, 2023	8,625,000
Accretion of Class A ordinary shares subject to possible redemption		(1,808,051)		(1,808,051)
Net income (loss)			(2,655,494)	(2,655,494)
Balance at Jun. 30, 2023	$ 863	$ 244,369	$ (20,033,938)	$ (19,788,706)
Balance (in Shares) at Jun. 30, 2023	8,625,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
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+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2023

Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with US 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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2022 as filed with the SEC on April 6, 2023, which contains the audited consolidated financial statements and notes thereto. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

Principles of Consolidation

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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

Use of Estimates

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Estimates made in preparing these unaudited condensed consolidated financial statements include, among other things, the fair value measurement of the Private Warrant liabilities and promissory note.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.

Investments Held in Trust Account

Investments Held in Trust Account

At June 30, 2023, the assets held in the Trust Account were held in a cash operating account maintained by the Trustee.

As of December 31, 2022, investment in the Company’s Trust Account consisted of $349,927,313 in a money market fund with a maturity of 180 days or less. Following the maturity of the U.S. Treasury securities on December 1, 2022, the Company immediately reinvested the entirety of the Trust Account into a money market fund. The money market fund is disclosed at fair value on the consolidated balance sheet. Subsequently, in March 2023, the Company moved the entirety of the Trust Account into a cash account at the Trustee. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities on June 30, 2023 and December 31, 2022 are as follows:

	Fair Value as of June 30, 2023
Cash	$	118,379,628
	$	118,379,628

	Fair Value as of December 31, 2022
Money Market Funds	$	349,927,313
	$	349,927,313

A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and remeasurement are included in the “interest income” line item in the condensed consolidated statements of operations. Interest income is recognized when earned.

Convertible Promissory Notes—Related Party

Convertible Promissory Notes—Related Party

The Company accounts for its convertible promissory notes under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under ASC 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its convertible promissory notes. Using the fair value option, the convertible promissory notes are required to be recorded at their initial fair value on the date of issuance, each drawdown date, and each balance sheet date thereafter. Differences between the face value of the note and fair value at each drawdown date are recognized as either an expense in the condensed consolidated statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the consolidated statements of operations. Changes in the estimated fair value of the note are recognized as non-cash change in the fair value of the convertible promissory notes in the condensed consolidated statements of operations.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account.

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 11,243,496 and 34,500,000 Class A ordinary shares, respectively, subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets.

Net (Loss) Income Per Ordinary Share

Net (Loss) Income Per Ordinary Share

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 14,891,667 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted (loss) earnings per share for the three and six months ended June 30, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary share:

	For the Three Months Ended June 30, 2023						For the Six Months Ended June 30, 2023
	Class A			Class B			Class A			Class B
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(1,502,733	)	$	(1,152,761	)	$	(1,704,408	)	$	(780,931	)
Denominator:
Weighted average shares outstanding		11,243,496			8,625,000			18,824,345			8,625,000
Basic and diluted net (loss) income per share	$	(0.13	)	$	(0.13	)	$	(0.09	)	$	(0.09	)

	For the Three Months Ended June 30, 2022				For the Six Months Ended June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	1,620,789	$	405,197	$	2,657,013	$	664,253
Denominator:
Weighted average shares outstanding		34,500,000		8,625,000		34,500,000		8,625,000
Basic and diluted net income per share	$	0.05	$	0.05	$	0.08	$	0.08

Offering Costs

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to temporary equity upon the completion of the IPO. Accordingly, on December 31, 2022, offering costs totaling $19,175,922 have been charged to temporary equity (consisting of $6,405,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $695,922 of other offering costs). Of the total transaction cost, $575,278 was recorded as a non-operating expense in the consolidated statements of operations, with the rest of the offering cost charged to temporary equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A ordinary shares. As of October 25, 2022, and November 2, 2022, respectively, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. have waived their portions of the deferred underwriting fee which is reflected in the consolidated statement of operations and the consolidated statement of change in shareholders’ deficit as a reduction of transaction costs incurred in connection with the IPO. Therefore, the deferred underwriting fee was reduced by $9,056,250, of which $271,687 is shown in the consolidated statement of operations as a reduction of transaction costs incurred in connection with the IPO and $8,784,563 is charged to additional paid-in capital in the consolidated statement of change in shareholders’ deficit. As a result of the reductions, the outstanding deferred underwriting fee payable was reduced to $3,018,750.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the consolidated balance sheets.

Derivative Warrant Liabilities

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company accounts for its 14,891,667 ordinary shares warrants issued in connection with its Initial Public Offering (8,625,000) and Private Placement (6,266,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the Private Placement Warrants has been estimated using Monte Carlo simulations at each measurement date. The fair value of the Public Warrants was initially estimated using Monte Carlo simulations. After the Public Warrants were separately traded, the measurement of the Public Warrants used an observable market quote in an active market.

Income Taxes

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. The Company believes that it was a passive foreign investment company for the 2023 and 2022 taxable years. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.

Recent Accounting Standards

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“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 and 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 guidance was adopted starting January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

In June 2016, the FASB issued 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 condensed consolidated financial statements.

