Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarter ended September 30, 2023

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

For the transition period from to

Commission file number: 001-40584

ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86 2120451

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

9 West 57th Street, 42nd Floor New York, NY	10019
(Address of principal executive offices)	(Zip Code)

(212) 515-3200

(Registrant's telephone number)

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one public warrant	ACRO.U	New York Stock Exchange
Class A common stock	ACRO	New York Stock Exchange
Warrants	ACRO WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

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

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

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

As of November 13, 2023, there were 8,000,799 shares of Class A common stock, par value $0.0001 per share, and 8,625,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

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ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.

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

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PART I - FINANCIAL INFORMATION		1
	Item 1. Financial Statements.	1
	Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1
	Condensed Statements of Operations (Unaudited) for the three and nine months ended September 30, 2023 and 2022	2
	Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the three and nine months ended September 30, 2023 and 2022	3
	Condensed Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2023 and 2022	4
	Notes to Condensed Financial Statements (Unaudited)	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	18
	Item 3. Quantitative and Qualitative Disclosures About Market Risk.	22
	Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures.	23

PART II - OTHER INFORMATION		24
	Item 1. Legal Proceedings.	24
	Item 1A. Risk Factors.	24
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	24
	Item 3. Defaults Upon Senior Securities.	25
	Item 4. Mine Safety Disclosures.	25
	Item 5. Other Information.	25
	Item 6. Exhibits	26

PART III SIGNATURES		27

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Acropolis Infrastructure Acquisition Corp.

(formerly known as AP Caps III, Corp.)

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2023		2022
	(unaudited)
ASSETS
Current assets:
Cash	$	56,597	$	106,393
Prepaid expenses		605,307		424,370
Total current assets		661,904		530,763

Investments held in Trust Account		83,271,718		348,005,679
Total assets	$	83,933,622	$	348,536,442

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	2,509,266	$	785,125
Excise tax payable		2,724,588		—
Accrued offering costs		67,640		67,640
Notes payable		3,300,000		3,300,000
Total current liabilities		8,601,494		4,152,765
Deferred underwriting compensation		12,075,000		12,075,000
Total liabilities		20,676,494		16,227,765

Commitments and contingencies (Note 7)

Temporary equity:
Class A common stock subject to possible redemption (8,000,799 and 34,500,000 shares at $10.39 and $10.08 per share redemption value as of September 30, 2023 and December 31, 2022, respectively)		83,163,691		347,919,667

Stockholders’ deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 800,000,000 shares authorized, none issued and outstanding (net of 8,000,799 and 34,500,000 shares of Class A common stock subject to possible redemption) as of September 30, 2023 and December 31, 2022		—		—
Class B common stock, $0.0001 par value; 199,000,000 shares authorized, 8,625,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022		863		863
Additional paid-in capital		—		—
Accumulated deficit		(19,907,426)		(15,611,853)
Total stockholders’ deficit		(19,906,563)		(15,610,990)
Total liabilities, temporary equity and stockholders’ deficit	$	83,933,622	$	348,536,442

See accompanying notes to unaudited condensed financial statements.

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Acropolis Infrastructure Acquisition Corp.

(formerly known as AP Caps III, Corp.)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
REVENUE	$	—	$	—	$	—	$	—

EXPENSES
Administration fee - related party		50,001		50,001		150,003		150,003
General and administrative		519,733		422,399		1,603,311		2,146,553
TOTAL EXPENSES		569,734		472,400		1,753,314		2,296,556

OTHER INCOME (EXPENSES)
Investment income from Trust Account		1,069,340		1,673,136		9,940,721		2,215,579
Interest expense		(4,223)		(2,837)		(12,669)		(6,255)
TOTAL OTHER INCOME (EXPENSES) - NET		1,065,117		1,670,299		9,928,052		2,209,324

Net income (loss) before income tax provision		495,383		1,197,899		8,174,738		(87,232)
Income tax provision		(213,175)		(179,000)		(2,042,891)		(179,000)
Net income (loss)	$	282,208	$	1,018,899	$	6,131,847	$	(266,232)

Weighted average number of shares of Class A common stock outstanding, basic and diluted		8,000,799		34,500,000		25,278,666		34,500,000
Basic and diluted net income (loss) per share of Class A common stock	$	0.02	$	0.02	$	0.18	$	(0.01)

Weighted average number of shares of Class B common stock outstanding, basic and diluted		8,625,000		8,625,000		8,625,000		8,625,000
Basic and diluted net income (loss) per share of Class B common stock	$	0.02	$	0.02	$	0.18	$	(0.01)

See accompanying notes to unaudited condensed financial statements

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Acropolis Infrastructure Acquisition Corp.

(formerly known as AP Caps III, Corp.)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

For the three and nine months ended September 30, 2023


	Class B Common Stock			Additional		Accumulated		Stockholders’
	Shares	Amount		Paid-in Capital		Deficit		Deficit
Balance as of January 1, 2023	8,625,000	$	863	$	—	$	(15,611,853)	$	(15,610,990)
Accretion for Class A common stock to redemption amount	—		—		—		(3,814,678)		(3,814,678)
Net income	—		—		—		3,377,049		3,377,049
Balance as of March 31, 2023	8,625,000	$	863	$	—	$	(16,049,482)	$	(16,048,619)
Stockholder non-redemption agreements	—		—		(825,153)		—		(825,153)
Contribution by Sponsor	—		—		825,153		—		825,153
Accretion for Class A common stock to redemption amount	—		—		—		(3,081,988)		(3,081,988)
Excise tax on redemption of Class A common stock	—		—		—		(2,724,588)		(2,724,588)
Net income	—		—		—		2,472,590		2,472,590
Balance as of June 30, 2023	8,625,000	$	863	$	—	$	(19,383,468)	$	(19,382,605)
Accretion for Class A common stock to redemption amount	—		—		—	$	(806,166)	$	(806,166)
Net income	—		—		—		282,208		282,208
Balance as of September 30, 2023	8,625,000	$	863	$	—		(19,907,426)		(19,906,563)

For the three and nine months ended September 30, 2022


	Class B Common Stock			Additional		Accumulated		Stockholders’
	Shares	Amount		Paid-in Capital		Deficit		Deficit
Balance as of January 1, 2022	8,625,000	$	863	$	—	$	(12,897,255)	$	(12,896,392)
Net loss	—		—		—		(1,129,584)		(1,129,584)
Balance as of March 31, 2022	8,625,000	$	863	$	—	$	(14,026,839)	$	(14,025,976)
Net loss	—		—		—		(155,547)		(155,547)
Balance as of June 30, 2022	8,625,000	$	863	$	—	$	(14,182,386)	$	(14,181,523)
Accretion for Class A common stock redemption amount	—		—		—		(2,005,019)		(2,005,019)
Net income	—		—		—		1,018,899		1,018,899
Balance as of September 30, 2022	8,625,000	$	863	$	—	$	(15,168,506)	$	(15,167,643)

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Acropolis Infrastructure Acquisition Corp.

(formerly known as AP Caps III, Corp.)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Nine Months Ended
	September 30,
	2023		2022
Cash Flows From Operating Activities:
Net income (loss)	$	6,131,847	$	(266,232)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income earned on investments held in Trust Account		(9,940,721)		(2,215,579)
Changes in operating assets and liabilities:
Prepaid expenses		(180,937)		589,268
Accounts payable and accrued expenses		1,724,141		266,217
Net Cash Used In Operating Activities		(2,265,670)		(1,626,326)

Cash Flows From Investing Activities:
Cash withdrawn from Trust Account		272,458,808		—
Cash withdrawn from Trust Account to pay taxes		2,215,874		45,001
Net Cash Provided By Investing Activities		274,674,682		45,001

Cash Flows From Financing Activities:
Redemptions		(272,458,808)		—
Proceeds from Notes payable		—		1,300,000
Net Cash Provided By (Used In) Financing Activities		(272,458,808)		1,300,000

Net change in cash		(49,796)		(281,325)
Cash at beginning of period		106,393		430,391
Cash at end of period	$	56,597	$	149,066

See accompanying notes to unaudited condensed financial statements

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Acropolis Infrastructure Acquisition Corp.

(formerly known as AP Caps III, Corp.)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Note 1 — Description of Organization, Business Operations and Going Concern

Organization and General

Acropolis Infrastructure Acquisition Corp. (formerly known as AP Caps III, Corp.) (the “Company”) was incorporated in the state of Delaware on August 27, 2020 under the name of AP Caps III, Corp. The Company was formed for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). On February 22, 2021, the Company formally changed its name to Apollo Infrastructure Acquisition Corp. On February 23, 2021, the Company formally changed its name to Acropolis Infrastructure Acquisition Corp. The Company has chosen December 31 as its fiscal year end.

