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 quarterly period 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: 001-39975

JAWS MUSTANG ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

98-1564586

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1601 Washington Avenue, Suite 800

Miami Beach, FL 33139

(Address of principal executive offices)

(305) 695-5500

(Issuer’s telephone number)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fourth of one redeemable warrant	JWSM.U	NYSE American LLC
Class A Ordinary Shares included as part of the units	JWSM	NYSE American LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	JWSM WS	NYSE American LLC

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

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

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


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

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

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

As of November 8, 2023, there were 2,103,614 Class A ordinary shares, $0.0001 par value and 25,875,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

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JAWS MUSTANG ACQUISITION CORPORATION

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

TABLE OF CONTENTS

		Page

Part I. Financial Information		1

Item 1.	Condensed Interim Financial Statements	1

	Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1

	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2023 and 2022	3

	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

Part II. Other Information		25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

Part III. Signature		27

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PART I - FINANCIAL INFORMATION

Item 1. Condensed Interim Financial Statements.

JAWS MUSTANG ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS


	September 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
Current assets:
Cash	$	210,616	$	116,808
Prepaid expenses		68,556		30,802
Total Current Assets		279,172		147,610

Cash and investments held in Trust Account		22,786,141		1,050,320,264
TOTAL ASSETS	$	23,065,313	$	1,050,467,874

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	3,509,877	$	3,804,109
Total Current Liabilities		3,509,877		3,804,109

Promissory note - related party		500,000		—
Working capital loan - related party		500,000		—
Warrant liabilities		1,489,000		2,605,750
Deferred underwriting fee payable		—		36,225,000
Total Liabilities		5,998,877		42,634,859

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 2,103,614 and 103,500,000 shares at approximately $10.83 and $10.15 per share redemption value as of September 30, 2023 and December 31, 2022, respectively		22,786,141		1,050,320,264

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class B ordinary shares, $0.0001 par value; 60,000,000 shares authorized; 25,875,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022		2,588		2,588
Additional paid-in capital		—		—
Accumulated deficit		(5,722,293)		(42,489,837)
Total Shareholders’ Deficit		(5,719,705)		(42,487,249)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	23,065,313	$	1,050,467,874

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

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JAWS MUSTANG ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
General and administrative expenses	$	397,411	$	294,749	$	1,270,115	$	5,342,662
Forgiveness of previously recorded liabilities		(695,909)		(1,243,201)		(695,909)		(1,243,201)
Gain (loss) from operations		298,498		948,452		(574,206)		(4,099,461)

Other income:
Gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities		311,527		—		778,818		—
Interest earned on cash and marketable investments held in Trust Account		215,939		4,641,072		4,494,841		6,387,071
Change in fair value of warrant liabilities		372,250		5,583,750		1,116,750		34,673,730
Other income		899,716		10,224,822		6,390,409		41,060,801

Net income	$	1,198,214	$	11,173,274	$	5,816,203	$	36,961,340

Weighted average shares outstanding of Class A ordinary shares redeemable shares		2,103,614		103,500,000		15,150,943		103,500,000
Basic and diluted net income per share, Class A ordinary shares redeemable shares	$	0.04	$	0.09	$	0.14	$	0.29
Weighted average shares outstanding of Class B ordinary shares non-redeemable shares		25,875,000		25,875,000		25,875,000		25,875,000
Basic and diluted net income per share, Class B ordinary shares non-redeemable shares	$	0.04	$	0.09	$	0.14	$	0.29

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

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JAWS MUSTANG ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated			Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2023	—	$	—	25,875,000	$	2,588	$	—	$	(42,489,837)	$	(42,487,249)

Accretion for Class A ordinary shares subject to possible redemption	—		—	—		—		—		17,192,412		17,192,412

Net income	—		—	—		—		—		2,407,448		2,407,448

Balance — March 31, 2023 (unaudited)	—		—	25,875,000		2,588		—		(22,889,977)		(22,887,389)

Accretion for Class A ordinary shares subject to possible redemption	—		—	—		—		—		(203,605)		(203,605)

Net income	—		—	—		—		—		2,210,541		2,210,541

Balance — June 30, 2023 (unaudited)	—		—	25,875,000		2,588		—		(20,883,041)		(20,880,453)

Accretion for Class A ordinary shares subject to possible redemption	—		—	—		—		—		13,962,534		13,962,534

Net income	—		—	—		—		—		1,198,214		1,198,214

Balance — September 30, 2023 (unaudited)	—	$	—	25,875,000	$	2,588	$	—	$	(5,722,293)	$	(5,719,705)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2022	—	$	—	25,875,000	$	2,588	$	—	$	(73,873,162)	$	(73,870,574)

Net income	—		—	—		—		—		15,782,128		15,782,128

Balance - March 31, 2022 (unaudited)	—		—	25,875,000		2,588		—		(58,091,034)		(58,088,446)

Change in value of Class A ordinary shares subject to redemption	—		—	—		—		—		(1,958,702)		(1,958,702)

Net income	—		—	—		—		—		10,005,938		10,005,938

Balance — June 30, 2022 (unaudited)	—		—	25,875,000		2,588		—		(50,043,798)		(50,041,210)

Change in value of Class A ordinary shares subject to redemption	—		—	—		—		—		(4,641,072)		(4,641,072)

Net income	—		—	—		—		—		11,173,274		11,173,274

Balance — September 30, 2022 (unaudited)	—	$	—	25,875,000	$	2,588	$	—	$	(43,511,596)	$	(43,509,008)

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

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JAWS MUSTANG ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


	For the Nine Months Ended
	September 30,
	2023		2022
Cash Flows from Operating Activities:
Net income	$	5,816,203	$	36,961,340
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities		(1,116,750)		(34,673,730)
Gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities		(778,818)		—
Interest earned on cash and investments held in Trust Account		(4,494,841)		(6,387,071)
Changes in operating assets and liabilities:
Prepaid expenses		(37,754)		(82,741)
Accrued expenses		(294,232)		3,258,924
Net cash used in operating activities		(906,192)		(923,278)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to redeem Public Shares		1,032,028,964		—
Net cash provided by investing activities		1,032,028,964		—

Cash Flows from Financing Activities:
Proceeds from promissory note - related party		500,000		—
Proceeds from convertible promissory note		500,000		—
Redemption of ordinary shares		(1,032,028,964)		—
Net cash used in financing activities		(1,031,028,964)		—

Net Change in Cash		93,808		(923,278)
Cash – Beginning of period		116,808		1,123,063
Cash – End of period	$	210,616	$	199,785

Supplemental disclosure of noncash activities:
Extinguishment of deferred underwriting commissions allocated to Public Shares	$	(35,446,182)	$	—

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

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JAWS MUSTANG ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

JAWS Mustang Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 19, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities that the Company has not yet identified (a “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.

As of September 30, 2023, the Company had not commenced any operations. All activity through September 30, 2023 relates to the Company’s formation, the initial public offering (“IPO”), which is described below, and subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO.

The registration statement for the Company’s IPO was declared effective on February 1, 2021. On February 4, 2021, the Company consummated the IPO of 103,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 13,500,000 Units, at $10.00 per Unit, generating gross proceeds of $1,035,000,000 which is described in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the sale of 11,350,000 warrants (the “Private Placement Warrants”) at a price of $2.00 per Private Placement Warrant in a private placement to Mustang Sponsor LLC (the “Sponsor”), generating gross proceeds of $22,700,000, which is described in Note 4.

Transaction costs amounted to $57,010,008, consisting of $19,800,000 of underwriting fees, net of $900,000 reimbursed from the underwriters, $36,225,000 of deferred underwriting fees (see Note 6) and $985,008 of other offering costs.

On March 14, 2023, the Company voluntarily delisted from the New York Stock Exchange and listed on NYSE American LLC (“NYSE American”). The transfer to NYSE American was motivated by several factors, including more favorable thresholds for continued listing on NYSE American. Following the transfer, the Company continues to file the same types of periodic reports and other information it currently files with the Securities and Exchange Commission (the “SEC”).

Following the closing of the IPO on February 4, 2021, an amount of $1,035,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

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JAWS MUSTANG ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus related to the IPO. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

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

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to provide holders of Class A ordinary shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete a Business Combination by February 4, 2024 or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.