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

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions		6 Months Ended
	Jul. 13, 2023	Jun. 30, 2023	Dec. 31, 2022
Subsequent Events (Details) [Line Items]
Aggregate ordinary shares	6,720,000	23,256,504
Price per share	$ 2	$ 10.6	$ 10.1
Trust proceeds		$ 14.7
Net proceeds		3.5
Trust proceeds		6.6
Net proceeds received		$ 22.9
Warrant purchase shares		2,745,879
Common stock price per share		$ 0.01
Outstanding warrant purchase shares		1,995,879
Solaria common stock [Member]
Subsequent Events (Details) [Line Items]
Aggregate ordinary shares		1,690,000
Class A Ordinary Shares [Member]
Subsequent Events (Details) [Line Items]
Shares issued		9,763,938
Warrant Agreement [Member]
Subsequent Events (Details) [Line Items]
Subsequent event, description		The warrant, which expires on July 18, 2030, provides Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of the Complete Solaria's issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share.
Complete Solaria [Member]
Subsequent Events (Details) [Line Items]
Net proceeds		$ 16.3

Significant Accounting Policies (Details) - USD ($)		3 Months Ended	6 Months Ended		12 Months Ended
Significant Accounting Policies (Details) - USD ($)	Mar. 02, 2021	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Significant Accounting Policies (Details) [Line Items]
Cash in trust account					$ 349,927,313
Federal depository insurance coverage		$ 250,000	$ 250,000
Warrants purchase (in Shares)		14,891,667		14,891,667
Offering costs					19,175,922
Underwriting fee	$ 6,405,000		6,405,000		6,405,000
Deferred underwriting fee			12,075,000		12,075,000
Other offering costs		$ 695,922	695,922		695,922
Total transaction cost			575,278			$ 575,278
Deferred underwriting fee			9,056,250
Partial reversal of transaction costs			271,687
Additional paid-in capital			8,784,563
Underwriting fee payable		$ 3,018,750	$ 3,018,750		$ 3,018,750
Initial Public Offering [Member]
Significant Accounting Policies (Details) [Line Items]
Derivative warrant liabilities (in Shares)			8,625,000
Private Placement [Member]
Significant Accounting Policies (Details) [Line Items]
Derivative warrant liabilities (in Shares)			6,266,667
Warrants [Member]
Significant Accounting Policies (Details) [Line Items]
Ordinary shares warrants issued (in Shares)		14,891,667	14,891,667
Class A Ordinary Shares [Member]
Significant Accounting Policies (Details) [Line Items]
Ordinary shares subject to possible redemption (in Shares)		11,243,496	11,243,496		34,500,000

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

Note 5 — Related Party Transactions

Founder Shares

On December 31, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On February 25, 2021, the Company effected a share dividend whereby the Company issued 1,437,500 Class B ordinary shares, resulting in an aggregate of 8,625,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend.

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if (1) the closing price of the Company’s 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 the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in its shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.

On May 16, 2022, the Sponsor transferred 25,000 shares to one of the Company’s directors following the departure of a previous director. The transfer of the Founders Shares is in the scope of 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 transfer of Founders Shares to the Company’s director, as described above, is within the scope of ASC 718, as such, the fair value of the 25,000 shares transferred to the Company’s director was $123,750 or $4.95 per share. The transfer of the shares was granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the transfer date fair value per share (unless subsequently modified). Founder Shares will automatically convert into Class A shares at a one-to-one ratio upon completion of a Business Combination. The Founder Shares will receive no distributions if the Company is liquidated prior to a Business Combination. In addition, the holders of the Founder Shares are restricted from transferring the Founder Shares and the Class A shares received upon conversion until nine months to a year after a Business Combination.

Promissory Note — Related Party

On February 28, 2023, the Company issued an unsecured promissory note in the amount of up to $2,100,000 to the Sponsor. The note is non-interest bearing and is to be utilized for general working capital purposes. As of June 30, 2023, there was $2,000,000 amount outstanding under the promissory note.

On May 31, 2023, the Company issued an unsecured promissory note in the amount of up to $300,000 to the Sponsor. The note is non-interest bearing and is to be utilized for general working capital purposes. As of June 30, 2023, there was $300,000 amount outstanding under the promissory note.

Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. After giving effect to the Notes described below, up to $675,000 of additional Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account.

On April 1, 2022 and June 6, 2022, the Company issued unsecured promissory notes in the amounts of up to $500,000 and $500,000, respectively, to the Sponsor. On December 14, 2022, the Company issued an unsecured promissory note in the amount of up to $325,000 to Tidjane Thiam, the Company’s Executive Chairman, Adam Gishen, the Company’s Chief Executive Officer, Edward Zeng, a director of the Company, and Abhishek Bhatia, a board observer of the Company (collectively, the “Payees”) (such promissory note, together with the unsecured promissory notes issued on April 1, 2022 and June 6, 2022, the “Notes”). The Notes bear no interest and are payable in full upon the earlier to occur of (i) twenty-four (24) months from the closing of the Initial Public Offering (or such later date as may be extended in accordance with the terms of our amended and restated memorandum and articles of association) or (ii) the consummation of the Business Combination. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Notes may be accelerated. Prior to the Company’s first payment of all or any portion of the principal balance of the Notes in cash, the Sponsor and the Payees, as applicable, have the option to convert all, but not less than all, of the principal balance of the Notes into private placement warrants (the “Conversion Warrants”), each warrant exercisable for one ordinary share of the Company at an exercise price of $1.50 per share. The terms of the Conversion Warrants would be identical to the Private Placement Warrants. The Sponsor and the Payees shall be entitled to certain registration rights relating to the Conversion Warrants. The issuances of the Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. As of June 30, 2023 and December 31, 2022, the Company had an aggregate of $1,188,999 and $828,600 borrowed, respectively, related to the Notes of which $100,000 had been drawn within the six months ended, June 30, 2023.