At September 30, 2023, the Company had not commenced any operations. All activity for the period from August 27, 2020 through September 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the net proceeds derived from the Initial Public Offering.

Sponsor and Initial Public Offering

On July 13, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of the Company’s Class A common stock, $0.0001 par value per share, included in the Units, the “Public Shares”) generating gross proceeds of $300,000,000 which is described in Note 3. The Sponsor (as defined below) purchased an aggregate of 5,235,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per warrant, or approximately $7,852,500 in the aggregate, in a private placement simultaneously with the closing of the Initial Public Offering (the “Private Placement”).

On August 3, 2021, the Company consummated the sale of 4,500,000 over-allotment Units pursuant to the underwriters’ exercise of their over-allotment option. Such over-allotment Units were sold at $10.00 per Unit, generating gross proceeds of $45,000,000. Substantially concurrently with the closing of the sale of the over-allotment Units, the Company consummated the private sale of an additional 600,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $900,000. Following the closing of the over-allotment option and sale of additional Private Placement Warrants (together, the “Over-Allotment Closing”), a total of $345,000,000, including approximately $12,075,000 of the underwriters’ deferred discount (the “Deferred Discount”), was placed in the trust account (the “Trust Account”). As a result of the underwriters’ election to fully exercise their over-allotment option, 1,125,000 Founder Shares (as defined in Note 5) are no longer subject to forfeiture.

The Company’s sponsor is Acropolis Infrastructure Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”). The Company intends to finance its Initial Business Combination with proceeds from the Initial Public Offering, the Private Placement and the Over-Allotment Closing, debt or a combination of the foregoing.

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Trust Account

The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations, as determined by the Company. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At September 30, 2023 and December 31, 2022, the proceeds of the Initial Public Offering were held in U.S. government securities, as specified above.

The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay its tax obligations (the “Permitted Withdrawals”), and up to $100,000 of interest to pay dissolution expenses none of the funds held in the Trust Account will be released until the earliest of (i) the completion of the Initial Business Combination; (ii) the redemption of Public Shares sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination by July 13, 2024 (the “Completion Window”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Completion Window. 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 stockholders.

Initial Business Combination

The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the Deferred Discount and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination.

The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under New York Stock Exchange (“NYSE”) rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination, subject to any greater or additional vote required by applicable law or any rule or regulation applicable to the Company or its securities.

If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

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Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to make Permitted Withdrawals (less up to $100,000 of such net interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined in Note 5) held by them if the Company fails to complete the Initial Business Combination within the Completion Window. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquire Public Shares after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of common stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.

Extension and Redemptions

On June 23, 2023, at a special meeting of the Company (the “Special Meeting”), its stockholders approved amendments to the Company’s amended and restated certificate of incorporation to (i) extend the date by which the Company must consummate its Initial Business Combination from July 13, 2023 to July 13, 2024, or such earlier date as determined by its board of directors in its sole and absolute discretion (the “Extended Date”), (ii) permit the Company’s board of directors, in its sole and absolute discretion, to cease all operations of the Company except for the purpose of winding up and redeem all Public Shares prior to the Extended Date, and (iii) eliminate the limitation that the Company shall not redeem its Public Shares to the extent that such redemption would cause its net tangible assets to be less than $5,000,001.

In connection with the Special Meeting, stockholders holding an aggregate of 26,499,201 of the Public Shares exercised their right to redeem such shares. Following such redemptions, 8,000,799 Public Shares remained outstanding. Following the withdrawals from the trust account in connection with redemptions, $82,262,411 remained in the Trust Account of the approximately $355,377,322 that was in the Trust Account at the close of business on May 30, 2023, the record date for the Special Meeting.

In connection with the redemption, the Company recorded an excise tax liability of $2.7 million on the condensed balance sheet. To the extent the Company issues shares during the year ended December 31, 2023, including in connection with an Initial Business Combination, it likely will reduce the excise tax liability.

In June 2023, the Sponsor and the Company, entered into agreements (the “Non-Redemption Agreements”) with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 8,001,488 Public Shares (the “Non-Redeemed Shares”) at the Special Meeting. In exchange for the foregoing commitment to hold the Non-Redeemed Shares through the Special Meeting, the Sponsor agreed to transfer to such investors an aggregate of 2,000,372 shares of Class B common stock of the Company held by the Sponsor immediately following consummation of an Initial Business Combination. The Company estimated the fair value of the 2,000,372 shares of Class B common stock attributable to the non-redeeming stockholders to be $0.8 million, or $0.41 per share.

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Going Concern Considerations, Liquidity and Capital Resources

As of September 30, 2023, the Company does not have sufficient liquidity to meet its future obligations. As of September 30, 2023, the Company had a working capital deficit of approximately $7.9 million, current liabilities of approximately $8.6 million and cash of $56,597. For the three and nine months ended September 30, 2023, the Company had net income of $282,208 and $6,131,847, respectively.

The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these unaudited condensed financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an Initial Business Combination, the mandatory liquidation and subsequent dissolution along with the liquidity concerns raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management has determined that the Company has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Company until the completion of a potential business combination or up to the mandatory liquidation as stipulated in the Company’s amended and restated certificate of incorporation. The accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern.

The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price, or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third-party financing.

The Company has to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account deposits (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

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Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these unaudited condensed financial statements should be read in conjunction with the audited financial statements as of December 31, 2022 filed with the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022 as filed with the SEC on April 5, 2023. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023 and its results of operations and cash flows for the three and nine months ended September 30, 2023. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2023 and December 31, 2022, the Company had cash of $56,597 and $106,393, respectively. The Company had no cash equivalents as of September 30, 2023 and December 31, 2022.

Concentration of Credit Risk

The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

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Investments Held in Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of cash and money market funds, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in “Investment income from Trust Account” in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs of $1,368,588 consist principally of costs incurred in connection with formation and preparation for the Initial Public Offering. These costs, together with the underwriting discounts and commissions of $18,975,000, were charged to temporary equity upon completion of the Initial Public Offering and the Over-Allotment Closing. The Company classifies deferred underwriting compensation as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

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

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

At September 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:


Class A common stock subject to possible redemption – December 31, 2021	$	345,000,000
Accretion of carrying value to redemption value		2,919,667
Class A common stock subject to possible redemption – December 31, 2022		347,919,667
Accretion of carrying value to redemption value		3,814,678
Class A common stock subject to possible redemption – March 31, 2023		351,734,345
Redemptions		(272,458,808)
Accretion of carrying value to redemption value		3,081,988
Class A common stock subject to possible redemption – June 30, 2023		82,357,525
Accretion of carrying value to redemption value		806,166
Class A common stock subject to possible redemption – September 30, 2023	$	83,163,691

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Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets.

Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs: Significant inputs into the valuation model are unobservable.

As of September 30, 2023 and December 31, 2022, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. treasury securities with an original maturity of 185 days or less or investments in money market funds that are comprised of only U.S. treasury securities and are recognized at fair value.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities, if applicable, are classified in the condensed balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of September 30, 2023 and December 31, 2022, the Company’s derivative financial instruments were classified as equity.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law, which, among other things, will impose a 1% excise tax on certain repurchases (including certain redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations occurring after December 31, 2022.

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The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. For purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In connection with the redemption following the Special Meeting, the Company recorded an excise tax liability of $2.7 million within on the condensed balance sheet. To the extent the Company issues any shares during the year ended December 31, 2023, including in connection with an Initial Business Combination, such issuance will likely reduce the excise tax liability.

Net Income (Loss) per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings and losses per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,300,000 shares of Class A common stock in the aggregate. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock:


	For the Three Months Ended September 30,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss), as adjusted	$	135,807	$	146,401	$	815,119	$	203,780
Denominator:
Basic and diluted weighted average shares outstanding		8,000,799		8,625,000		34,500,000		8,625,000
Basic and diluted net income (loss) per share of common stock	$	0.02	$	0.02	$	0.02	$	0.02


	For the Nine Months Ended September 30,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss), as adjusted	$	4,571,922	$	1,559,925	$	(212,986)	$	(53,246)
Denominator:
Basic and diluted weighted average shares outstanding		25,278,666		8,625,000		34,500,000		8,625,000
Basic and diluted net income (loss) per share of common stock	$	0.18	$	0.18	$	(0.01)	$	(0.01)

Recent Accounting Pronouncements

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

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Note 3 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units at a price of $10.00 per unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

Note 4 — Private Placement Warrants

Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,235,000 Private Placement Warrants ($7,852,500 in the aggregate) in a Private Placement. Concurrently with the closing of the sale of the over-allotment Units on August 3, 2021, the Company consummated the private sale of an additional 600,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $900,000. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock 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 the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination.