The Company initially had until February 4, 2023 to consummate a Business Combination. On February 1, 2023, the Company held an extension meeting where the deadline to complete a Business Combination was extended from February 4, 2023 to February 4, 2024 (the “Combination Period”). In connection with the extension vote 101,396,386 Class A ordinary shares were redeemed for an aggregate redemption amount of $1,032,028,964, which could impact the Company’s ability to consummate a Business Combination by February 4, 2024. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

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JAWS MUSTANG ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of September 30, 2023, the Company had operating cash of $210,616 and a working capital deficit of $3,230,705. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay such loaned amounts. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Company’s Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $2.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants. On January 19, 2023, the Company issued a convertible promissory note (the “working capital loan – related party”) in the principal amount of up to $500,000 to Mustang Sponsor LLC (the “Payee”). As of September 30, 2023, there was $500,000 outstanding under this working capital loan – related party and no amounts available for withdrawal.

On August 8, 2023, the Company entered into a promissory note (the “Note”) with the Sponsor. The Note provides up to $500,000 for withdrawal and does not incur interest. The Note is due upon the earlier of the closing of a Business Combination or wind up. The Company borrowed the full $500,000 on August 8, 2023 and no further borrowings are available under this Note as of September 30, 2023.

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JAWS MUSTANG ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these unaudited condensed financial statements if a Business Combination is not consummated. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until February 4, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 4, 2024. Management intends to complete a Business Combination prior to the February 4, 2024 mandatory liquidation date.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 1, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

Use of Estimates

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

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

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

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Cash and Investments Held in Trust Account

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

Offering Costs

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs were allocated on a relative fair value basis between shareholders’ equity (deficit) and expense. The portion of offering costs allocated to the Public Warrants has been charged to expense. The portion of offering costs allocated to the public shares has been charged to temporary equity. Upon completion of the IPO on February 1, 2021, offering costs totaled $57,010,008 (consisting of $19,800,000 of underwriting fees, net of $900,000 reimbursed from the underwriters, $36,225,000 of deferred underwriting fees and $985,008 of other offering costs), of which $1,234,321 was charged to the unaudited condensed statements of operations upon the completion of the IPO and $55,775,687 was charged to temporary equity and accreted to additional paid-in capital (to the extent available) and shareholders’ deficit.

Ordinary Shares Subject to Possible Redemption

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

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit.

In connection with the extension vote, 101,396,386 Class A ordinary shares were redeemed for an aggregate redemption amount of $1,032,028,964, as reflected in the below table.

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

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


Gross proceeds	$	1,035,000,000
Less:
Proceeds allocated to Public Warrants		(22,252,500)
Class A ordinary shares issuance costs		(55,775,687)
Plus:
Accretion of carrying value to redemption value		93,348,451
Class A ordinary shares subject to possible redemption, December 31, 2022		1,050,320,264
Less:
Redemptions		(1,032,028,964)
Accretion of carrying value to redemption value		(17,192,412)
Plus:
Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption		21,267,709
Class A ordinary shares subject to possible redemption, March 31, 2023		22,366,597
Plus:
Accretion of carrying value to redemption value		203,605
Class A ordinary shares subject to possible redemption, June 30, 2023		22,570,202
Less:
Accretion of carrying value to redemption value		(13,962,534)
Plus:
Waiver of Class A share issuance costs		14,178,473
Class A ordinary shares subject to possible redemption, September 30, 2023	$	22,786,141

Warrant Liabilities

As disclosed in Note 3, pursuant to the IPO, the Company sold 103,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant (“Public Warrant”), equating to 25,875,000 Public Warrants issued. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 9). Simultaneously with the closing of its IPO, the Company consummated the sale of 11,350,000 Private Placement Warrants at a price of $2.00 per warrant in a private placement to Sponsor. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9).

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that so long as the Private Placement Warrants are held by the Sponsor or any of its Permitted Transferees, the Private Placement Warrants (i) may be exercised for cash or on a “cashless basis”, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company when the class A ordinary shares equal or exceeds $18.00, and (iv) shall only be redeemable by the Company when the class A ordinary shares are less than $18.00 per share, subject to certain adjustments (see Note 9).

The Company evaluated the Public Warrants and Private Placement Warrants and concluded that they do not meet the criteria to be classified as shareholders’ equity (deficit) in accordance with ASC 815-40, “Derivatives and Hedging–Contracts in Entity’s Own Equity”. Specifically, the warrant agreement allows for the exercise of the Public Warrants and Private Placement Warrants to be settled in cash upon a tender offer where the maker of the offer owns beneficially more than 50% of the Class A shares following the tender offer. This provision precludes the warrants from being classified as shareholders’ equity (deficit) as not all of the Company’s shareholders need to participate in such a tender offer to trigger the potential cash settlement. As the Public Warrants and Private Placement Warrants also meet the definition of a derivative under ASC 815, upon completion of the IPO, the Company recorded these warrants as liabilities on its balance sheets, with subsequent changes in their respective fair values recognized in the unaudited condensed statements of operations at each reporting date. In accordance with ASC 825-10, “Financial Instruments”, the Company has concluded

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

that a portion of the transaction costs, which are directly related to the IPO and Private Placement, would be allocated to the warrants based on their relative fair value against total proceeds, and recognized as transaction costs in the unaudited condensed statements of operations.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the net income of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted net income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 37,225,000 Class A ordinary shares in the aggregate. For the three months ended September 30, 2023 and 2022, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share:


	Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
	September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Numerator:
Allocation of net income	$	90,090	$	1,108,124	$	8,938,619	$	2,234,655	$	2,147,933	$	3,668,270	$	29,569,072	$	7,392,268
Denominator:
Basic and diluted weighted average shares outstanding		2,103,614		25,875,000		103,500,000		25,875,000		15,150,943		25,875,000		103,500,000		25,875,000
Basic and diluted net income per ordinary share	$	0.04	$	0.04	$	0.09	$	0.09	$	0.14	$	0.14	$	0.29	$	0.29

Risks and Uncertainties

The impact of current conflicts around the globe, including Russia’s invasion of Ukraine and the Israel-Hamas war, and related sanctions, on the world economy is not determinable as of the date of these unaudited condensed financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage 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, result of operations and cash flows.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than the warrant liabilities (see Note 10).

Recent Accounting Standards

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

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the IPO, the Company sold 103,500,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 13,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fourth of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 11,350,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant, for an aggregate purchase price of $22,700,000 in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

As of October 23, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”). On October 28, 2020, the Company effected a share dividend of 8,625,000 shares and on January 13, 2021 and February 1, 2021, the Company effected share dividends of 4,312,500 shares each, resulting in there being an aggregate of 25,875,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 3,375,000 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted basis, 20% of the Company’s issued and outstanding ordinary shares after the IPO. As a result of the underwriters’ election to fully exercise their over-allotment option on February 4, 2021, no Founder Shares are currently subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on February 1, 2021 through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. For the three and nine months ended September 30, 2023, the Company incurred $30,000 and $90,000 in fees for these services, respectively. For the three and nine months ended September 30, 2022, the Company incurred and paid $30,000 and $90,000 in fees for these services, respectively. There are amounts of $70,000 and $0 included in accrued expenses for these services at September 30, 2023 and December 31, 2022, respectively.

Related Party Loans

Working Capital Loans – Related Party

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $2.00 per warrant. The warrants would be identical to the Private Placement Warrants. On January 19, 2023, the Company issued a promissory note (the “working capital loan – related party”) in the principal amount of up to $500,000 to Mustang Sponsor LLC (the “Payee”). The working capital loan – related party was issued in connection with advances the Payee has made, and may make in the future, to the Company for expenses incurred by the Company and reasonably related to working capital purposes. The working capital loan – related party bears no interest and is due and payable upon the consummation of the Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization or Business Combination. In the event that the Company does not consummate a Business Combination, the working capital loan – related party will be repaid only from amounts, if any, remaining outside of the trust account established in connection with the initial public offering of the Company’s securities.

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SEPTEMBER 30, 2023

At the election of the Payee, all or a portion of the unpaid principal amount of the working capital loan – related party may be converted into warrants of the Company (“Warrants”), at a price of $2.00 per warrant, each warrant exercisable for one Class A ordinary share, $0.0001 par value per share, of the Company. The Warrants shall be identical to the private placement warrants issued to the Sponsor at the time of the Company’s initial public offering. The working capital promissory note – related party was accounted for using the bifurcation method, and was determined that the conversion feature was de minimis and was recorded at par value.

As of September 30, 2023 and December 31, 2022, there were amounts of $500,000 and $0 outstanding under the Working Capital Loans, respectively.