Administrative Support Service

Commencing on the date of the IPO, the Company agreed to pay the Sponsor up to $10,000 per month for office space and administrative support services. These were paid on a monthly basis via invoices, and there was no amount due under the Administrative Services Agreement as of June 30, 2023 and December 31, 2022.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
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-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating costs	$ 1,511,276	$ 824,081	$ 3,131,612	$ 2,022,164
Loss from operations	(1,511,276)	(824,081)	(3,131,612)	(2,022,164)
Other (expense) income:
Foreign currency exchange gain	157	(21,775)	179	(20,942)
Interest income on operating accounts	18		51
Interest income on marketable securities held in Trust Account	1,408,051	484,975	4,225,267	594,838
Change in fair value of warrant liabilities	(2,537,572)	2,382,667	(3,306,627)	4,765,334
Change in fair value of convertible note	(14,872)	4,200	(272,597)	4,200
Total other (expense) income, net	(1,144,218)	2,850,067	646,273	5,343,430
Net (loss) income	$ (2,655,494)	$ 2,025,986	$ (2,485,339)	$ 3,321,266
Class A Ordinary Shares Subject to Possible Redemption
Other (expense) income:
Weighted average shares outstanding (in Shares)	11,243,496	34,500,000	18,824,345	34,500,000
Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption (in Dollars per share)	$ (0.13)	$ 0.05	$ (0.09)	$ 0.08
Class B Ordinary Shares
Other (expense) income:
Weighted average shares outstanding (in Shares)	8,625,000	8,625,000	8,625,000	8,625,000
Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption (in Dollars per share)	$ (0.13)	$ 0.05	$ (0.09)	$ 0.08

Significant Accounting Policies (Details) - Schedule of Unrealized Holding Losses and Fair Value of Held to Maturity Securities - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Marketable Securities [Line Items]
Fair Value	$ 118,379,628
Fair Value		$ 349,927,313
Cash [Member]
Marketable Securities [Line Items]
Fair Value	$ 118,379,628
Money Markets Funds [Member]
Marketable Securities [Line Items]
Fair Value		$ 349,927,313

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Public [Member]
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities [Line Items]
Fair value as of beginning	$ 2,164,013	$ 1,725,000	$ 4,916,250
Change in valuation inputs or other assumptions	1,458,487	439,013	(3,191,250)
Fair value as of ending	3,622,500	2,164,013	1,725,000
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities [Line Items]
Fair value as of beginning	1,583,375	1,253,333	3,572,000
Change in valuation inputs or other assumptions	1,079,085	330,042	(2,318,667)
Fair value as of ending	2,662,460	1,583,375	1,253,333
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities [Line Items]
Fair value as of beginning	3,747,388	2,978,333	8,488,250
Change in valuation inputs or other assumptions	2,537,572	769,055	(5,509,917)
Fair value as of ending	$ 6,284,960	$ 3,747,388	$ 2,978,333

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities - Fair Value, Inputs, Level 3 [Member] - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities [Line Items]
Fair value as of beginning	$ 1,583,375	$ 1,253,333	$ 3,572,000
Change in fair value	1,079,085	330,042	(2,318,667)
Fair value as of ending	2,662,460	1,583,375	1,253,333
Public [Member]
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities [Line Items]
Fair value as of beginning
Change in fair value
Fair value as of ending
Total Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities [Line Items]
Fair value as of beginning	1,583,375	1,253,333	3,572,000
Change in fair value	1,079,085	330,042	(2,318,667)
Fair value as of ending	$ 2,662,460	$ 1,583,375	$ 1,253,333

Related Party Transactions (Details) - USD ($)						1 Months Ended		6 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 14, 2022	Jun. 06, 2022	May 16, 2022	Apr. 01, 2022	Dec. 31, 2020	May 31, 2023	Feb. 28, 2023	Jun. 30, 2023	Jul. 13, 2023	Dec. 31, 2022	Feb. 25, 2021
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)								$ 10.6	$ 2	$ 10.1
Sponsor share (in Shares)			25,000
Fair value of shares (in Shares)								25,000
Fair value per share (in Dollars per share)								$ 4.95
Borrowings						$ 300,000	$ 2,100,000
Outstanding amount								$ 300,000
Working capital loans								$ 675,000
Promissory note		$ 500,000		$ 500,000
Issued unsecured promissory note amount	$ 325,000
Exercise price (in Dollars per share)								$ 1.5
Borrowed amount								$ 1,188,999		$ 828,600
Notes payable								$ 100,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Price per warrant (in Dollars per share)								$ 1.5
IPO [Member]
Related Party Transactions (Details) [Line Items]
Sponsor amount								$ 10,000
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Consideration shares (in Shares)					7,187,500
Common stock, par value (in Dollars per share)					$ 0.0001
Shares issued (in Shares)											1,437,500
Ordinary shares outstanding (in Shares)											8,625,000
Director [Member]
Related Party Transactions (Details) [Line Items]
Fair value of shares (in Shares)								123,750
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Class A ordinary shares equals or exceeds (in Dollars per share)								$ 12
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor amount					$ 25,000
Price per share (in Dollars per share)					$ 0.003
Promissory note [Member]
Related Party Transactions (Details) [Line Items]
Outstanding amount								$ 2,000,000

Initial Public Offering (Details)	6 Months Ended
Initial Public Offering (Details)	Jun. 30, 2023 $ / shares shares
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of unit (in Shares) \| shares	34,500,000
Price per share	$ 10
Class A Ordinary Shares [Member]
Initial Public Offering (Details) [Line Items]
Ordinary share, par value	0.0001
Price of per share	$ 11.5
Sale of ordinary shares (in Shares) \| shares	34,500,000