Note 5 — Related Party Transactions

Founder Shares

The Company was formed in August 2020. In August 2020, Acropolis Infrastructure Acquisition Sponsor, L.P. subscribed for 1,990 shares of the Company’s Class B common stock for $19.90. Acropolis Infrastructure Acquisition Sponsor, L.P. distributed the shares to Apollo Principal Holdings III, L.P. in December 2020. Apollo Principal Holdings III, L.P. then distributed the shares to Acquisition Sponsor, L.P. on March 16, 2021. On February 22, 2021, the Company completed a stock reclassification of its Class B common stock and, as a result, 11,500,000 shares of the Company’s shares of Class B common stock were outstanding (the “Founder Shares”). On March 31, 2021, 50,000 Founder Shares were purchased from the Sponsor by each of the three independent director nominees at a purchase price of approximately $0.002 per share. The independent director nominees paid $300 in aggregate for 150,000 shares. In June 2021, the Sponsor forfeited 2,875,000 Founder Shares and, as a result, 8,625,000 shares of the Company’s Founder Shares were outstanding following such forfeiture.

The Founder Shares are identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering except that the Founder Shares are shares of Class B common stock which automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The number of Founder Shares issued in the share split was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 34,500,000 Units if the underwriters’ over-allotment option was exercised in full, and therefore that such Founder Shares would represent 20% of the issued and outstanding common stock after the Initial Public Offering.

The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

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As discussed in Note 1, the Sponsor has entered into Non-Redemption Agreements with several unaffiliated third parties that provide for the transfer of an aggregate of 2,000,372 Founder Shares from the Sponsor to such third parties immediately following the Company’s consummation of an Initial Business Combination. See Note 1 for further details regarding the Non-Redemption Agreements.

Promissory Notes

On July 27, 2021, the Sponsor agreed to loan the Company an aggregate of up to $1,200,000 to cover expenses related to the Initial Public Offering pursuant to an unsecured promissory note (the “July Note”). The July Note bears interest at a rate of 0.12% per annum and is payable on the date of an Initial Business Combination or the liquidation of the Company. As of September 30, 2023 and December 31, 2022, the outstanding balance under the July Note was $1,200,000.

On August 20, 2021, the Sponsor executed an unsecured promissory note (the “August Note”) to loan the Company an aggregate principal amount of $800,000. The August Note bears interest at a rate of 0.14% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. As of September 30, 2023 and December 31, 2022, the outstanding balance on the August Note was $800,000.

On March 18, 2022, the Sponsor executed an unsecured promissory note (the “March Note”) to loan the Company an aggregate principal amount of $1,000,000. The March Note bears interest at a rate of 0.14% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. As of September 30, 2023 and December 31, 2022, the outstanding balance on the March Note was $1,000,000.

On September 16, 2022, the Sponsor executed an unsecured promissory note (the “September Note” and together with the July Note, the August Note and the March Note, the “Notes”) to loan the Company an aggregate principal amount of $300,000. The September Note bears interest at a rate of 2.31% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. As of September 30, 2023 and December 31, 2022, the outstanding balance on the September Note was $300,000.

Related Party Loans

In addition, in order to finance transaction costs in connection with an Initial 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 an Initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of the funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination or, at the lenders’ discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants. At September 30, 2023 and December 31, 2022, there was no balance outstanding under the Working Capital Loans.

Advances from Related Party

An affiliate of the Sponsor paid certain formation and operating costs on behalf of the Company. During the three and nine months ended September 30, 2023 and 2022, the related party did not pay any expenses on behalf of the Company. As of September 30, 2023 and December 31, 2022, there was no balance due to the related party.

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Administrative Support Agreement

Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months. This agreement was amended on August 10, 2023 to provide that, rather than being payable for up to 27 months, the monthly payments paid by the Company to the Sponsor in the amount of $16,667, will be payable until the earlier of July 13, 2024, the completion of the Initial Business Combination or the Company’s liquidation. During both the three and nine months ended September 30, 2023 and 2022, the Company recorded an expense of $50,001 and $150,003, respectively, pursuant to this agreement which is included in “Administration fee-related party” on the condensed statements of operations.

Note 6 — Fair Value Measurements

The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

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


		As of		As of
Description	Level	September 30, 2023		December 31, 2022
Assets:
Marketable securities held in Trust Account	1	$	83,271,718	$	348,005,679

Note 7 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and Public Warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and Public Warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 30-day option from the date of the prospectus for the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On August 3, 2021, the Company consummated the sale of 4,500,000 over-allotment Units pursuant to the underwriters’ exercise of their over-allotment option.

The underwriters are entitled to a Deferred Discount of $0.35 per Unit, including the over-allotment Units. The Deferred Discount will become 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.

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Note 8 — Stockholders’ Deficit

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

Class A Common Stock

The authorized shares of common stock of the Company include 800,000,000 shares of Class A common stock with a par value of $0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s shares of common stock are entitled to one vote for each share of common stock. As of September 30, 2023 and December 31, 2022, respectively, there were 8,000,799 and 34,500,000 shares of Class A common stock outstanding, all of which are subject to possible conversion that were classified as temporary equity in the accompanying condensed balance sheets.

Class B Common Stock

The authorized shares of common stock of the Company include 199,000,000 shares of Class B common stock with a par value of $0.0001 per share. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of completion of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Initial Business Combination, the ratio at which shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). As of September 30, 2023 and December 31, 2022, there were 8,625,000 Founder Shares issued and outstanding.

Warrants

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Public Warrants. The Company will use its best 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 of the Public Warrants in accordance with the provisions of the public warrant agreement. Notwithstanding the foregoing, if the Company’s shares of common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation. As of

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September 30, 2023 and December 31, 2022, there were 17,300,000 warrants (5,800,000 Private Placement Warrants and 11,500,000 Public Warrants) outstanding.

The Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if, the last reported closing price of the Company’s shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders.

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and a current prospectus relating to those shares of common stock is available throughout the 30-day trading period referred to above.

If the Company calls the Public Warrants for redemption as described above, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis period,” as described in the Public Warrant agreement.

The exercise price and number of the shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of shares of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable and will be exercisable at the election of the holder on a “cashless basis.”

Neither the Private Placement Warrants nor Public Warrants contain any provisions that change dependent upon the characteristics of the holder of the warrant.

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required recognition or disclosure in the condensed financial statements.

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

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

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2023 (the “Annual Report”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our initial business combination (the “Initial Business Combination”) using cash from the proceeds of the initial public offering (the “Initial Public Offering”) and the sale of the private placement warrants (the “Private Placement Warrants”), our capital stock, debt or a combination of the foregoing.

The issuance of additional shares of common stock in connection with an Initial Business Combination to the owners of the target or other investors:

●

may significantly dilute the equity interest of existing investors, which dilution would increase if the anti-dilution provisions in the Class B common stock result in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock;

●

may subordinate the rights of holders of our common stock if shares of preferred stock are issued with rights senior to those afforded our common stock;

●

could cause a change in control if a substantial number of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

●

may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and

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●

may adversely affect prevailing market prices for our Class A common stock and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant indebtedness to bank or other lenders or the owners of a target, it could result in:

●

default and foreclosure on our assets if our operating revenues after an Initial Business Combination are insufficient to repay our debt obligations;

●

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

●

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

●

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

●

our inability to pay dividends on our common stock;

●

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes;

●

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

●

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

●

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

●

other purposes and other disadvantages compared to our competitors who have less debt.

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

On June 23, 2023, at the Special Meeting, our stockholders approved amendments to our amended and restated certificate of incorporation to (i) extend the date by which we must consummate our Initial Business Combination from July 13, 2023 to July 13, 2024, or such earlier date as determined by our board of directors in its sole and absolute discretion (the “Extended Date”), (ii) permit the Company’s board of directors, in its sole and absolute discretion, to cease all operations of the Company except for the purpose of winding up and redeem all Public Shares prior to the Extended Date, and (iii) eliminate the limitation that we shall not redeem Public Shares to the extent that such redemption would cause our net tangible assets to be less than $5,000,001.