On August 8, 2023, the Company entered into a Note with the Sponsor. The Note provides up to $500,000 for withdrawal and does not incur interest. The Note is due upon the earlier of the closing of a Business Combination or wind up. The Company borrowed the full $500,000 on August 8, 2023, and no further borrowings are available under this Note as of September 30, 2023.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration and Shareholders’ Rights

Pursuant to a registration and shareholders rights agreement entered into on February 1, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provision resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $36,225,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On February 14, 2023 and February 16, 2023, the Company was notified by BofA Securities, Inc. and Goldman Sachs & Co. LLC, respectively, they were waiving their rights to their portion of the deferred underwriting fee. The Company reduced the deferred underwriting fee payable on the unaudited condensed balance sheets by $21,735,000, and as a result, $467,291 is reflected on the Company’s consolidated unaudited statement of operations for the amounts allocated in connection with the Company’s warrants at the Initial Public Offering and $21,267,709 was charged to accumulated deficit for the portion allocated to Class A ordinary shares at the Initial Public Offering.

On August 14, 2023, the Company was notified by Credit Suisse Securities (USA) LLC, they were waiving their rights to their portion of the deferred underwriting fee. The Company reduced the deferred underwriting fee payable on the unaudited condensed balance sheets by $14,490,000, and as a result, $311,527 is reflected on the Company’s unaudited condensed statement of operations for the amounts allocated in connection with the Company’s warrants at the Initial Public Offering and $14,178,473 was charged to accumulated deficit for the portion allocated to Class A ordinary shares at the Initial Public Offering.

As of September 30, 2023, there are no deferred underwiring fees payable.

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SEPTEMBER 30, 2023

Cost-Sharing Agreement

On February 23, 2022, the Company entered into a cost-sharing arrangement in connection with completing a potential Business Combination. This agreement establishes a sharing percentage that is calculated based on the size of the Trust Account. This cost-sharing agreement establishes that the Company is responsible for 55.4% of expenses from agreed upon third-party advisors in connection with completing a Business Combination. If the Company decides to cease pursing a Business Combination, 55.4% of fees incurred up to the date of termination for agreed third-party advisors will be the responsibility of the Company. As of September 30, 2023 and December 31, 2022, the Company has $747,900 and $1,728,564 in accrued in expenses related to its portion of the shared costs, respectively.

NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

The Company is authorized to issue 600,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2023 and December 31, 2022, there were 2,103,614 and 103,500,000 Class A ordinary shares issued and outstanding subject to possible redemption which are presented as temporary equity, respectively.

NOTE 8. SHAREHOLDERS’ DEFICIT

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

Class B Ordinary Shares — The Company is authorized to issue 60,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were effectively 25,875,000 Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except that, prior to the initial Business Combination, only holders of the Class B ordinary shares will be entitled to vote on the appointment of directors, and except as required by law.

The Class B ordinary shares will automatically convert into the Company’s Class A ordinary shares at the time of a Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

NOTE 9. - WARRANT LIABILITIES

Warrants— As of September 30, 2023 and December 31, 2022, there were 11,350,000 Private placement Warrants and 25,875,000 Public warrants outstanding to purchase 37,225,000 Class A ordinary shares. 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 a Business Combination and (b) one year from the closing of the IPO. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for

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SEPTEMBER 30, 2023

cash or on a cashless basis and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

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

Redemptions of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement 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 to each warrant holder; and

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

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

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

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SEPTEMBER 30, 2023

●

if the closing price of the Class A ordinary shares for any 20 trading days within a 30-day trading period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

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

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

At September 30, 2023 and December 31, 2022, there were 11,350,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above under “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00,” so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 10. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

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JAWS MUSTANG ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following is a description of the valuation methodology used for assets and liabilities measured at fair value:

U.S. Treasury Securities: The Company classifies its U.S. Treasury and equivalent securities as held to maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts.

On September 30, 2023, assets held in the Trust Account consisted of $22,786,141 in cash. Through September 30, 2023, the trustee withdrew $1,032,028,964 from the Trust Account in connection with the redemption.

On December 31, 2022, assets held in the Trust Account were comprised of $171 in cash and $1,050,320,093 in U.S. Treasury securities. Through December 31, 2022, the Company did not withdraw any interest earned on the Trust Account.

The below table represents the fair value of the Trust Account as of December 31, 2022.


					Gross
			Amortized		Holding
	Held To Maturity	Level	Cost		Gain		Fair Value

December 31, 2022	U.S Treasury Securities (Matured on 01/12/2023)	1	$	1,050,320,093	$	80,230	$	1,050,400,323

Warrant Liabilities: The Company classifies its Public Warrants and Private Placement Warrants as liabilities in accordance with ASC Topic 815, “Derivatives and Hedging–Contracts in Entity’s Own Equity”.

The Public Warrants were initially valued using binomial lattice in a risk neutral framework (a special case of the Income Approach), which is considered to be a Level 3 fair value measurement. As of September 30, 2023 and December 31, 2022, the Public Warrants were valued using the instrument’s publicly listed trading price as of the condensed balance sheet date, due to the lack of trade volume as of June 30, 2023 the Public Warrants were transferred to a Level 2 measurement. Due to increased trade volume as of September 30, 2023, the Public Warrants were transferred back to a Level 1 measurement.

The Private Warrants were initially value using binomial lattice in a risk neutral framework (a special case of the Income Approach), which is considered to be a Level 3 fair value measurement. The Primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the Company’s ordinary shares. The expected volatility of the Company’s ordinary shares was determined based on the implied volatility of the Public Warrants. As of September 30, 2023 and December 31, 2022, the fair value of the Private Warrants was the equivalent to that of the Public Warrants as they had substantially the same terms; however, they are not actively traded, as such were listed as a Level 2 in the hierarchy table below. The change in fair value is recognized in the condensed statements of operations.

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JAWS MUSTANG ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

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


Description	Level	September 30, 2023
Liabilities:
Warrant Liability – Public Warrants	1		1,035,000
Warrant Liability – Private Placement Warrants	2		454,000


Description	Level	December 31, 2022
Assets:
Investments held in Trust Account- U.S. Treasury Securities	1	$	1,050,400,323


Liabilities:
Warrant Liability – Public Warrants	1		1,811,250
Warrant Liability – Private Placement Warrants	2		794,500

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. During the year ended December 31, 2022 there were no transfers. During the three months ended September 30, 2023, the Public Warrants transferred from Level 2 to Level 1 in the amount of $1,035,000.

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited 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 Jaws Mustang Acquisition Corporation References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Mustang Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

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

Overview

We are a blank check company incorporated in the Cayman Islands on October 19, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the IPO and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

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

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities through September 30, 2023 were organizational activities, those necessary to prepare for the IPO, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on cash and 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 a net income of $1,198,214, which consisted of a gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities of $311,527, change in fair value of warrant liabilities of $372,250, a gain from general and administrative expense of $298,498, which includes a gain for forgiveness of previously recorded liabilities of $695,909 and interest earned on cash and investments held in the Trust Account of $215,939.

For the nine months ended September 30, 2023, we had a net income of $5,816,203, which consisted of interest earned on investments held in the Trust Account of $4,494,841, change in fair value of warrant liabilities of $1,116,750, gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities of $778,818 and partially offset by a gain from general and administrative expenses of $574,206 which includes a gain for forgiveness of previously recorded liabilities of $695,909.

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For the three months ended September 30, 2022, we had a net income of $11,173,274, which consisted of change in fair value of warrant liabilities of $5,583,750, interest earned on marketable investments held in the Trust Account of $4,641,072 and a gain from general and administrative expense of $948,452, which includes a gain for forgiveness of previously accrued liabilities of $1,243,301.

For the nine months ended September 30, 2022, we had a net income of $36,961,340, which consisted of change in fair value of warrant liabilities of $34,673,730 and interest earned on marketable investments held in the Trust Account of $6,387,071 partially offset by general and administrative expense of $4,099,461 which includes a gain for forgiveness of previously accrued liabilities of $1,243,301.

Liquidity and Capital Resources

On February 4, 2021, we consummated our initial public offering of 103,500,000 Units which includes the full exercise by the underwriter of its over-allotment option in the amount of 13,500,000 Units, at $10.00 per Unit, generating gross proceeds of $1,035,000,000. Simultaneously with the closing of our initial public offering, we consummated the sale of 11,350,000 Private Placement Warrants at a price of $2.00 per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of $22,700,000.

Following our initial public offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $1,035,000,000 was placed in the Trust Account. We incurred $57,010,008 in costs related to our initial public offering, including $19,800,000 of underwriting fees, net of $900,000 reimbursed from the underwriters, $36,225,000 of deferred underwriting fees and $995,008 of other costs.