Fair Value Measurements (Details)	12 Months Ended
Fair Value Measurements (Details)	Dec. 31, 2022 USD ($)
Level 1 [Member]
Fair Value Measurements (Details) [Line Items]
Transferred amount	$ 348,810,523
Level 2 [Member]
Fair Value Measurements (Details) [Line Items]
Transferred amount	$ 1,725,000

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 3,251	$ 72,923
Prepaid expenses - short term		120,677
Total current assets	3,251	193,600
Cash and marketable securities held in Trust Account	118,379,628	349,927,313
Total Assets	118,382,879	350,120,913
Current liabilities:
Accounts payable and accrued expenses	6,999,248	4,858,215
Promissory Note - Related Party	2,300,000
Convertible Promissory Note – Related Party	1,188,999	828,600
Total current liabilities	10,488,247	5,686,815
Warrant liabilities	6,284,960	2,978,333
Deferred underwriters’ discount payable	3,018,750	3,018,750
Total Liabilities	19,791,957	11,683,898
Commitments and Contingencies (See Note 6)
Class A Ordinary shares subject to possible redemption 11,243,496 and 34,500,000 shares subject to possible redemption at redemption value at June 30, 2023 and December 31, 2022, respectively	118,379,628	349,927,313
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2023 and December 31, 2022
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized at June 30, 2023 and December 31, 2022
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at June 30, 2023 and December 31, 2022	863	863
Additional paid-in capital	244,369	6,057,438
Accumulated deficit	(20,033,938)	(17,548,599)
Total Shareholders’ Deficit	(19,788,706)	(11,490,298)
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	$ 118,382,879	$ 350,120,913

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

On March 2, 2021, the Company paid a fixed underwriting discount of $6,405,000. Additionally, a deferred underwriting discount of $0.35 per Unit, or $12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. As of October 25, 2022, and November 2, 2022, respectively, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. have waived their portions of the deferred underwriting fee which is reflected in the consolidated statement of operations and the consolidated statement of change in shareholders’ deficit as a reduction of transaction costs incurred in connection with IPO. Therefore, the deferred underwriting fee was reduced by $9,056,250, of which $271,687 is shown in the consolidated statement of operations as a reduction of transaction costs incurred in connection with the IPO and $8,784,563 is charged to additional paid-in capital in the consolidated statement of change in shareholders’ deficit. As a result of the reductions, the outstanding deferred underwriting fee payable was reduced to $3,018,750.

The Mergers

The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”):

●

at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended, (i) First Merger Sub will merge with and into Complete Solaria, with Complete Solaria surviving as a wholly owned subsidiary of the Company, (ii) immediately thereafter and as part of the same overall transaction, Complete Solaria will merge with and into Second Merger Sub, with Second Merger Sub surviving as a wholly owned subsidiary of the Company, and (iii) immediately after the consummation of the Second Merger and as part of the same overall transaction, Solaria will merge with and into a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company (“Third Merger Sub”), with Third Merger Sub surviving as a wholly-owned subsidiary of the Company;

●

at the Closing, all outstanding shares of capital stock of Complete Solaria (subject to certain restrictions) and all options and warrants to acquire shares of capital stock of Complete Solaria will convert into the right to receive shares of common stock, par value $0.0001 per share, of the Company (“Freedom Common Stock”) or comparable equity awards that are settled or are exercisable for shares of Freedom Common Stock; and

●

at the Closing, the Company will be renamed “Complete Solaria, Inc.”

On October 2, 2022 and October 3, 2022, respectively, a special committee (the “Freedom Special Committee”) of the board of directors of the Company (the “Board”) and the Board (i) approved the Business Combination Agreement and the Business Combination and (ii) resolved to recommend that the shareholders of the Company approve the Business Combination Agreement and the Business Combination.

First Amendment to the Business Combination Agreement

On December 26, 2022, the Company, Complete Solaria, First Merger Sub and Second Merger Sub entered into that certain First Amendment to Business Combination Agreement (the “First Amendment”) amending the Business Combination Agreement, dated as of October 3, 2022, by and among the Company, Complete Solaria, First Merger Sub and Second Merger Sub.

The First Amendment deletes the following provisions in the Business Combination Agreement:

●

The condition to the obligation of Complete Solaria to consummate the Business Combination that there be, as of the Closing, at least $100,000,000 in Available Acquiror Cash (as such term is defined in the Business Combination Agreement);

●

The obligation of each of the Company and Complete Solaria to use reasonable best efforts to cause the Available Acquiror Cash to equal or exceed $100,000,000 as of immediately prior to the Closing;

●

The right of Complete Solaria to terminate the Business Combination Agreement if:

●

Complete Solaria has not consummated the issuances of convertible note investments in Complete Solaria for an aggregate purchase price of at least $10,000,000 on or before January 16, 2023; or

●

at a meeting of shareholders of the Company to extend the deadline by which the Company is required to consummate the Business Combination under its organizational documents, a number of shareholders of the Company elect to redeem their ordinary shares such that the amount remaining in the Company’s trust account after processing such redemptions, when taken together with the amounts included in prongs (ii), (iii), (iv) and (v) of the definition of Available Acquiror Cash (as described above) is less than $100 million;

●

The obligation of the Company and Complete Solaria to make termination payments in certain circumstances.