In connection with the Special Meeting, stockholders holding an aggregate of 26,499,201 Public Shares exercised their right to redeem such shares. Following such redemptions, 8,000,799 Public Shares remain outstanding. Following the withdrawals from the trust account (the “Trust Account”) in connection with redemptions, $82,262,411 will remain in the Trust Account of the approximately $355,377,322 that was in the Trust Account at the close of business on May 30, 2023, the record date for the Special Meeting.

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Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities through September 30, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, day-to-day operations and identifying a target company for an Initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Initial Business Combination. We generate non-operating income in the form of interest income on investments held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2023, we had net income of $282,208, which consists of interest income on investments held in the Trust Account of $1,069,340, offset by operating costs of $569,734 and income tax provision of $213,175.

For the nine months ended September 30, 2023, we had net income of $6,131,847, which consists of interest income on investments held in the Trust Account of $9,940,721, offset by operating costs of $1,753,314 and income tax provision of $2,042,891.

For the three months ended September 30, 2022, we had a net income of $1,018,899, which consists of interest income on investments held in the Trust Account of $1,673,136, offset by operating costs of $472,400 and interest expense of $2,837.

For the nine months ended September 30, 2022, we had a net loss of $(266,232), which consists of operating costs of $2,296,556 and interest expense of $6,255, offset by interest income on investments held in the Trust Account of $2,215,579.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B common stock by the Sponsor and loans from our Sponsor. The closing of the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Placement Warrants generated gross proceeds of approximately $353.8 million.

On July 13, 2021, the Company closed its Initial Public Offering of 30,000,000 Units at $10.00 per Unit, generating gross proceeds of $300 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of 5,235,000 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $7,852,500. On August 3, 2021, the Company consummated the sale of 4,500,000 over-allotment Units pursuant to the underwriters’ exercise of their over-allotment option. Such over-allotment Units were sold at $10.00 per Unit, generating gross proceeds of $45,000,000. Substantially concurrently with the closing of the sale of the over-allotment Units, the Company consummated the private sale of an additional 600,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $900,000.

On June 23, 2023, at the Special Meeting, our stockholders approved amendments to our amended and restated certificate of incorporation, as described above under “—Overview.” In connection with the Special Meeting, stockholders holding an aggregate of 26,499,201 Public Shares exercised their right to redeem such shares. Following the withdrawals from the trust account in connection with redemptions, $82,262,411 remained in the Trust Account of the approximately $355,377,322 that was in the Trust Account at the close of business on May 30, 2023, the record date for the Special Meeting.

For the nine months ended September 30, 2023, cash used in operating activities was $2,265,670. Net income of $6,131,847 was affected by interest earned on investments held in the Trust Account of $9,940,721 and changes in operating assets and liabilities, which provided $1,543,204 in cash for operating activities.

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For the nine months ended September 30, 2022, cash used in operating activities was $1,626,326. This was primarily attributable to changes in operating assets and liabilities of $855,485, offset by a net loss of $266,232 and interest earned on investments held in the Trust Account of $2,215,579.

As of September 30, 2023 and December 31, 2022, we had cash and marketable securities held in the Trust Account of $83,271,718 and $348,005,679, respectively. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our Initial Business Combination. We may withdraw interest to pay our tax obligations. During the periods ended September 30, 2023 and 2022, we withdrew $2,215,875 and $45,000 from the Trust Account to pay our income and franchise taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2023 and December 31, 2022, we had cash of $56,597 and $106,393, respectively, outside of the Trust Account. We intend to use the funds held outside of the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an Initial Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an Initial Business Combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete an Initial Business Combination, we will repay such loaned amounts. In the event that an Initial Business Combination does not close, we may use a portion of the working capital held outside of the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.50 per warrant at the option of the lender.

Since the Initial Public Offering, we executed four promissory notes in the aggregate of $3,300,000 with our Sponsor in order to satisfy working capital requirements. See “Related Party Loans” in Note 5 to our condensed financial statements.

If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Initial Business Combination or because we become obligated to redeem a significant number of shares of our common stock upon consummation of our Initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Initial Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Initial Business Combination. If we are unable to complete our Initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Going Concern and Management’s Plan

As of September 30, 2023, we do not have sufficient liquidity to meet our future obligations. As of September 30, 2023, we had a working capital deficit of approximately $7.9 million, current liabilities of approximately $8.6 million and cash of $56,597. For the nine months ended September 30, 2023, we had net income of $6,131,846.

We do not have sufficient liquidity to meet our anticipated obligations over the next year from the date of issuance of these unaudited condensed financial statements. In connection with our assessment of going concern considerations in accordance with Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if we are unsuccessful in consummating an Initial Business Combination, the mandatory liquidation and subsequent dissolution along with the liquidity concerns raise substantial doubt about our ability to continue as a going concern. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management has determined that we have access to funds from the Sponsor that are sufficient to fund our working

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capital needs until the completion of a potential business combination or up to the mandatory liquidation as stipulated in our amended and restated certificate of incorporation. The accompanying unaudited condensed financial statements have been prepared in conformity with GAAP, which contemplate our continuation as a going concern.

Off-Balance Sheet Financing Arrangements

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

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $16,667 for office space, utilities, secretarial support and administrative services. We began incurring these fees on July 9, 2021. This agreement was amended on August 10, 2023 to provide that, rather than being payable for up to 27 months, the monthly payments paid by us to the Sponsor in the amount of $16,667, will be payable until the earlier of July 13, 2024, the completion of the Initial Business Combination or our liquidation.

The underwriters are entitled to a deferred fee of $12,075,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that we do not complete an Initial Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

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

Accounting policies, methods and estimates are an integral part of the condensed financial statements prepared by management and are based upon management’s current judgments. These judgments are normally based on knowledge and experience regarding past and current events and assumptions about future events. Certain accounting policies, methods and estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ from management’s current judgments. While there are a number of accounting policies, methods and estimates that affect our condensed financial statements, the areas that are particularly significant include use of estimates; Class A common stock subject to possible redemption; net income (loss) per share of common stock; and the fair value of assets and liabilities.

Our significant accounting policies are summarized in Note 2 to our condensed financial statements.

Recent Accounting Pronouncements

A list of recent accounting pronouncements that are relevant to us and our industry is included in Note 2 to our condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As of September 30, 2023, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

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Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

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

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2023 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.

Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

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

Unregistered Sales of Equity Securities

We have not sold any equity securities during the quarter ended September 30, 2023.

Use of Proceeds

On July 13, 2021, we consummated the initial public offering of 30,000,000 Units, each comprising of one share of Class A common stock, $0.0001 par value per share and one-third of one public warrant. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $300,000,000. Credit Suisse Securities (USA) LLC, Apollo Global Securities, LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Evercore Group L.L.C. acted as joint bookrunners of the offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-254409). The registration statement was declared effective on July 8, 2021.

Simultaneous with the consummation of the Initial Public Offering, we consummated the private placement of an aggregate of 5,235,000 Private Placement Warrants to our sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds of $7,852,500. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of an Initial Business Combination, subject to certain limited exceptions.

We paid a total of $6,000,000 in underwriting discounts and commissions and $1,350,948 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer up to $10,500,000 (or $12,075,000 if the underwriters’ over-allotment option is exercised in full) in underwriting discounts and commissions.

Of the gross proceeds received from the Initial Public Offering and the sale of the Private Placement Warrants, $300,000,000 was placed in the Trust Account established in connection with the Initial Public Offering.

The Company incurred approximately $17,850,948 of offering costs in connection with the Initial Public Offering, including $6,000,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $1,350,948 of other costs. There has been no material change in the planned use of proceeds from the Initial Public Offering as described in our final prospectus dated July 9, 2021, which was filed with the SEC.

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On June 23, 2023, at the Special Meeting, our stockholders approved amendments to our amended and restated certificate of incorporation, as described above under Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview.” In connection with the Special Meeting, stockholders holding an aggregate of 26,499,201 Public Shares exercised their right to redeem such shares. Following the withdrawals from the Trust Account in connection with redemptions, $82,262,411 remained in the Trust Account of the approximately $355,377,322 that was in the Trust Account at the close of business on May 30, 2023, the record date for the Special Meeting.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

Purchases of Equity Securities

We did not repurchase any shares of our equity securities during the quarter ended September 30, 2023.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits

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

No.		Description of Exhibit
3.1		Amended and Restated Certificate of Incorporation of Acropolis Infrastructure Acquisition Corp. (1)
3.2		Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation. (2)
3.3		Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation. (2)
3.4		Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation. (2)
3.5		Amended and Restated Bylaws of Acropolis Infrastructure Acquisition Corp. (1)
4.1		Specimen Unit Certificate. (3)
4.2		Specimen Class A Common Stock Certificate. (3)
4.3		Specimen Warrant Certificate. (3)
10.1		Amendment to Administrative Services Agreement. (4)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*	Filed herewith.