For the nine months ended September 30, 2023, cash used in operating activities was $906,192. Net income of $5,816,203 was affected by change in fair value of warrant liabilities of $1,116,750, relating to the gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability of $778,818 and interest earned on investments held in the Trust Account of $4,494,841. Changes in operating assets and liabilities used $331,986 of cash for operating activities.

For the nine months ended September 30, 2022, cash used in operating activities was $923,278. Net income of $36,961,340 was affected by change in fair value of warrant liabilities of $34,673,730 and interest earned on marketable investments held in the Trust Account of $6,387,071. Changes in operating assets and liabilities provided $3,176,183 of cash for operating activities.

As of September 30, 2023, we had cash held in the Trust Account of $22,786,141. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Through September 30, 2023, the Company withdrew $1,032,028,964 from Trust Account in connection with the redemption.

As of September 30, 2023, we had cash of $210,616. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $2.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, there were $500,000 and $0 outstanding under the Working Capital Loans.

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Going Concern

If the Business Combination is not consummated, the Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until February 4, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 4, 2024. Management intends to complete a Business Combination prior to the newly extended February 4, 2024 mandatory liquidation date.

Off-Balance Sheet Arrangements

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

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of one of our executive officers a monthly fee of $10,000 for office space, utilities and secretarial and administrative services. We began incurring these fees on February 1, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

On February 14, 2023 and February 16, 2023, the Company was notified by BofA Securities, Inc. and Goldman Sachs & Co. LLC, respectively, waiving their rights to their portion of the deferred underwriting fee. The Company reduced the deferred underwriting fee payable on the unaudited condensed balance sheets by $21,735,000, as a result $467,291 is reflected on the Company’s unaudited condensed statement of operations for the amounts allocated in connection with the Company’s warrants at the Initial Public Offering and $21,267,709 was charged to accumulated deficit for the portion allocated to Class A ordinary shares at the Initial Public Offering.

On August 14, 2023, the Company was notified by Credit Suisse Securities (USA) LLC, they were waiving their rights to their portion of the deferred underwriting fee. The Company reduced the deferred underwriting fee payable on the unaudited condensed balance sheets by $14,490,000, as a result $311,527 is reflected on the Company’s consolidated unaudited statement of operations for the amounts allocated in connection with the Company’s warrants at the Initial Public Offering and $14,178,473 was charged to accumulated deficit for the portion allocated to Class A ordinary shares at the Initial Public Offering.

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Critical Accounting Policies

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

Ordinary Shares Subject to Possible Redemption

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

Net Income Per Ordinary Share

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

Derivative Warrant Liabilities

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

We issued 25,875,000 public warrants to investors in our initial public offering and issued 11,350,000 private placement warrants. All of our outstanding warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Company’s Public Warrants are values based on quotes market prices and are considered a Level 1 liability. The Company’s Private Warrants are classified as a Level 2 liability due to the similarities to the Company’s Public Warrants and are valued using the quote market prices of the Public Warrants.

Recent Accounting Standards

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

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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 IPO, the net proceeds of our IPO, including amounts in the Trust Account, had been invested in certain U.S. government securities with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. In February 2023, the Company liquidated the U.S. government treasury obligations or money market funds held in the Trust Account. The funds in the Trust Account will be maintained in cash in an interest-bearing deposit account until the earlier of the Company’s initial Business Combination or its liquidation. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Item 4. Controls and Procedures

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

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are 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

You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q as well as those risk factors previously disclosed under “Item 1A. Risk Factors” included in our (i) Annual Report on Form 10-K filed with the SEC on March 1, 2023 (the “Form 10-K”) and (ii) Quarterly Report on Form 10-Q filed with the SEC on May 10, 2023 (the “Form 10-Q”). Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. As of the date of this report, there have been no material changes to the risk factors disclosed in our Form 10-K and Form 10-Q.

Our search for a Business Combination, and any target business with which we may ultimately consummate a Business Combination, may be materially adversely affected by the geopolitical conditions resulting from the invasion of Ukraine by Russia and the Israel-Hamas war, subsequent sanctions against related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our target markets.

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions, the invasion of Ukraine by Russia in February 2022 and the Israel-Hamas war. In response to the invasion of Ukraine by Russia, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and Israel during the ongoing military conflicts, increasing geopolitical tensions. The invasion of Ukraine by Russia, the Israel-Hamas war and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflicts in Ukraine and Israel is highly unpredictable, the conflicts could lead to market disruptions, including significant volatility in energy and other commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, these and any other military actions and any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, and subsequent sanctions, the Israel-Hamas war, could adversely affect our search for a Business Combination and any target business with which we may ultimately consummate a Business Combination. The extent and duration of the Russian invasion of Ukraine, the Israel-Hamas war, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described elsewhere in this Quarterly Report. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the operations of a target business with which we may ultimately consummate a Business Combination, may be materially adversely affected.

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

None.

Item 3. Defaults Upon Senior Securities

None.

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Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

On August 8, 2023, the Company issued the Note in the principal amount of up to $500,000 to the Sponsor. The Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for expenses incurred by the Company and reasonably related to working capital purposes. The Note bears no interest and is due and payable upon the consummation of the Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization or Business Combination. In the event that the Company does not consummate a Business Combination, the Note will be repaid only from amounts, if any, remaining outside of the trust account established in connection with the initial public offering of the Company’s securities.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

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
10.1		Promissory Note between the Company and our sponsor dated August 8, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, File No. 001-39975)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL 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 Label 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.

**	Furnished herewith.

Table of Contents

SIGNATURE

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.

	JAWS MUSTANG ACQUISITION CORPORATION

Date: November 8, 2023	By:	/s/ Michael Reidler
	Name:	Michael Reidler
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT 31.1

CERTIFICATIONS

PURSUANT TO RULE 13a-14 AND 15d-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Andrew Klaber, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Jaws Mustang Acquisition Corporation;

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;

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 officers 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)) 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our 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

The registrant’s other certifying officers 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 controls over financial reporting.

Date: November 8, 2023	By:	/s/ Andrew Klaber
		Andrew Klaber
		Chief Executive Officer and Director
		(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATIONS

PURSUANT TO RULE 13a-14 AND 15d-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Michael Reidler, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Jaws Mustang Acquisition Corporation;

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

Date: November 8, 2023	By:	/s/ Michael Reidler
		Michael Reidler
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Jaws Mustang Acquisition Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Andrew Klaber, 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, to the best of my knowledge:

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

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

Date: November 8, 2023
	/s/ Andrew Klaber
	Name:	Andrew Klaber
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Jaws Mustang Acquisition Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Michael Reidler, 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, to the best of my knowledge:

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

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

Date: November 8, 2023
	/s/ Michael Reidler
	Name:	Michael Reidler
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Nov. 08, 2023
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity Registrant Name	JAWS MUSTANG ACQUISITION CORPORATION
Entity Incorporation, State or Country Code	KY
Entity File Number	001-39975
Entity Tax Identification Number	98-1564586
Entity Address, Address Line One	1601 Washington Avenue, Suite 800
Entity Address, City or Town	Miami Beach
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33139
City Area Code	305
Local Phone Number	695-5500
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Central Index Key	0001831359
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A Ordinary Share, $0.0001 par value, and one-fourth of one redeemable warrant
Document Information
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fourth of one redeemable warrant
Trading Symbol	JWSM.U
Security Exchange Name	NYSEAMER
Class A ordinary shares
Document Information
Title of 12(b) Security	Class A Ordinary Shares included as part of the units
Trading Symbol	JWSM
Security Exchange Name	NYSEAMER
Entity Common Stock, Shares Outstanding		2,103,614
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Document Information
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Trading Symbol	JWSM WS
Security Exchange Name	NYSEAMER
Class B ordinary shares
Document Information
Entity Common Stock, Shares Outstanding		25,875,000

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 210,616	$ 116,808
Prepaid expenses	68,556	30,802
Total Current Assets	279,172	147,610
Cash and investments held in Trust Account	22,786,141	1,050,320,264
TOTAL ASSETS	23,065,313	1,050,467,874
Current liabilities:
Accrued expenses	3,509,877	3,804,109
Total Current Liabilities	3,509,877	$ 3,804,109
Promissory note - related party	$ 500,000
Notes Payable, Noncurrent, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Working capital loan - related party	$ 500,000
Other Liability, Noncurrent, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Warrant liabilities	$ 1,489,000	$ 2,605,750
Deferred underwriting fee payable		36,225,000
Total Liabilities	5,998,877	42,634,859
Commitments and Contingencies
Class A ordinary shares subject to possible redemption 2,103,614 and 103,500,000 shares at approximately $10.83 and $10.15 per share redemption value as of September 30, 2023 and December 31, 2022, respectively	22,786,141	1,050,320,264
Shareholders' Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class B ordinary shares, $0.0001 par value; 60,000,000 shares authorized; 25,875,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022	2,588	2,588
Accumulated deficit	(5,722,293)	(42,489,837)
Total Shareholders' Deficit	(5,719,705)	(42,487,249)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT	$ 23,065,313	$ 1,050,467,874