Second Amendment to the Business Combination Agreement

On January 17, 2023, the Company, Complete Solaria, First Merger Sub and Second Merger Sub entered into that certain Second Amendment to Business Combination Agreement (the “Second Amendment”) amending the Business Combination Agreement, dated as of October 3, 2022, by and among the Company, Complete Solaria, First Merger Sub and Second Merger Sub, as amended by the First Amendment.

The Second Amendment provides that, if the Company and Complete Solaria determine in good faith by January 1, 2023 that it is probable that the Business Combination will be consummated after March 1, 2023, the Company will be required to prepare (with the reasonable cooperation of Complete Solaria) and file with the SEC a proxy statement pursuant to which it will seek the approval of its shareholders for proposals to amend the Company’s organizational documents to extend the time period for the Company to consummate its initial business combination for (x) up to an additional six (6) months, from March 2, 2023 to September 2, 2023 (the original Business Combination Agreement provided for an extension from March 1, 2023 to September 2, 2023) or (y) such other period of time as the Company and Complete Solaria may mutually agree (the original Business Combination Agreement contemplated no such prong (y)). In addition, the Second Amendment amends the Business Combination Agreement by changing the latest permitted Agreement End Date (as defined in the Business Combination Agreement) from September 1, 2023 to September 2, 2023.

Initial Public Offering (Tables)

6 Months Ended

Jun. 30, 2023

Initial Public Offering [Abstract]

Schedule of Ordinary Share Reflected on the Condensed Consolidated Balance Sheets

As of June 30, 2023 and December 31, 2022, the ordinary share reflected on the condensed consolidated balance sheets are reconciled in the following table:

Gross proceeds from IPO	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(10,350,000	)
Ordinary share issuance costs		(18,600,644	)
Plus:
Accretion of carrying value to redemption value		33,877,957
Contingently redeemable ordinary shares as of December 31, 2022	$	349,927,313
Less:
Redemptions		(237,372,952	)
Plus:
Accretion of carrying value to redemption value		5,825,267
Contingently redeemable ordinary shares as of June 30, 2023	$	118,379,628

Initial Public Offering (Details) - Schedule of Ordinary Share Reflected on the Condensed Consolidated Balance Sheets - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Schedule of Ordinary Share Reflected on the Condensed Consolidated Balance Sheets [Abstract]
Gross proceeds from IPO		$ 345,000,000
Less:
Proceeds allocated to Public Warrants		(10,350,000)
Ordinary share issuance costs		(18,600,644)
Plus:
Accretion of carrying value to redemption value	$ 5,825,267	33,877,957
Contingently redeemable ordinary shares	118,379,628	$ 349,927,313
Less:
Redemptions	$ (237,372,952)

Warrants

6 Months Ended

Jun. 30, 2023

Warrants [Abstract]

Warrants

Note 8 — Warrants

The Public Warrants will become exercisable at $11.50 per share on the later of one year from the closing of the IPO and 30 days after the completion of the initial Business Combination; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use 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. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. 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 the initial 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. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. 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 the initial 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 Board and in the case of any such issuance to the Company’s Sponsors or their affiliates, without taking into account any Founder Shares held by the Company’s initial shareholders or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

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 warrants (except with respect to the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

●

if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares;

●

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and

●

if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

Fair Value Measurements (Details) - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Jul. 13, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share price	$ 10.6	$ 10.1	$ 2
Strike price	$ 11.5	$ 11.5
Term (in years)	5 years 8 months 26 days	4 months 17 days
Volatility	16.60%	de minimis
Risk-free rate	5.44%	3.98%
Dividend yield	0.00%	0.00%
Convertible Promissory Notes [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share price	$ 10.6	$ 10.1
Strike price	$ 11.5	$ 11.5
Term (in years)	21 days	4 months 17 days
Risk-free rate	5.24%	4.54%
Dividend yield	0.00%	0.00%

Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Significant Accounting Policies [Abstract]

Significant Accounting Policies

Note 2 — Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Estimates made in preparing these unaudited condensed consolidated financial statements include, among other things, the fair value measurement of the Private Warrant liabilities and promissory note.

Cash and Cash Equivalents

Investments Held in Trust Account

At June 30, 2023, the assets held in the Trust Account were held in a cash operating account maintained by the Trustee.

	Fair Value as of June 30, 2023
Cash	$	118,379,628
	$	118,379,628

	Fair Value as of December 31, 2022
Money Market Funds	$	349,927,313
	$	349,927,313

Convertible Promissory Notes—Related Party

Concentration of Credit Risk

Ordinary Shares Subject to Possible Redemption

Net (Loss) Income Per Ordinary Share

	For the Three Months Ended June 30, 2023						For the Six Months Ended June 30, 2023
	Class A			Class B			Class A			Class B
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(1,502,733	)	$	(1,152,761	)	$	(1,704,408	)	$	(780,931	)
Denominator:
Weighted average shares outstanding		11,243,496			8,625,000			18,824,345			8,625,000
Basic and diluted net (loss) income per share	$	(0.13	)	$	(0.13	)	$	(0.09	)	$	(0.09	)

	For the Three Months Ended June 30, 2022				For the Six Months Ended June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	1,620,789	$	405,197	$	2,657,013	$	664,253
Denominator:
Weighted average shares outstanding		34,500,000		8,625,000		34,500,000		8,625,000
Basic and diluted net income per share	$	0.05	$	0.05	$	0.08	$	0.08

Offering Costs

Fair Value of Financial Instruments

Derivative Warrant Liabilities

Income Taxes

Recent Accounting Standards

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Measurements [Abstract]

Schedule of Assets and Liabilities that are 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 June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