(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on July 14, 2021 and incorporated by reference herein.

(2)	Previously filed as an exhibit to our Current Report on Form 8-K filed on June 27, 2023 and incorporated by reference herein.

(3)	Previously filed as an exhibit to our Registration Statement on Form S-1 (File No. 333-254409) and incorporated by reference herein.

(4)	Previously filed as an exhibit to our Quarterly Report on Form 10-Q filed on August 14, 2023 and incorporated by reference herein.

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PART III SIGNATURES

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

	ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.

Date: November 13, 2023	By:	/s/ Sanjay Patel
		Name:	Sanjay Patel
		Title:	Chief Executive Officer
			(Principal Executive Officer)

Date: November 13, 2023	By:	/s/ James Crossen
		Name:	James Crossen
		Title:	Chief Financial Officer and Secretary
			(Principal Accounting Officer and Financial Officer)

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) UNDER THE

SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Sanjay Patel, certify that:

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

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

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

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

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

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

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

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

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

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

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


Date: November 13, 2023
	By:	/s/ Sanjay Patel
		Name: Sanjay Patel
		Title: Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) UNDER THE

SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, James Crossen, certify that:

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

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

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

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

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


Date: November 13, 2023
	By:	/s/ James Crossen
		Name: James Crossen
		Title: Chief Financial Officer and Secretary

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Acropolis Infrastructure Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Sanjay Patel, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

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

2.	To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.


Dated: November 13, 2023
	By:	/s/ Sanjay Patel
		Name: Sanjay Patel
		Title: Chief Executive Officer

*	The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

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

2.	To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.


Dated: November 13, 2023
	By:	/s/ James Crossen
		Name: James Crossen
		Title: Chief Financial Officer and Secretary

*	The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Nov. 13, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-40584
Entity Registrant Name	ACROPOLIS INFRASTRUCTURE ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2120451
Entity Address, Address Line One	9 West 57th Street, 42nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	515-3200
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001847891
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one public warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one public warrant
Trading Symbol	ACRO.U
Security Exchange Name	NYSE
Class A common stock
Document and Entity Information
Title of 12(b) Security	Class A common stock
Trading Symbol	ACRO
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		8,000,799
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		8,625,000
Warrants
Document and Entity Information
Title of 12(b) Security	Warrants
Trading Symbol	ACRO WS
Security Exchange Name	NYSE

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 56,597	$ 106,393
Prepaid expenses	605,307	424,370
Total current assets	661,904	530,763
Investments held in Trust Account	83,271,718	348,005,679
Total assets	83,933,622	348,536,442
Current liabilities:
Accounts payable and accrued expenses	2,509,266	785,125
Excise tax payable	2,724,588
Accrued offering costs	67,640	67,640
Notes payable	3,300,000	3,300,000
Total current liabilities	8,601,494	4,152,765
Deferred underwriting compensation	12,075,000	12,075,000
Total liabilities	20,676,494	16,227,765
Commitments and contingencies (Note 7)
Stockholders' deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(19,907,426)	(15,611,853)
Total stockholders' deficit	(19,906,563)	(15,610,990)
Total liabilities, temporary equity and stockholders' deficit	83,933,622	348,536,442
Class A common stock subject to possible redemption
Temporary equity:
Class A common stock subject to possible redemption (8,000,799 and 34,500,000 shares at $10.39 and $10.08 per share redemption value as of September 30, 2023 and December 31, 2022, respectively)	83,163,691	347,919,667
Class B common stock
Stockholders' deficit:
Common stock	$ 863	$ 863

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred shares, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0
Class A common stock
Common stock, par value, (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	800,000,000	800,000,000
Class A common stock subject to possible redemption
Class A common stock subject to possible redemption, outstanding (in shares)	8,000,799	34,500,000
Class A common stock subject to possible redemption price per share	$ 10.39	$ 10.08
Class A common stock not subject to possible redemption
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B common stock
Common stock, par value, (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	199,000,000	199,000,000
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
REVENUE	$ 0	$ 0	$ 0	$ 0
EXPENSES
Administration fee - related party	50,001	50,001	150,003	150,003
General and administrative	519,733	422,399	1,603,311	2,146,553
TOTAL EXPENSES	569,734	472,400	1,753,314	2,296,556
OTHER INCOME (EXPENSES)
Investment income from Trust Account	1,069,340	1,673,136	9,940,721	2,215,579
Interest expense	(4,223)	(2,837)	(12,669)	(6,255)
TOTAL OTHER INCOME (EXPENSES) - NET	1,065,117	1,670,299	9,928,052	2,209,324
Net income (loss) before income tax provision	495,383	1,197,899	8,174,738	(87,232)
Income tax provision	(213,175)	(179,000)	(2,042,891)	(179,000)
Net income (loss)	$ 282,208	$ 1,018,899	$ 6,131,847	$ (266,232)
Class A common stock
OTHER INCOME (EXPENSES)
Weighted average number of shares outstanding, basic	8,000,799	34,500,000	25,278,666	34,500,000
Weighted average number of shares outstanding, diluted	8,000,799	34,500,000	25,278,666	34,500,000
Basic net income (loss) per share	$ 0.02	$ 0.02	$ 0.18	$ (0.01)
Diluted net income (loss) per share	$ 0.02	$ 0.02	$ 0.18	$ (0.01)
Class B common stock
OTHER INCOME (EXPENSES)
Weighted average number of shares outstanding, basic	8,625,000	8,625,000	8,625,000	8,625,000
Weighted average number of shares outstanding, diluted	8,625,000	8,625,000	8,625,000	8,625,000
Basic net income (loss) per share	$ 0.02	$ 0.02	$ 0.18	$ (0.01)
Diluted net income (loss) per share	$ 0.02	$ 0.02	$ 0.18	$ (0.01)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($)	Common Stock Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2021	$ 863		$ (12,897,255)	$ (12,896,392)
Beginning balance (in shares) at Dec. 31, 2021	8,625,000
Increase (decrease) in Stockholders' equity (deficit)
Net income (loss)			(1,129,584)	(1,129,584)
Ending balance at Mar. 31, 2022	$ 863		(14,026,839)	(14,025,976)
Ending balance (in shares) at Mar. 31, 2022	8,625,000
Beginning balance at Dec. 31, 2021	$ 863		(12,897,255)	(12,896,392)
Beginning balance (in shares) at Dec. 31, 2021	8,625,000
Increase (decrease) in Stockholders' equity (deficit)
Net income (loss)				(266,232)
Ending balance at Sep. 30, 2022	$ 863		(15,168,506)	(15,167,643)
Ending balance (in shares) at Sep. 30, 2022	8,625,000
Beginning balance at Mar. 31, 2022	$ 863		(14,026,839)	(14,025,976)
Beginning balance (in shares) at Mar. 31, 2022	8,625,000
Increase (decrease) in Stockholders' equity (deficit)
Net income (loss)			(155,547)	(155,547)
Ending balance at Jun. 30, 2022	$ 863		(14,182,386)	(14,181,523)
Ending balance (in shares) at Jun. 30, 2022	8,625,000
Increase (decrease) in Stockholders' equity (deficit)
Accretion for Class A common stock to redemption amount			(2,005,019)	(2,005,019)
Net income (loss)			1,018,899	1,018,899
Ending balance at Sep. 30, 2022	$ 863		(15,168,506)	(15,167,643)
Ending balance (in shares) at Sep. 30, 2022	8,625,000
Beginning balance at Dec. 31, 2022	$ 863		(15,611,853)	(15,610,990)
Beginning balance (in shares) at Dec. 31, 2022	8,625,000
Increase (decrease) in Stockholders' equity (deficit)
Accretion for Class A common stock to redemption amount			(3,814,678)	(3,814,678)
Net income (loss)			3,377,049	3,377,049
Ending balance at Mar. 31, 2023	$ 863		(16,049,482)	(16,048,619)
Ending balance (in shares) at Mar. 31, 2023	8,625,000
Beginning balance at Dec. 31, 2022	$ 863		(15,611,853)	(15,610,990)
Beginning balance (in shares) at Dec. 31, 2022	8,625,000
Increase (decrease) in Stockholders' equity (deficit)
Net income (loss)				6,131,847
Ending balance at Sep. 30, 2023	$ 863		(19,907,426)	(19,906,563)
Ending balance (in shares) at Sep. 30, 2023	8,625,000
Beginning balance at Mar. 31, 2023	$ 863		(16,049,482)	(16,048,619)
Beginning balance (in shares) at Mar. 31, 2023	8,625,000
Increase (decrease) in Stockholders' equity (deficit)
Stockholder non-redemption agreements		$ (825,153)		(825,153)
Contribution by Sponsor		$ 825,153		825,153
Accretion for Class A common stock to redemption amount			(3,081,988)	(3,081,988)
Excise tax on redemption of Class A common stock			(2,724,588)	(2,724,588)
Net income (loss)			2,472,590	2,472,590
Ending balance at Jun. 30, 2023	$ 863		(19,383,468)	(19,382,605)
Ending balance (in shares) at Jun. 30, 2023	8,625,000
Increase (decrease) in Stockholders' equity (deficit)
Accretion for Class A common stock to redemption amount			(806,166)	(806,166)
Net income (loss)			282,208	282,208
Ending balance at Sep. 30, 2023	$ 863		$ (19,907,426)	$ (19,906,563)
Ending balance (in shares) at Sep. 30, 2023	8,625,000