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preference shares, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Class A ordinary shares
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	600,000,000	600,000,000
Class A ordinary shares subject to possible redemption
Class A common stock subject to possible redemption, outstanding (in shares)	2,103,614	103,500,000
Redemption value per share	$ 10.83	$ 10.15
Class B ordinary shares
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	60,000,000	60,000,000
Ordinary shares, shares issued	25,875,000	25,875,000
Ordinary shares, shares outstanding	25,875,000	25,875,000

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
General and administrative expenses	$ 397,411	$ 294,749	$ 1,270,115	$ 5,342,662
Forgiveness of previously recorded liabilities	(695,909)	(1,243,201)	(695,909)	(1,243,201)
Gain (loss) from operations	298,498	948,452	(574,206)	(4,099,461)
Other income:
Gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities	311,527		778,818
Interest earned on cash and marketable investments held in Trust Account	215,939	4,641,072	4,494,841	6,387,071
Change in fair value of warrant liabilities	372,250	5,583,750	1,116,750	34,673,730
Other income	899,716	10,224,822	6,390,409	41,060,801
Net income	$ 1,198,214	$ 11,173,274	$ 5,816,203	$ 36,961,340
Class A ordinary shares
Other income:
Weighted average shares outstanding, basic	2,103,614	103,500,000	15,150,943	103,500,000
Weighted average shares outstanding, diluted	2,103,614	103,500,000	15,150,943	103,500,000
Basic net income per share	$ 0.04	$ 0.09	$ 0.14	$ 0.29
Diluted net income per share	$ 0.04	$ 0.09	$ 0.14	$ 0.29
Class A ordinary shares redeemable shares
Other income:
Weighted average shares outstanding, basic	2,103,614	103,500,000	15,150,943	103,500,000
Weighted average shares outstanding, diluted	2,103,614	103,500,000	15,150,943	103,500,000
Basic net income per share	$ 0.04	$ 0.09	$ 0.14	$ 0.29
Diluted net income per share	$ 0.04	$ 0.09	$ 0.14	$ 0.29
Class B ordinary shares
Other income:
Weighted average shares outstanding, basic	25,875,000	25,875,000	25,875,000	25,875,000
Weighted average shares outstanding, diluted	25,875,000	25,875,000	25,875,000	25,875,000
Basic net income per share	$ 0.04	$ 0.09	$ 0.14	$ 0.29
Diluted net income per share	$ 0.04	$ 0.09	$ 0.14	$ 0.29

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Ordinary Shares Class B ordinary shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021	$ 2,588	$ 0	$ (73,873,162)	$ (73,870,574)
Balance at the beginning (in shares) at Dec. 31, 2021	25,875,000
Increase (Decrease) in Stockholders' Equity
Net income		0	15,782,128	15,782,128
Balance at the end at Mar. 31, 2022	$ 2,588	0	(58,091,034)	(58,088,446)
Balance at the end (in shares) at Mar. 31, 2022	25,875,000
Balance at the beginning at Dec. 31, 2021	$ 2,588	0	(73,873,162)	(73,870,574)
Balance at the beginning (in shares) at Dec. 31, 2021	25,875,000
Increase (Decrease) in Stockholders' Equity
Net income				36,961,340
Balance at the end at Sep. 30, 2022	$ 2,588	0	(43,511,596)	(43,509,008)
Balance at the end (in shares) at Sep. 30, 2022	25,875,000
Balance at the beginning at Dec. 31, 2021	$ 2,588	0	(73,873,162)	(73,870,574)
Balance at the beginning (in shares) at Dec. 31, 2021	25,875,000
Increase (Decrease) in Stockholders' Equity
Accretion for Class A ordinary shares subject to possible redemption				(93,348,451)
Balance at the end at Dec. 31, 2022	$ 2,588	0	(42,489,837)	(42,487,249)
Balance at the end (in shares) at Dec. 31, 2022	25,875,000
Balance at the beginning at Mar. 31, 2022	$ 2,588	0	(58,091,034)	(58,088,446)
Balance at the beginning (in shares) at Mar. 31, 2022	25,875,000
Increase (Decrease) in Stockholders' Equity
Change in value of Class A ordinary shares subject to redemption		0	(1,958,702)	(1,958,702)
Net income		0	10,005,938	10,005,938
Balance at the end at Jun. 30, 2022	$ 2,588	0	(50,043,798)	(50,041,210)
Balance at the end (in shares) at Jun. 30, 2022	25,875,000
Increase (Decrease) in Stockholders' Equity
Change in value of Class A ordinary shares subject to redemption		0	(4,641,072)	(4,641,072)
Net income		0	11,173,274	11,173,274
Balance at the end at Sep. 30, 2022	$ 2,588	0	(43,511,596)	(43,509,008)
Balance at the end (in shares) at Sep. 30, 2022	25,875,000
Balance at the beginning at Dec. 31, 2022	$ 2,588	0	(42,489,837)	(42,487,249)
Balance at the beginning (in shares) at Dec. 31, 2022	25,875,000
Increase (Decrease) in Stockholders' Equity
Accretion for Class A ordinary shares subject to possible redemption		0	17,192,412	17,192,412
Net income		0	2,407,448	2,407,448
Balance at the end at Mar. 31, 2023	$ 2,588	0	(22,889,977)	(22,887,389)
Balance at the end (in shares) at Mar. 31, 2023	25,875,000
Balance at the beginning at Dec. 31, 2022	$ 2,588	0	(42,489,837)	(42,487,249)
Balance at the beginning (in shares) at Dec. 31, 2022	25,875,000
Increase (Decrease) in Stockholders' Equity
Net income				5,816,203
Balance at the end at Sep. 30, 2023	$ 2,588	0	(5,722,293)	(5,719,705)
Balance at the end (in shares) at Sep. 30, 2023	25,875,000
Balance at the beginning at Mar. 31, 2023	$ 2,588	0	(22,889,977)	(22,887,389)
Balance at the beginning (in shares) at Mar. 31, 2023	25,875,000
Increase (Decrease) in Stockholders' Equity
Accretion for Class A ordinary shares subject to possible redemption		0	(203,605)	(203,605)
Net income		0	2,210,541	2,210,541
Balance at the end at Jun. 30, 2023	$ 2,588	0	(20,883,041)	(20,880,453)
Balance at the end (in shares) at Jun. 30, 2023	25,875,000
Increase (Decrease) in Stockholders' Equity
Accretion for Class A ordinary shares subject to possible redemption		0	13,962,534	13,962,534
Net income		0	1,198,214	1,198,214
Balance at the end at Sep. 30, 2023	$ 2,588	$ 0	$ (5,722,293)	$ (5,719,705)
Balance at the end (in shares) at Sep. 30, 2023	25,875,000

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities:
Net income			$ 5,816,203	$ 36,961,340
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities			(1,116,750)	(34,673,730)
Gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities	$ (311,527)		(778,818)
Interest earned on cash and investments held in Trust Account	(215,939)	$ (4,641,072)	(4,494,841)	(6,387,071)
Changes in operating assets and liabilities:
Prepaid expenses			(37,754)	(82,741)
Accrued expenses			(294,232)	3,258,924
Net cash used in operating activities			(906,192)	(923,278)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to redeem Public Shares			1,032,028,964
Net cash provided by investing activities			1,032,028,964
Cash Flows from Financing Activities:
Proceeds from promissory note - related party			500,000
Proceeds from convertible promissory note			500,000
Redemption of ordinary shares			(1,032,028,964)
Net cash used in financing activities			(1,031,028,964)
Net Change in Cash			93,808	(923,278)
Cash - Beginning of period			116,808	1,123,063
Cash - End of period	$ 210,616	$ 199,785	210,616	$ 199,785
Supplemental disclosure of noncash activities:
Extinguishment of deferred underwriting commissions allocated to Public Shares			$ (35,446,182)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

9 Months Ended

Sep. 30, 2023

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.

Liquidity and Going Concern

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

Use of Estimates

Cash and Cash Equivalents

Cash and Investments Held in Trust Account

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

Offering Costs

Ordinary Shares Subject to Possible Redemption

In connection with the extension vote, 101,396,386 Class A ordinary shares were redeemed for an aggregate redemption amount of $1,032,028,964, as reflected in the below table.