		June 30,			Quoted Prices In Active Markets			Significant Other Observable Inputs			Significant Other Unobservable Inputs
		2023			(Level 1)			(Level 2)			(Level 3)
Description
Assets:
Cash	$	118,379,628		$	118,379,628		$	—		$	—
Total assets	$	118,379,628		$	118,379,628			—			—

Warrant liabilities – Public warrants			3,622,500			—		$	3,622,500		$	—
Warrant liabilities – Private warrants			2,662,460			—			—			2,662,460
Convertible Note – April 1, 2022			448,680			—			—			448,680
Convertible Note – June 6, 2022			448,680			—			—			448,680
Convertible Note – December 14, 2022			291,639			—			—			291,639
Total Warrant liabilities		$	7,473,959			—		$	3,622,500		$	3,851,459

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Description
Investments held in trust account- Money Market Funds		349,927,313		349,927,313		—		—
Total Investments held in Trust Account	$	349,927,313	$	349,927,313	$	—	$	—

Warrant liabilities – Public warrants	$	1,725,000			$	1,725,000	$	—
Warrant liabilities – Private warrants		1,253,333		—		—		1,253,333
Convertible Note – April 1, 2022		338,200		—		—		338,200
Convertible Note – June 6, 2022		338,200		—		—		338,200
Convertible Note – December 14, 2022		152,200		—		—		152,200
Total Warrant liabilities	$	3,806,933			$	1,725,000	$	2,081,933

Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements

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

	At June 30,			At December 31,
	2023			2022
Share price	$	10.60		$	10.10
Strike price	$	11.50		$	11.50
Term (in years)		5.74			0.38
Volatility		16.60	%		de minimis
Risk-free rate		5.44	%		3.98	%
Dividend yield		0.00	%		0.00	%

	At June 30,			At December 31,
	2023			2022
Share price	$	10.60		$	10.10
Strike price	$	11.50		$	11.50
Term (in years)		0.06			0.38
Risk-free rate		5.24	%		4.54	%
Dividend yield		0.00	%		0.00	%

Schedule of Fair Value of the Convertible Promissory Notes

The following table presents the changes in the fair value of the convertible promissory notes:

	June 30, 2023
Fair value as of January 1, 2023	$	828,600
Borrowing during the quarter ended March 31, 2023		100,000
Proceeds received in excess of initial fair value of convertible promissory note		(12,198	)
Change in fair value		257,725
Fair value as of March 31, 2023		1,174,127
Change in fair value		14,872
Fair value as of June 30, 2023	$	1,188,999

Schedule of Changes in the Fair Value of Warrant Liabilities

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

	Public			Private Placement			Warrant Liabilities

Fair value as of January 1, 2022	$	4,916,250		$	3,572,000		$	8,488,250
Change in valuation inputs or other assumptions		(3,191,250	)		(2,318,667	)		(5,509,917	)
Fair value as of December 31, 2022	$	1,725,000		$	1,253,333		$	2,978,333
Change in valuation inputs or other assumptions		439,013			330,042			769,055
Fair value as of March 31, 2023	$	2,164,013		$	1,583,375		$	3,747,388
Change in valuation inputs or other assumptions		1,458,487			1,079,085			2,537,572
Fair value as of June 30, 2023	$	3,622,500		$	2,662,460		$	6,284,960

Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities

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

	Private Placement			Public		Total Warrant Liabilities
Fair value as of January 1, 2022	$	3,572,000		$	—	$	3,572,000
Change in fair value		(2,318,667	)		—		(2,318,667	)
Fair value as of December 31, 2022	$	1,253,333		$	—	$	1,253,333
Change in fair value		330,042			—		330,042
Fair value as of March 31, 2023	$	1,583,375		$	—	$	1,583,375
Change in fair value		1,079,085			—		1,079,085
Fair value as of June 30, 2023	$	2,662,460		$	—	$	2,662,460

Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on Recurring Basis - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on Recurring Basis [Line Items]
Cash	$ 118,379,628
Total assets	118,379,628
Warrant liabilities – Public warrants	3,622,500	$ 1,725,000
Warrant liabilities – Private warrants	2,662,460	1,253,333
Convertible Note – April 1, 2022	448,680	338,200
Convertible Note – June 6, 2022	448,680	338,200
Convertible Note – December 14, 2022	291,639	152,200
Total Warrant liabilities	7,473,959	3,806,933
Investments held in trust account- Money Market Funds		349,927,313
Total Investments held in Trust Account		349,927,313
Quoted Prices In Active Markets (Level 1) [Member]
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on Recurring Basis [Line Items]
Cash	118,379,628
Total assets	118,379,628
Warrant liabilities – Public warrants
Warrant liabilities – Private warrants
Convertible Note – April 1, 2022
Convertible Note – June 6, 2022
Convertible Note – December 14, 2022
Total Warrant liabilities
Investments held in trust account- Money Market Funds		349,927,313
Total Investments held in Trust Account		349,927,313
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on Recurring Basis [Line Items]
Cash
Total assets
Warrant liabilities – Public warrants	3,622,500	1,725,000
Warrant liabilities – Private warrants
Convertible Note – April 1, 2022
Convertible Note – June 6, 2022
Convertible Note – December 14, 2022
Total Warrant liabilities	3,622,500	1,725,000
Investments held in trust account- Money Market Funds
Total Investments held in Trust Account
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on Recurring Basis [Line Items]
Cash
Total assets
Warrant liabilities – Public warrants
Warrant liabilities – Private warrants	2,662,460	1,253,333
Convertible Note – April 1, 2022	448,680	338,200
Convertible Note – June 6, 2022	448,680	338,200
Convertible Note – December 14, 2022	291,639	152,200
Total Warrant liabilities	$ 3,851,459	2,081,933
Investments held in trust account- Money Market Funds
Total Investments held in Trust Account

Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Significant Accounting Policies [Abstract]

Schedule of Unrealized Holding Losses and Fair Value of Held to Maturity Securities

The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities on June 30, 2023 and December 31, 2022 are as follows:

	Fair Value as of June 30, 2023
Cash	$	118,379,628
	$	118,379,628

	Fair Value as of December 31, 2022
Money Market Funds	$	349,927,313
	$	349,927,313

Schedule of Basic and Diluted Net (Loss) Income Per Share for Each Class of Ordinary Share

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of ordinary share:

	For the Three Months Ended June 30, 2023						For the Six Months Ended June 30, 2023
	Class A			Class B			Class A			Class B
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(1,502,733	)	$	(1,152,761	)	$	(1,704,408	)	$	(780,931	)
Denominator:
Weighted average shares outstanding		11,243,496			8,625,000			18,824,345			8,625,000
Basic and diluted net (loss) income per share	$	(0.13	)	$	(0.13	)	$	(0.09	)	$	(0.09	)

	For the Three Months Ended June 30, 2022				For the Six Months Ended June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	1,620,789	$	405,197	$	2,657,013	$	664,253
Denominator:
Weighted average shares outstanding		34,500,000		8,625,000		34,500,000		8,625,000
Basic and diluted net income per share	$	0.05	$	0.05	$	0.08	$	0.08

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share for Each Class of Ordinary Share (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A Ordinary Shares [Member]
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share for Each Class of Ordinary Share (Parentheticals) [Line Items]
Diluted net income (loss) per share	$ (0.13)	$ 0.05	$ (0.09)	$ 0.08
Class B Ordinary Shares [Member]
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share for Each Class of Ordinary Share (Parentheticals) [Line Items]
Diluted net income (loss) per share	$ (0.13)	$ 0.05	$ (0.09)	$ 0.08

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
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+ Details

Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A Ordinary Shares Subject to Possible Redemption
Diluted net income per share	$ (0.13)	$ 0.05	$ (0.09)	$ 0.08
Class B Ordinary Shares
Diluted net income per share	$ (0.13)	$ 0.05	$ (0.09)	$ 0.08

- Definition

+ References

+ Details

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share for Each Class of Ordinary Share - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A Ordinary Shares [Member]
Numerator:
Allocation of net income (loss)	$ (1,502,733)	$ 1,620,789	$ (1,704,408)	$ 2,657,013
Denominator:
Weighted average shares outstanding	11,243,496	34,500,000	18,824,345	34,500,000
Basic net income (loss) per share	$ (0.13)	$ 0.05	$ (0.09)	$ 0.08
Class B Ordinary Shares [Member]
Numerator:
Allocation of net income (loss)	$ (1,152,761)	$ 405,197	$ (780,931)	$ 664,253
Denominator:
Weighted average shares outstanding	8,625,000	8,625,000	8,625,000	8,625,000
Basic net income (loss) per share	$ (0.13)	$ 0.05	$ (0.09)	$ 0.08

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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+ Details

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2023	Aug. 14, 2023
Document Information Line Items
Entity Registrant Name	COMPLETE SOLARIA, INC.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001838987
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40117
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	45700 Northport Loop East
Entity Address, City or Town	Fremont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94538
City Area Code	(510)
Local Phone Number	270-2507
Entity Interactive Data Current	Yes
Class A ordinary shares, par value $0.0001 per share
Document Information Line Items
Trading Symbol	FACT
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Security Exchange Name	NYSE
Redeemable warrants, each whole warrant exercisable for one ‎Class A ordinary share at an exercise price of $11.50
Document Information Line Items
Trading Symbol	FACT WS
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one ‎Class A ordinary share at an exercise price of $11.50
Security Exchange Name	NYSE
Units, each consisting of one Class A ordinary share and one-‎fourth of one redeemable warrant
Document Information Line Items
Trading Symbol	FACT.U
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-‎fourth of one redeemable warrant
Security Exchange Name	NYSE
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		3,458,757
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,625,000

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption	11,243,496	34,500,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	200,000,000	200,000,000
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	20,000,000	20,000,000
Ordinary shares, shares issued	8,625,000	8,625,000
Ordinary shares, shares outstanding	8,625,000	8,625,000

Warrants (Details)	6 Months Ended
Warrants (Details)	Jun. 30, 2023 $ / shares
Warrants (Details) [Line Items]
Warrant expiration term	5 years
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrant exercise price	$ 11.5
IPO [Member]
Warrants (Details) [Line Items]
Warrant term	1 year
Class A Ordinary Shares [Member]
Warrants (Details) [Line Items]
Warrant exercise price	$ 11.5
Redemptions of warrants, description	Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ●if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00Once the warrants become exercisable, the Company may redeem the outstanding warrants: ●in whole and not in part; ●at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; ●if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and ●if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
Business Acquisition [Member]
Warrants (Details) [Line Items]
Business combination, description	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 the initial 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 Board and in the case of any such issuance to the Company’s Sponsors or their affiliates, without taking into account any Founder Shares held by the Company’s initial shareholders or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

On July 18, 2023, the Company, Legacy Complete Solaria, First Merger Sub, Second Merger Sub and Solaria consummated the Business Combination pursuant to the Merger Agreement, following the approval at the Special Meeting. Following the consummation of the Merger at closing, the Company changed its name to “Complete Solaria, Inc.”