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows From Operating Activities:
Net income (loss)	$ 6,131,847	$ (266,232)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income earned on investments held in Trust Account	(9,940,721)	(2,215,579)
Changes in operating assets and liabilities:
Prepaid expenses	(180,937)	589,268
Accounts payable and accrued expenses	1,724,141	266,217
Net Cash Used In Operating Activities	(2,265,670)	(1,626,326)
Cash Flows From Investing Activities:
Cash withdrawn from Trust Account	272,458,808
Cash withdrawn from Trust Account to pay taxes	2,215,874	45,001
Net Cash Provided By Investing Activities	274,674,682	45,001
Cash Flows From Financing Activities:
Redemptions	(272,458,808)
Proceeds from Notes payable		1,300,000
Net Cash Provided By (Used In) Financing Activities	(272,458,808)	1,300,000
Net change in cash	(49,796)	(281,325)
Cash at beginning of period	106,393	430,391
Cash at end of period	$ 56,597	$ 149,066

Description of Organization, Business Operations and Going Concern

9 Months Ended

Sep. 30, 2023

Description of Organization, Business Operations and Going Concern

Description of Organization, Business Operations and Going Concern

Note 1 — Description of Organization, Business Operations and Going Concern

Organization and General

Sponsor and Initial Public Offering

Trust Account

Initial Business Combination

Extension and Redemptions

Going Concern Considerations, Liquidity and Capital Resources

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risk

Investments Held in Trust Account

Offering Costs associated with the Initial Public Offering

Class A Common Stock Subject to Possible Redemption

At September 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:


Class A common stock subject to possible redemption – December 31, 2021	$	345,000,000
Accretion of carrying value to redemption value		2,919,667
Class A common stock subject to possible redemption – December 31, 2022		347,919,667
Accretion of carrying value to redemption value		3,814,678
Class A common stock subject to possible redemption – March 31, 2023		351,734,345
Redemptions		(272,458,808)
Accretion of carrying value to redemption value		3,081,988
Class A common stock subject to possible redemption – June 30, 2023		82,357,525
Accretion of carrying value to redemption value		806,166
Class A common stock subject to possible redemption – September 30, 2023	$	83,163,691

Fair Value of Financial Instruments

Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets.

Level 3 Inputs: Significant inputs into the valuation model are unobservable.

Derivative Financial Instruments

Income Taxes

Net Income (Loss) per Share of Common Stock

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock:


	For the Three Months Ended September 30,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss), as adjusted	$	135,807	$	146,401	$	815,119	$	203,780
Denominator:
Basic and diluted weighted average shares outstanding		8,000,799		8,625,000		34,500,000		8,625,000
Basic and diluted net income (loss) per share of common stock	$	0.02	$	0.02	$	0.02	$	0.02


	For the Nine Months Ended September 30,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss), as adjusted	$	4,571,922	$	1,559,925	$	(212,986)	$	(53,246)
Denominator:
Basic and diluted weighted average shares outstanding		25,278,666		8,625,000		34,500,000		8,625,000
Basic and diluted net income (loss) per share of common stock	$	0.18	$	0.18	$	(0.01)	$	(0.01)

Recent Accounting Pronouncements

Initial Public Offering

9 Months Ended

Sep. 30, 2023

Initial Public Offering

Initial Public Offering

Note 3 — Initial Public Offering

Private Placement Warrants

9 Months Ended

Sep. 30, 2023

Private Placement Warrants

Private Placement Warrants

Note 4 — Private Placement Warrants

Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions

Related Party Transactions

Note 5 — Related Party Transactions

Founder Shares

Promissory Notes

Related Party Loans

Advances from Related Party

Administrative Support Agreement

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Measurements

Fair Value Measurements

Note 6 — Fair Value Measurements


		As of		As of
Description	Level	September 30, 2023		December 31, 2022
Assets:
Marketable securities held in Trust Account	1	$	83,271,718	$	348,005,679

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies

Commitments and Contingencies

Note 7 — Commitments and Contingencies

Registration Rights

Underwriting Agreement

Stockholders' Deficit

9 Months Ended

Sep. 30, 2023

Stockholders' Deficit

Stockholders' Deficit

Note 8 — Stockholders’ Deficit

Preferred Stock

Class A Common Stock

Class B Common Stock

Warrants

September 30, 2023 and December 31, 2022, there were 17,300,000 warrants (5,800,000 Private Placement Warrants and 11,500,000 Public Warrants) outstanding.

The Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

Neither the Private Placement Warrants nor Public Warrants contain any provisions that change dependent upon the characteristics of the holder of the warrant.

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events

Subsequent Events

Note 9 — Subsequent Events

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risk

Investments Held in Trust Account

Offering Costs associated with the Initial Public Offering

Class A Common Stock Subject to Possible Redemption

At September 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:


Class A common stock subject to possible redemption – December 31, 2021	$	345,000,000
Accretion of carrying value to redemption value		2,919,667
Class A common stock subject to possible redemption – December 31, 2022		347,919,667
Accretion of carrying value to redemption value		3,814,678
Class A common stock subject to possible redemption – March 31, 2023		351,734,345
Redemptions		(272,458,808)
Accretion of carrying value to redemption value		3,081,988
Class A common stock subject to possible redemption – June 30, 2023		82,357,525
Accretion of carrying value to redemption value		806,166
Class A common stock subject to possible redemption – September 30, 2023	$	83,163,691

Fair Value of Financial Instruments

Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets.

Level 3 Inputs: Significant inputs into the valuation model are unobservable.

Derivative Financial Instruments

Income Taxes

Net Income (Loss) per Share of Common Stock

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock:


	For the Three Months Ended September 30,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss), as adjusted	$	135,807	$	146,401	$	815,119	$	203,780
Denominator:
Basic and diluted weighted average shares outstanding		8,000,799		8,625,000		34,500,000		8,625,000
Basic and diluted net income (loss) per share of common stock	$	0.02	$	0.02	$	0.02	$	0.02


	For the Nine Months Ended September 30,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss), as adjusted	$	4,571,922	$	1,559,925	$	(212,986)	$	(53,246)
Denominator:
Basic and diluted weighted average shares outstanding		25,278,666		8,625,000		34,500,000		8,625,000
Basic and diluted net income (loss) per share of common stock	$	0.18	$	0.18	$	(0.01)	$	(0.01)

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies

Schedule of reconciliation of class A common stock reflected in the balance sheets


Class A common stock subject to possible redemption – December 31, 2021	$	345,000,000
Accretion of carrying value to redemption value		2,919,667
Class A common stock subject to possible redemption – December 31, 2022		347,919,667
Accretion of carrying value to redemption value		3,814,678
Class A common stock subject to possible redemption – March 31, 2023		351,734,345
Redemptions		(272,458,808)
Accretion of carrying value to redemption value		3,081,988
Class A common stock subject to possible redemption – June 30, 2023		82,357,525
Accretion of carrying value to redemption value		806,166
Class A common stock subject to possible redemption – September 30, 2023	$	83,163,691

Schedule of basic and diluted net income (loss) per share of common stock


	For the Three Months Ended September 30,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss), as adjusted	$	135,807	$	146,401	$	815,119	$	203,780
Denominator:
Basic and diluted weighted average shares outstanding		8,000,799		8,625,000		34,500,000		8,625,000
Basic and diluted net income (loss) per share of common stock	$	0.02	$	0.02	$	0.02	$	0.02