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


Gross proceeds	$	1,035,000,000
Less:
Proceeds allocated to Public Warrants		(22,252,500)
Class A ordinary shares issuance costs		(55,775,687)
Plus:
Accretion of carrying value to redemption value		93,348,451
Class A ordinary shares subject to possible redemption, December 31, 2022		1,050,320,264
Less:
Redemptions		(1,032,028,964)
Accretion of carrying value to redemption value		(17,192,412)
Plus:
Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption		21,267,709
Class A ordinary shares subject to possible redemption, March 31, 2023		22,366,597
Plus:
Accretion of carrying value to redemption value		203,605
Class A ordinary shares subject to possible redemption, June 30, 2023		22,570,202
Less:
Accretion of carrying value to redemption value		(13,962,534)
Plus:
Waiver of Class A share issuance costs		14,178,473
Class A ordinary shares subject to possible redemption, September 30, 2023	$	22,786,141

Warrant Liabilities

Income Taxes

Net Income per Ordinary Share

The following table reflects the calculation of basic and diluted net income per ordinary share:


	Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
	September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Numerator:
Allocation of net income	$	90,090	$	1,108,124	$	8,938,619	$	2,234,655	$	2,147,933	$	3,668,270	$	29,569,072	$	7,392,268
Denominator:
Basic and diluted weighted average shares outstanding		2,103,614		25,875,000		103,500,000		25,875,000		15,150,943		25,875,000		103,500,000		25,875,000
Basic and diluted net income per ordinary share	$	0.04	$	0.04	$	0.09	$	0.09	$	0.14	$	0.14	$	0.29	$	0.29

Risks and Uncertainties

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

INITIAL PUBLIC OFFERING

9 Months Ended

Sep. 30, 2023

INITIAL PUBLIC OFFERING.

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

PRIVATE PLACEMENT

9 Months Ended

Sep. 30, 2023

PRIVATE PLACEMENT.

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Administrative Services Agreement

Related Party Loans

Working Capital Loans – Related Party

As of September 30, 2023 and December 31, 2022, there were amounts of $500,000 and $0 outstanding under the Working Capital Loans, respectively.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

COMMITMENTS AND CONTINGENCIES.

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration and Shareholders’ Rights

Underwriting Agreement

As of September 30, 2023, there are no deferred underwiring fees payable.

Cost-Sharing Agreement

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

9 Months Ended

Sep. 30, 2023

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

SHAREHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2023

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT

NOTE 8. SHAREHOLDERS’ DEFICIT

WARRANT LIABILITIES

9 Months Ended

Sep. 30, 2023

WARRANT LIABILITIES

WARRANT LIABILITIES

NOTE 9. - WARRANT LIABILITIES

●

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 to each warrant holder; and

●

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2023

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 10. FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following is a description of the valuation methodology used for assets and liabilities measured at fair value:

The below table represents the fair value of the Trust Account as of December 31, 2022.


					Gross
			Amortized		Holding
	Held To Maturity	Level	Cost		Gain		Fair Value

December 31, 2022	U.S Treasury Securities (Matured on 01/12/2023)	1	$	1,050,320,093	$	80,230	$	1,050,400,323


Description	Level	September 30, 2023
Liabilities:
Warrant Liability – Public Warrants	1		1,035,000
Warrant Liability – Private Placement Warrants	2		454,000


Description	Level	December 31, 2022
Assets:
Investments held in Trust Account- U.S. Treasury Securities	1	$	1,050,400,323


Liabilities:
Warrant Liability – Public Warrants	1		1,811,250
Warrant Liability – Private Placement Warrants	2		794,500

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Cash and Investments Held in Trust Account

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

Offering Costs

Ordinary Shares Subject to Possible Redemption

In connection with the extension vote, 101,396,386 Class A ordinary shares were redeemed for an aggregate redemption amount of $1,032,028,964, as reflected in the below table.

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


Gross proceeds	$	1,035,000,000
Less:
Proceeds allocated to Public Warrants		(22,252,500)
Class A ordinary shares issuance costs		(55,775,687)
Plus:
Accretion of carrying value to redemption value		93,348,451
Class A ordinary shares subject to possible redemption, December 31, 2022		1,050,320,264
Less:
Redemptions		(1,032,028,964)
Accretion of carrying value to redemption value		(17,192,412)
Plus:
Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption		21,267,709
Class A ordinary shares subject to possible redemption, March 31, 2023		22,366,597
Plus:
Accretion of carrying value to redemption value		203,605
Class A ordinary shares subject to possible redemption, June 30, 2023		22,570,202
Less:
Accretion of carrying value to redemption value		(13,962,534)
Plus:
Waiver of Class A share issuance costs		14,178,473
Class A ordinary shares subject to possible redemption, September 30, 2023	$	22,786,141

Warrant Liabilities

Income Taxes

Net Income per Ordinary Share

The following table reflects the calculation of basic and diluted net income per ordinary share:


	Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
	September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Numerator:
Allocation of net income	$	90,090	$	1,108,124	$	8,938,619	$	2,234,655	$	2,147,933	$	3,668,270	$	29,569,072	$	7,392,268
Denominator:
Basic and diluted weighted average shares outstanding		2,103,614		25,875,000		103,500,000		25,875,000		15,150,943		25,875,000		103,500,000		25,875,000
Basic and diluted net income per ordinary share	$	0.04	$	0.04	$	0.09	$	0.09	$	0.14	$	0.14	$	0.29	$	0.29

Risks and Uncertainties

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of reconciliation of Class A ordinary shares


Gross proceeds	$	1,035,000,000
Less:
Proceeds allocated to Public Warrants		(22,252,500)
Class A ordinary shares issuance costs		(55,775,687)
Plus:
Accretion of carrying value to redemption value		93,348,451
Class A ordinary shares subject to possible redemption, December 31, 2022		1,050,320,264
Less:
Redemptions		(1,032,028,964)
Accretion of carrying value to redemption value		(17,192,412)
Plus:
Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption		21,267,709
Class A ordinary shares subject to possible redemption, March 31, 2023		22,366,597
Plus:
Accretion of carrying value to redemption value		203,605
Class A ordinary shares subject to possible redemption, June 30, 2023		22,570,202
Less:
Accretion of carrying value to redemption value		(13,962,534)
Plus:
Waiver of Class A share issuance costs		14,178,473
Class A ordinary shares subject to possible redemption, September 30, 2023	$	22,786,141

Schedule of calculation of basic and diluted net loss per ordinary share


	Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
	September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Numerator:
Allocation of net income	$	90,090	$	1,108,124	$	8,938,619	$	2,234,655	$	2,147,933	$	3,668,270	$	29,569,072	$	7,392,268
Denominator:
Basic and diluted weighted average shares outstanding		2,103,614		25,875,000		103,500,000		25,875,000		15,150,943		25,875,000		103,500,000		25,875,000
Basic and diluted net income per ordinary share	$	0.04	$	0.04	$	0.09	$	0.09	$	0.14	$	0.14	$	0.29	$	0.29

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2023

FAIR VALUE MEASUREMENTS

Summary of gross holding losses and fair value of held-to-maturity securities


					Gross
			Amortized		Holding
	Held To Maturity	Level	Cost		Gain		Fair Value

December 31, 2022	U.S Treasury Securities (Matured on 01/12/2023)	1	$	1,050,320,093	$	80,230	$	1,050,400,323

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


Description	Level	September 30, 2023
Liabilities:
Warrant Liability – Public Warrants	1		1,035,000
Warrant Liability – Private Placement Warrants	2		454,000


Description	Level	December 31, 2022
Assets:
Investments held in Trust Account- U.S. Treasury Securities	1	$	1,050,400,323


Liabilities:
Warrant Liability – Public Warrants	1		1,811,250
Warrant Liability – Private Placement Warrants	2		794,500