At the closing of the Merger, each share of Legacy Complete Solaria’s common stock and preferred stock were canceled and converted into the right to receive: a number of shares of Complete Solaria Common Stock equal to the quotient obtained by dividing (i) the Aggregate Merger Consideration (as defined in the Business Combination Agreement) by (ii) the aggregate fully diluted number of shares of the Legacy Complete Solaria’s common stock issued and outstanding immediately prior to the Mergers as calculated pursuant to the Business Combination Agreement (such quotient, the “Merger Consideration Per Fully Diluted Share”), plus a number of warrants of Complete Solaria (“Complete Solaria Warrants”) equal to a portion of the Aggregate Warrant Consideration (as defined in the Business Combination Agreement), calculated on a pro rata basis based on the percentage interest of issued and outstanding shares of Legacy Complete Solaria Capital Stock held by the holder of such share of Legacy Complete Solaria Capital Stock.

At the closing of the Merger, all Legacy Complete Solaria’s options and warrants outstanding as of immediately prior to such time were converted into options of Complete Solaria (“Complete Solaria Options”) and Complete Solaria Warrants, respectively. Each such Complete Solaria Option and Complete Solaria Warrant relate to a number of whole shares of Complete Solaria Common Stock (rounded down to the nearest whole share) equal to (i) the number of shares of the Company’s common stock subject to the applicable Company options or warrants multiplied by (ii) the Merger Consideration Per Fully Diluted Share. The exercise price for each Complete Solaria Option and Complete Solaria Warrant equals (i) the exercise price per share of the applicable Complete Solaria Option or Complete Solaria Warrant divided by (ii) the Merger Consideration Per Fully Diluted Share (rounded up to the nearest full cent).

In connection with the Merger, on July 13, 2023, FACT and Legacy Complete Solaria entered into Forward Purchase Agreements with certain third-parties (“Sellers”). Pursuant to the terms of the Forward Purchase Agreements, the Sellers intended, but were not obligated, to purchase up to a number of shares of FACT Class A Ordinary Shares in the aggregate amount equal to up to 6,720,000 less, Recycled Shares (as defined in Forward Purchase Agreements). Each Forward Purchase Agreement provided that a Seller be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to the product of (i) the Number of Shares as set forth in each Pricing Date Notice and (ii) the redemption price per share as defined in Article 49.5 of FACT’s Amended and Restated Article of Association, as amended (the “Initial Price”). On the Cash Settlement Payment Date, which is the tenth business day following the last day of the valuation period commencing on the Valuation Date (as defined in Forward Purchase Agreements), a Seller shall pay the Counterparty a cash amount equal to (1) (A) the Number of Shares as of the Valuation Date less the number of Unregistered Shares, multiplied by (B) the volume-weighted daily VWAP Price over the Valuation Period less (2) if the Settlement Amount Adjustment is less than the cash amount to be paid, the Settlement Amount Adjustment. The Settlement Amount Adjustment is equal to (1) the Number of Shares as of the Valuation Date multiplied by (2) $2.00 per share, and the Settlement Amount Adjustment will be automatically netted from the Settlement Amount. If the Settlement Amount Adjustment exceeds the Settlement Amount, the Counterparty will pay the Seller in FACT Class A Ordinary Shares or, at the Counterparty’s election, in cash.

In connection with the Special Meeting, holders of 9,763,938 shares of FACT Class A Ordinary Shares had validly elected to redeem their Class A Ordinary Shares, with remaining Trust Proceeds of approximately $14.7 million. Additionally, pursuant to Subscription Agreements and New Money PIPE Subscription Agreements that the Company and FACT had previously entered into with certain third parties who purchased an aggregate of 1,690,000 shares of Complete Solaria Common Stock for total PIPE proceeds of $16.3 million, inclusive of $3.5 million of prefunded PIPE proceeds from a related party investor received in June 2023. Approximately $6.6 million of the Trust Proceeds and PIPE Proceeds were used for the payment of transaction expenses incurred by the Company and FACT in connection with the Merger. Net proceeds received by the Company at closing amounted to approximately $22.9 million which will be used for the general corporate purposes of the Company following the Merger.

On July 17 and July 18, and in connection with obtaining consent for the Business Combination, Legacy Complete Solaria, FACT and CSREF Solis Holdings, LLC ("Carlyle") entered into an amended and restated consent to the Business Combination Agreement and an amended and restated warrant agreement, which modified the terms of the mandatorily redeemable investment made by Carlyle in Legacy Complete Solaria.

Among other changes to the investment agreement as described in FN 12, the modification accelerates the redemption date of the investment, which was previously February 14, 2025 and is March 31, 2024 subsequent to the modification. Additionally, as part of the amendment, the parties entered into an amended and restated warrant agreement. As part of the warrant agreement, Complete Solaria will issue Carlyle a warrant to purchase up to 2,745,879 shares of Complete Solaria Common Stock at a price per share of $0.01, which is inclusive of the outstanding warrant to purchase 1,995,879 shares at the time of modification. The warrant, which expires on July 18, 2030, provides Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of the Complete Solaria's issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that is ten (10) days after the date of the agreement, an additional 350,000 shares; plus (c) on and after the date that is thirty (30) days after the date of the agreement, if the original investment amount has not been repaid, an additional 150,000 shares; plus (d) on and after the date that is ninety (90) days after the date of the agreement, if the original investment amount has not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share.