	For the Nine Months Ended September 30,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock
Numerator:
Allocation of net income (loss), as adjusted	$	4,571,922	$	1,559,925	$	(212,986)	$	(53,246)
Denominator:
Basic and diluted weighted average shares outstanding		25,278,666		8,625,000		34,500,000		8,625,000
Basic and diluted net income (loss) per share of common stock	$	0.18	$	0.18	$	(0.01)	$	(0.01)

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Measurements

Schedule of company's assets that are measured at fair value on a recurring basis


		As of		As of
Description	Level	September 30, 2023		December 31, 2022
Assets:
Marketable securities held in Trust Account	1	$	83,271,718	$	348,005,679

Description of Organization, Business Operations and Going Concern (Details)				1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 23, 2023 USD ($) shares	Aug. 03, 2021 USD ($) $ / shares shares	Jul. 13, 2021 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	May 30, 2023 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Aug. 31, 2020 $ / shares
Description of Organization, Business Operations and Going Concern
Maturity term of U.S. government securities							185 days
Threshold business days for redemption of public shares							10 days
Interest to pay dissolution expenses							$ 100,000
Redemption limit percentage without prior consent							100
Condition for future business combination use of proceeds percentage							80
Condition For Future Business Combination Threshold Net Tangible Assets	$ 5,000,001
Investments held in Trust Account	82,262,411				$ 83,271,718		$ 83,271,718		$ 355,377,322	$ 348,005,679
Excise tax liability					2,724,588		2,724,588
Working capital deficit							7,900,000
Current liabilities					8,601,494		8,601,494			4,152,765
Cash					56,597		56,597			$ 106,393
Allocation of net income (loss), as adjusted - Basic					282,208		6,131,847
Accounts payable and accrued expenses
Description of Organization, Business Operations and Going Concern
Excise tax liability	$ 2,700,000				$ 2,700,000		$ 2,700,000
Class A Common Stock
Description of Organization, Business Operations and Going Concern
Common shares, par value (per share) \| $ / shares					$ 0.0001		$ 0.0001			$ 0.0001
Number of warrants issued \| shares					17,300,000		17,300,000
Allocation of net income (loss), as adjusted - Basic					$ 135,807	$ 815,119	$ 4,571,922	$ (212,986)
Class B common stock
Description of Organization, Business Operations and Going Concern
Common shares, par value (per share) \| $ / shares					$ 0.0001		$ 0.0001			$ 0.0001
Allocation of net income (loss), as adjusted - Basic					$ 146,401	$ 203,780	$ 1,559,925	$ (53,246)
Class B common stock \| Non-Redemption Agreements
Description of Organization, Business Operations and Going Concern
Number of shares transferred in exchange for Non-Redeemed Shares \| shares							2,000,372
Class A common stock subject to possible redemption
Description of Organization, Business Operations and Going Concern
Number of shares redeemed \| shares	26,499,201
Number of shares outstanding \| shares	8,000,799				8,000,799		8,000,799			34,500,000
Class A common stock subject to possible redemption \| Non-Redemption Agreements
Description of Organization, Business Operations and Going Concern
Non-Redeemed Shares \| shares				8,001,488
Sponsor \| Private Placement Warrants
Description of Organization, Business Operations and Going Concern
Number of warrants issued \| shares			5,235,000
Sponsor \| Class B common stock
Description of Organization, Business Operations and Going Concern
Shares previously subject to forfeiture \| shares		1,125,000
Sponsor \| Class B common stock \| Non-Redemption Agreements
Description of Organization, Business Operations and Going Concern
Number of shares transferred in exchange for Non-Redeemed Shares \| shares				2,000,372
Shares attributable to the non-redeeming stockholders				$ 800,000
Shares attributable to the non-redeeming stockholders price per share \| $ / shares				$ 0.41
Founder Shares \| Sponsor \| Class B common stock
Description of Organization, Business Operations and Going Concern
Over allotment Units sales price per Unit \| $ / shares											$ 19.90
Initial Public Offering
Description of Organization, Business Operations and Going Concern
Number of units sold \| shares			30,000,000
Common shares, par value (per share) \| $ / shares			$ 0.0001
Gross Proceeds			$ 300,000,000
Over allotment Units sales price per Unit \| $ / shares			$ 10.00
Private Placement \| Sponsor
Description of Organization, Business Operations and Going Concern
Proceeds from sale of Private Placement Warrants			$ 7,852,500
Private Placement \| Sponsor \| Private Placement Warrants
Description of Organization, Business Operations and Going Concern
Number of warrants issued \| shares		600,000	5,235,000
Purchase price per warrant \| $ / shares		$ 1.50	$ 1.50
Proceeds from sale of Private Placement Warrants			$ 7,852,500
Over-allotment option
Description of Organization, Business Operations and Going Concern
Number of units sold \| shares		4,500,000
Gross Proceeds		$ 45,000,000
Over allotment Units sales price per Unit \| $ / shares		$ 10.00
Total of over allotment option and sale of additional private placement warrants		$ 345,000,000
Underwriters' deferred discount		$ 12,075,000
Over-allotment option \| Sponsor \| Private Placement Warrants
Description of Organization, Business Operations and Going Concern
Purchase price per warrant \| $ / shares		$ 1.50
Proceeds from sale of Private Placement Warrants		$ 900,000

Summary of Significant Accounting Policies - Cash and cash equivalents (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Cash	$ 56,597	$ 106,393
Cash equivalents	$ 0	$ 0

Summary of Significant Accounting Policies - Offering costs associated with the initial public offering (Details) - Initial Public Offering	9 Months Ended
	Sep. 30, 2023 USD ($)
Summary of Significant Accounting Policies
Offering costs	$ 1,368,588
Underwriting discounts and commissions	$ 18,975,000

Summary of Significant Accounting Policies - Class A Common stock subject to possible Redemption (Details) - Class A common stock subject to possible redemption - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Summary of significant accounting policies
Class A common stock subject to possible redemption	$ 82,357,525	$ 351,734,345	$ 347,919,667	$ 345,000,000
Accretion of carrying value to redemption value	806,166	3,081,988	3,814,678	2,919,667
Redemptions		(272,458,808)
Class A common stock subject to possible redemption	$ 83,163,691	$ 82,357,525	$ 351,734,345	$ 347,919,667

Summary of Significant Accounting Policies - Income Taxes, basic and diluted net Loss per share of common stock (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 23, 2023	Dec. 31, 2022
Income Taxes
Unrecognized tax benefits	$ 0		$ 0			$ 0
Unrecognized tax benefits accrued for interest and penalties	0		0			$ 0
Excise tax liability	2,724,588		2,724,588
Numerator:
Allocation of net income (loss), as adjusted - Basic	282,208		6,131,847
Accounts payable and accrued expenses
Income Taxes
Excise tax liability	$ 2,700,000		$ 2,700,000		$ 2,700,000
Class A Common Stock
Net Loss Per Share of Common Stock
Number of warrants issued	17,300,000		17,300,000
Numerator:
Allocation of net income (loss), as adjusted - Basic	$ 135,807	$ 815,119	$ 4,571,922	$ (212,986)
Allocation of net income (loss), as adjusted - Diluted	$ 135,807	$ 815,119	$ 4,571,922	$ (212,986)
Denominator:
Weighted average shares outstanding, basic	8,000,799	34,500,000	25,278,666	34,500,000
Weighted average shares outstanding, diluted	8,000,799	34,500,000	25,278,666	34,500,000
Basic net income (loss) per share	$ 0.02	$ 0.02	$ 0.18	$ (0.01)
Diluted net income (loss) per share	$ 0.02	$ 0.02	$ 0.18	$ (0.01)
Class B Common Stock
Numerator:
Allocation of net income (loss), as adjusted - Basic	$ 146,401	$ 203,780	$ 1,559,925	$ (53,246)
Allocation of net income (loss), as adjusted - Diluted	$ 146,401	$ 203,780	$ 1,559,925	$ (53,246)
Denominator:
Weighted average shares outstanding, basic	8,625,000	8,625,000	8,625,000	8,625,000
Weighted average shares outstanding, diluted	8,625,000	8,625,000	8,625,000	8,625,000
Basic net income (loss) per share	$ 0.02	$ 0.02	$ 0.18	$ (0.01)
Diluted net income (loss) per share	$ 0.02	$ 0.02	$ 0.18	$ (0.01)