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)					3 Months Ended	9 Months Ended	12 Months Ended
	Aug. 08, 2023 USD ($)	Feb. 01, 2023 USD ($) shares	Feb. 04, 2021 USD ($) $ / shares shares	Oct. 19, 2020 item	Mar. 31, 2023 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Jan. 19, 2023 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Proceeds from issuance initial public offering							$ 1,035,000,000
Amount outstanding						$ 500,000
Other Liability, Noncurrent, Related Party, Type [Extensible Enumeration]						Related Party	Related Party
Proceeds from sale of private placement warrants							$ 22,252,500
Proceeds from working capital loan - related party						$ 500,000
Deferred underwriting fees						$ 0
Number of shares redeemed \| shares						101,396,386
Value of shares redeemed					$ (1,032,028,964)	$ (1,032,028,964)
Cash						210,616
Working capital deficit						$ 3,230,705
Maximum
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maturity term of U.S. government securities						185 days
Share redemption limit without Company consent, percentage						15.00%
Period to cease operations if business combination not formed						10 days
Interest earned on Trust assets to use for dissolution expenses						$ 100,000
Minimum
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Business combinations to complete, incorporation agreement \| item				1
Threshold minimum aggregate fair market value as percentage of net assets held In trust account						80.00%
Post-transaction requirement, equity ownership in outstanding voting securities of target company						50.00%
Post-transaction requirement, net tangible assets						$ 5,000,001
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares			103,500,000
Purchase price, per unit \| $ / shares			$ 10.00
Proceeds from issuance initial public offering			$ 1,035,000,000
Number of warrants issued \| shares			25,875,000
Transaction costs			$ 57,010,008
Underwriting fees, net of reimbursements			19,800,000
Deferred underwriting fees			36,225,000
Other offering costs			985,008
Underwriting fee reimbursements			$ 900,000
Initial Public Offering \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued \| shares			11,350,000
Price of warrant \| $ / shares			$ 2.00
Proceeds from sale of private placement warrants			$ 22,700,000
Private Placement \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued \| shares			11,350,000
Price of warrant \| $ / shares			$ 2.00
Proceeds from sale of private placement warrants			$ 22,700,000
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares			13,500,000
Purchase price, per unit \| $ / shares			$ 10.00
Mustang Sponsor LLC
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Trust assets available for working capital loan repayment						0
Principal amount								$ 500,000
Mustang Sponsor LLC \| Related Party Loans \| Working capital loans warrant
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Amount outstanding						$ 500,000	$ 0
Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Other Liability, Noncurrent, Related Party, Type [Extensible Enumeration]						us-gaap:NonrelatedPartyMember
Sponsor \| Related Party Loans \| Working capital loans warrant
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Price of warrant \| $ / shares						$ 2.00
Loan conversion agreement warrant						$ 1,500,000
Sponsor \| Promissory Note with Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum borrowing capacity of related party promissory note	$ 500,000
Proceeds from working capital loan - related party	$ 500,000
Sponsor \| Mustang Sponsor LLC \| Related Party Loans \| Working capital loans warrant
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Price of warrant \| $ / shares						$ 2.00
Loan conversion agreement warrant						$ 1,500,000
Amount outstanding						$ 500,000
Maximum borrowing capacity of related party promissory note								$ 500,000
Class A ordinary shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants issued \| shares						37,225,000	37,225,000
Number of shares redeemed \| shares		101,396,386
Value of shares redeemed		$ 1,032,028,964
Class A ordinary shares \| Sponsor \| Mustang Sponsor LLC \| Related Party Loans \| Working capital loans warrant
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Price of warrant \| $ / shares						$ 2.00
Class A ordinary shares redeemable shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Share redemption period upon notice of business combination						2 days
Company obligation if business combination not formed, redemption percentage of outstanding public shares						100.00%
Class A ordinary shares redeemable shares \| Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares			103,500,000
Purchase price, per unit \| $ / shares			$ 10.00

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)			3 Months Ended	9 Months Ended	12 Months Ended
	Feb. 01, 2023	Feb. 04, 2021	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Maturity periods classified as cash equivalents				3 months
Cash equivalents				$ 0	$ 0
Deferred underwriting fees				$ 0
Temporary equity, accretion of transaction costs					55,775,687
Number of shares redeemed				101,396,386
Value of shares redeemed			$ (1,032,028,964)	$ (1,032,028,964)
Unrecognized tax benefits				0	0
Unrecognized tax benefits accrued for interest and penalties				0	$ 0
Provision for income taxes				$ 0
Public Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Public Warrants exercisable term after the completion of a business combination				30 days
Public Warrants exercisable term from the closing of the initial public offering				12 months
Public Warrants expiration term				5 years
Private Placement Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				30 days
Private Placement Warrants \| Redemptions of warrants when the price per Class A ordinary share equals or exceeds $18.00
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Stock price trigger for redemption of warrants (in dollars per share)				$ 18.00
Private Placement Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Less than $18.00
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Stock price trigger for redemption of warrants (in dollars per share)				$ 18.00
Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Transaction costs		$ 57,010,008
Underwriting fees, net of reimbursements		19,800,000
Deferred underwriting fees		36,225,000
Other offering costs		985,008
Transaction costs associated with warrant liabilities		1,234,321
Underwriting fee reimbursements		900,000
Temporary equity, accretion of transaction costs		$ 55,775,687
Number of units issued		103,500,000
Purchase price, per unit		$ 10.00
Number of warrants issued		25,875,000
Initial Public Offering \| Public Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of warrants in a unit		0.25
Initial Public Offering \| Private Placement Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of warrants issued		11,350,000
Price of warrants		$ 2.00
Private Placement \| Private Placement Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of warrants issued		11,350,000
Price of warrants		$ 2.00
Class A ordinary shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares redeemed	101,396,386
Value of shares redeemed	$ 1,032,028,964
Number of warrants issued				37,225,000	37,225,000
Class A ordinary shares \| Public Warrants \| Redemptions of warrants when the price per Class A ordinary share equals or exceeds $18.00
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Stock price trigger for redemption of warrants (in dollars per share)				$ 18.00
Minimum threshold written notice period for redemption of public warrants				30 days
Class A ordinary shares \| Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of Shares Issued Per Unit		1
Number of warrants in a unit		0.25
Class A ordinary shares \| Initial Public Offering \| Public Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Warrant issue price		$ 11.50
Number of shares per warrant		1
Class A ordinary shares \| Private Placement \| Private Placement Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Warrant issue price		$ 11.50
Number of shares per warrant		1
Class A ordinary shares subject to possible redemption \| Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of units issued		103,500,000
Purchase price, per unit		$ 10.00

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Ordinary Shares Subject to Possible Redemption (Details) - USD ($)				3 Months Ended			9 Months Ended	12 Months Ended
	Aug. 14, 2023	Feb. 16, 2023	Feb. 14, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A ordinary shares subject to possible redemption				$ 22,570,202	$ 22,366,597	$ 1,050,320,264	$ 1,050,320,264
Gross proceeds								$ 1,035,000,000
Less:
Proceeds allocated to Public Warrants								(22,252,500)
Class A ordinary shares issuance costs								(55,775,687)
Redemptions						(1,032,028,964)	(1,032,028,964)
Plus:
Accretion of carrying value to redemption value				(13,962,534)	203,605	(17,192,412)		93,348,451
Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption	$ 14,178,473	$ 21,267,709	$ 21,267,709	14,178,473		21,267,709
Class A ordinary shares subject to possible redemption				$ 22,786,141	$ 22,570,202	$ 22,366,597	$ 22,786,141	$ 1,050,320,264

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income per Ordinary Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Class A ordinary shares
Numerator:
Allocation of net income	$ 90,090	$ 8,938,619	$ 2,147,933	$ 29,569,072
Denominator:
Basic weighted average shares outstanding	2,103,614	103,500,000	15,150,943	103,500,000
Diluted weighted average shares outstanding	2,103,614	103,500,000	15,150,943	103,500,000
Basic net income per ordinary share	$ 0.04	$ 0.09	$ 0.14	$ 0.29
Diluted net income per ordinary share	$ 0.04	$ 0.09	$ 0.14	$ 0.29
Class B ordinary shares
Numerator:
Allocation of net income	$ 1,108,124	$ 2,234,655	$ 3,668,270	$ 7,392,268
Denominator:
Basic weighted average shares outstanding	25,875,000	25,875,000	25,875,000	25,875,000
Diluted weighted average shares outstanding	25,875,000	25,875,000	25,875,000	25,875,000
Basic net income per ordinary share	$ 0.04	$ 0.09	$ 0.14	$ 0.29
Diluted net income per ordinary share	$ 0.04	$ 0.09	$ 0.14	$ 0.29

INITIAL PUBLIC OFFERING (Details)	Feb. 04, 2021 $ / shares shares
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units issued	103,500,000
Purchase price, per unit \| $ / shares	$ 10.00
Initial Public Offering \| Public Warrants
INITIAL PUBLIC OFFERING
Number of warrants in a unit	0.25
Initial Public Offering \| Class A ordinary shares
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Number of warrants in a unit	0.25
Initial Public Offering \| Class A ordinary shares \| Public Warrants
INITIAL PUBLIC OFFERING
Number of shares issued per warrant	1
Warrant issue price \| $ / shares	$ 11.50
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units issued	13,500,000
Purchase price, per unit \| $ / shares	$ 10.00