Initial Public Offering (Details) - $ / shares	Aug. 03, 2021	Jul. 13, 2021
Initial Public Offering
Initial Public Offering
Number of units sold		30,000,000
Over allotment Units sales price per Unit		$ 10.00
Initial Public Offering \| Public Warrants
Initial Public Offering
Number of warrants in a unit		0.33
Initial Public Offering \| Class A Common Stock
Initial Public Offering
Number of shares in a unit		1
Initial Public Offering \| Class A Common Stock \| Public Warrants
Initial Public Offering
Number of shares issuable per warrant		1
Exercise price of warrants		$ 11.50
Over-allotment option
Initial Public Offering
Number of units sold	4,500,000
Over allotment Units sales price per Unit	$ 10.00

Private Placement Warrants (Details) - USD ($)			9 Months Ended
Private Placement Warrants (Details) - USD ($)	Aug. 03, 2021	Jul. 13, 2021	Sep. 30, 2023
Private Placement Warrants
Private Placement Warrants
Warrant exercise period condition one			30 days
Public Warrants
Private Placement Warrants
Warrant exercise period condition one			30 days
Sponsor \| Private Placement Warrants
Private Placement Warrants
Number of warrants issued		5,235,000
Class A Common Stock
Private Placement Warrants
Number of warrants issued			17,300,000
Class A Common Stock \| Private Placement Warrants
Private Placement Warrants
Number of shares per warrant	1
Exercise price of warrants	$ 11.50
Private Placement \| Sponsor
Private Placement Warrants
Proceeds from sale of Private Placement Warrants		$ 7,852,500
Private Placement \| Sponsor \| Private Placement Warrants
Private Placement Warrants
Number of warrants issued	600,000	5,235,000
Proceeds from sale of Private Placement Warrants		$ 7,852,500
Purchase price per warrant	$ 1.50	$ 1.50
Over-allotment option \| Sponsor \| Private Placement Warrants
Private Placement Warrants
Proceeds from sale of Private Placement Warrants	$ 900,000
Additional units sold of shares	600,000
Purchase price per warrant	$ 1.50

Related Party Transactions - Founder Shares (Details)		1 Months Ended		9 Months Ended
Related Party Transactions - Founder Shares (Details)	Mar. 31, 2021 USD ($) director $ / shares shares	Jun. 30, 2023 shares	Aug. 31, 2020 $ / shares shares	Sep. 30, 2023 D $ / shares shares	Dec. 31, 2022 shares	Jun. 30, 2021 shares	Feb. 22, 2021 shares
Class B Common Stock
Related Party Transactions
Common stock, shares outstanding				8,625,000	8,625,000
Class B Common Stock \| Non-Redemption Agreements
Related Party Transactions
Number of shares transferred in exchange for Non-Redeemed Shares				2,000,372
Sponsor \| Class B Common Stock \| Non-Redemption Agreements
Related Party Transactions
Number of shares transferred in exchange for Non-Redeemed Shares		2,000,372
Independent Director \| Class B Common Stock
Related Party Transactions
Number of independent directors who purchased Founder Shares from Sponsor \| director	3
Founder Shares \| Sponsor
Related Party Transactions
Aggregate number of shares owned				34,500,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20.00%
Restrictions on transfer period of time after business combination completion				1 year
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D				20
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				30 days
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				150 days
Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transactions
Number of shares issued			1,990
Share issue price \| $ / shares			$ 19.90
Common stock, shares outstanding						8,625,000	11,500,000
Number of shares forfeited						2,875,000
Founder Shares \| Sponsor \| Class A Common Stock
Related Party Transactions
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares				$ 12.00
Founder Shares \| Independent Director \| Class B Common Stock
Related Party Transactions
Share issue price \| $ / shares	$ 0.002
Number of Founder Shares purchased by each independent director	50,000
Issuance of Class B common stock to Sponsor \| $	$ 300
Aggregate number of Founder Shares purchased by independent directors	150,000

Related Party Transactions - Promissory Note (Details) - USD ($)	Sep. 16, 2022	Aug. 20, 2021	Sep. 30, 2023	Dec. 31, 2022	Mar. 18, 2022	Jul. 27, 2021
Related Party Transactions
Notes payable			$ 3,300,000	$ 3,300,000
July Note \| Sponsor
Related Party Transactions
Maximum borrowing capacity of related party promissory note						$ 1,200,000
Interest rate						0.12%
Notes payable			1,200,000	1,200,000
August Note \| Sponsor
Related Party Transactions
Interest rate		0.14%
Notes payable			800,000	800,000
Proceeds from related party debt		$ 800,000
March Note \| Sponsor
Related Party Transactions
Maximum borrowing capacity of related party promissory note					$ 1,000,000
Interest rate					0.14%
Notes payable			1,000,000	1,000,000
September Note \| Sponsor
Related Party Transactions
Interest rate	2.31%
Notes payable			$ 300,000	$ 300,000
Proceeds from related party debt	$ 300,000

Related Party Transactions - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended		21 Months Ended
	Aug. 10, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Dec. 31, 2022
Related Party Transactions
Outstanding balance of related party loan		$ 3,300,000		$ 3,300,000		$ 3,300,000	$ 3,300,000
Administration fee - related party		50,001	$ 50,001	150,003	$ 150,003	150,003
Related Party Loans, Working Capital
Related Party Transactions
Loan conversion agreement warrant		2,000,000		2,000,000		2,000,000
Related Party Loans, Working Capital \| Sponsor
Related Party Transactions
Outstanding balance of related party loan		0		0		0	0
Advances from Related Party \| Affiliate of the Sponsor
Related Party Transactions
Amount of expenses paid		0	$ 0	0	$ 0
Due to related parties		$ 0		0		$ 0	$ 0
Administrative Support Agreement \| Sponsor
Related Party Transactions
Expenses per month	$ 16,667			$ 16,667
Term of agreement				27 months

Fair Value Measurements (Details) - USD ($)	Sep. 30, 2023	Jun. 23, 2023	May 30, 2023	Dec. 31, 2022
Assets:
Marketable securities held in Trust Account	$ 83,271,718	$ 82,262,411	$ 355,377,322	$ 348,005,679
Level 1 \| Recurring
Assets:
Marketable securities held in Trust Account	$ 83,271,718			$ 348,005,679

Commitments and Contingencies (Details) - Over-allotment option	Aug. 03, 2021 $ / shares shares
Commitments and Contingencies
Underwriting option period	30 days
Maximum number of units which may be purchased by the underwriters during the option period	4,500,000
Number of units sold	4,500,000
Deferred fee per unit \| $ / shares	$ 0.35

Stockholders' Deficit - Preferred Stock (Details) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Stockholders' Deficit
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Stockholders' Deficit - Common Stock (Details)	9 Months Ended
Stockholders' Deficit - Common Stock (Details)	Sep. 30, 2023 Vote $ / shares shares	Jun. 23, 2023 shares	Dec. 31, 2022 $ / shares shares
Class A Common Stock
Stockholders' Deficit
Common shares, shares authorized (in shares)	800,000,000		800,000,000
Common shares, par value (per share) \| $ / shares	$ 0.0001		$ 0.0001
Common shares, votes per share \| Vote	1
Class A common stock subject to possible redemption
Stockholders' Deficit
Class A common stock subject to possible redemption, outstanding (in shares)	8,000,799	8,000,799	34,500,000
Class B Common Stock
Stockholders' Deficit
Common shares, shares authorized (in shares)	199,000,000		199,000,000
Common shares, par value (per share) \| $ / shares	$ 0.0001		$ 0.0001
Stock split conversion ratio	1
Ratio to be applied to the stock in the conversion	20
Common shares, shares issued (in shares)	8,625,000		8,625,000
Common shares, shares outstanding (in shares)	8,625,000		8,625,000

Stockholders' Deficit - Warrants (Details)	9 Months Ended
Stockholders' Deficit - Warrants (Details)	Sep. 30, 2023 D $ / shares shares	Dec. 31, 2022 shares
Stockholders' Deficit
Warrants outstanding	17,300,000	17,300,000
Private Placement Warrants
Stockholders' Deficit
Warrant exercise period condition one	30 days
Warrants outstanding	5,800,000	5,800,000
Public Warrants
Stockholders' Deficit
Warrant exercise period condition one	30 days
Warrant exercise period condition two	12 months
Maximum period after business combination in which to file registration statement	15 days
Public warrants expiration term	5 years
Warrants outstanding	11,500,000	11,500,000
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Stockholders' Deficit
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Warrant redemption condition minimum share price \| $ / shares	$ 18.00
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants \| D	30
Number of trading days on which fair market value of shares is reported \| D	30