PRIVATE PLACEMENT (Details) - USD ($)		12 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Feb. 04, 2021	Dec. 31, 2022	Sep. 30, 2023
PRIVATE PLACEMENT
Aggregate purchase price		$ 22,252,500
Common Class A [Member]
PRIVATE PLACEMENT
Number of warrants issued		37,225,000	37,225,000
Private Placement [Member] \| Private Placement Warrants [Member]
PRIVATE PLACEMENT
Number of warrants issued	11,350,000
Price of warrants	$ 2.00
Aggregate purchase price	$ 22,700,000
Private Placement [Member] \| Private Placement Warrants [Member] \| Common Class A [Member]
PRIVATE PLACEMENT
Number of shares issued per warrant	1
Warrant price	$ 11.50

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - Founder Shares - Sponsor	Feb. 01, 2021 shares	Jan. 13, 2021 shares	Oct. 28, 2020 shares	Oct. 23, 2020 USD ($) D $ / shares shares	Feb. 04, 2021 shares
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture					0
Common Class B
RELATED PARTY TRANSACTIONS
Aggregate purchase price \| $				$ 25,000
Number of shares issued				8,625,000
Share dividend	4,312,500	4,312,500	8,625,000
Aggregate number of shares outstanding	25,875,000	25,875,000
Shares subject to forfeiture				3,375,000
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
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
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended
	Aug. 08, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jan. 19, 2023	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
Amount outstanding		$ 500,000		$ 500,000
Other Liability, Noncurrent, Related Party, Type [Extensible Enumeration]		Related Party		Related Party			Related Party
Proceeds from working capital loan - related party				$ 500,000
Accrued expenses		$ 3,509,877		$ 3,509,877			$ 3,804,109
Common Class A [Member]
RELATED PARTY TRANSACTIONS
Common stock par value per share		$ 0.0001		$ 0.0001			$ 0.0001
Mustang Sponsor LLC [Member] \| Related Party Loans \| Working capital loans warrant
RELATED PARTY TRANSACTIONS
Amount outstanding		$ 500,000		$ 500,000			$ 0
Related Party
RELATED PARTY TRANSACTIONS
Other Liability, Noncurrent, Related Party, Type [Extensible Enumeration]		us-gaap:NonrelatedPartyMember		us-gaap:NonrelatedPartyMember
Sponsor \| Promissory Note with Related Party
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note	$ 500,000
Proceeds from working capital loan - related party	$ 500,000
Sponsor \| Related Party Loans \| Working capital loans warrant
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant		$ 1,500,000		$ 1,500,000
Price of warrant		$ 2.00		$ 2.00
Sponsor \| Mustang Sponsor LLC [Member] \| Related Party Loans \| Working capital loans warrant
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant		$ 1,500,000		$ 1,500,000
Price of warrant		$ 2.00		$ 2.00
Amount outstanding		$ 500,000		$ 500,000
Common stock par value per share		$ 0.0001		$ 0.0001
Maximum borrowing capacity of related party promissory note						$ 500,000
Sponsor \| Mustang Sponsor LLC [Member] \| Related Party Loans \| Working capital loans warrant \| Common Class A [Member]
RELATED PARTY TRANSACTIONS
Price of warrant		$ 2.00		$ 2.00
Affiliate Of The Sponsor \| Administrative Support Agreement
RELATED PARTY TRANSACTIONS
Expenses per month				$ 10,000
Expenses incurred		$ 30,000	$ 30,000	90,000	$ 90,000
Accrued expenses		$ 70,000		$ 70,000			$ 0

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)					3 Months Ended		9 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Aug. 14, 2023	Feb. 16, 2023	Feb. 14, 2023	Feb. 23, 2022	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities							three
Aggregate deferred underwriting fee							$ 36,225,000
Deferred fee per unit					$ 0.35		$ 0.35
Reduction in deferred underwriting fee payable	$ 14,490,000	$ 21,735,000	$ 21,735,000
Gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities	311,527	467,291	467,291		$ 311,527		$ 778,818
Waiver of offering costs allocated to Class A ordinary shares subject to possible redemption	$ 14,178,473	$ 21,267,709	$ 21,267,709		14,178,473	$ 21,267,709
Accrued expense related to shared costs					747,900		747,900	$ 1,728,564
Deferred underwriting fees					$ 0		$ 0
Cost Sharing Agreement
COMMITMENTS AND CONTINGENCIES
Percentage of cost sharing expense				55.40%

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details)	9 Months Ended
	Sep. 30, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares
Class A ordinary shares
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Ordinary shares, shares authorized	600,000,000	600,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, votes per share \| Vote	1
Class A ordinary shares subject to possible redemption
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
Temporary equity, shares issued	2,103,614	103,500,000
Temporary equity, shares outstanding	2,103,614	103,500,000

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

SHAREHOLDERS' DEFICIT - Common Stock Shares (Details) - Class B ordinary shares	9 Months Ended
	Sep. 30, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares
SHAREHOLDERS' DEFICIT
Ordinary shares, shares authorized	60,000,000	60,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, votes per share \| Vote	1
Ordinary shares, shares issued	25,875,000	25,875,000
Ordinary shares, shares outstanding	25,875,000	25,875,000
Ratio to be applied to the stock in the conversion	20

WARRANT LIABILITIES (Details)	9 Months Ended
WARRANT LIABILITIES (Details)	Sep. 30, 2023 D $ / shares shares	Dec. 31, 2022 shares	Feb. 04, 2021 $ / shares shares
Initial Public Offering
WARRANT LIABILITIES
Number of warrants issued \| shares			25,875,000
Purchase price, per unit			$ 10.00
Class A ordinary shares
WARRANT LIABILITIES
Number of warrants issued \| shares	37,225,000	37,225,000
Warrant [Member] \| Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 \| Class A ordinary shares
WARRANT LIABILITIES
Stock price trigger for redemption of warrants (in dollars per share)	$ 18.00
Threshold trading days for calculating Market Value	30 days
Threshold trading days for redemption of public warrants	20 days
Private Placement Warrants
WARRANT LIABILITIES
Warrants outstanding \| shares	11,350,000	11,350,000
Private Placement Warrants \| Initial Public Offering
WARRANT LIABILITIES
Number of warrants issued \| shares			11,350,000
Private Placement Warrants \| Class A ordinary shares
WARRANT LIABILITIES
Warrants outstanding \| shares	11,350,000	11,350,000
Threshold, (in days, months, years)	30 days
Private Placement Warrants \| Redemptions of warrants when the price per Class A ordinary share equals or exceeds $18.00
WARRANT LIABILITIES
Stock price trigger for redemption of warrants (in dollars per share)	$ 18.00
Private Placement Warrants \| Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00
WARRANT LIABILITIES
Stock price trigger for redemption of warrants (in dollars per share)	$ 10.00
Public Warrants
WARRANT LIABILITIES
Threshold, (in days, months, years)	30 days
Public Warrants expiration term	5 years
Maximum period after business combination in which to file registration statement	20 days
Period of time within which registration statement is expected to become effective	60 days
Maximum threshold period for registration statement to become not effective after business combination	60 days
Public Warrants \| Initial Public Offering
WARRANT LIABILITIES
Threshold, (in days, months, years)	1 year
Public Warrants \| Class A ordinary shares
WARRANT LIABILITIES
Warrants outstanding \| shares	25,875,000	25,875,000
Share price trigger used to measure dilution of warrant	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	0.60
Trading period after business combination used to measure dilution of warrant \| D	20
Warrant exercise price adjustment multiple	1.15
Warrant redemption price adjustment multiple	1.80
Public Warrants \| Redemptions of warrants when the price per Class A ordinary share equals or exceeds $18.00
WARRANT LIABILITIES
Redemption period	30 days
Public Warrants \| Redemptions of warrants when the price per Class A ordinary share equals or exceeds $18.00 \| Class A ordinary shares
WARRANT LIABILITIES
Stock price trigger for redemption of warrants (in dollars per share)	$ 18.00
Warrant redemption condition minimum share price	$ 18.00
Threshold consecutive trading days for redemption of public warrants \| D	20
Threshold trading days for calculating Market Value	30 days
Threshold number of business days before sending notice of redemption to warrant holders \| D	3
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption price per public warrant (in dollars per share)	$ 0.01
Public Warrants \| Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00
WARRANT LIABILITIES
Threshold trading days for redemption of public warrants	30 days
Public Warrants \| Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 \| Class A ordinary shares
WARRANT LIABILITIES
Stock price trigger for redemption of warrants (in dollars per share)	$ 10.00
Threshold number of business days before sending notice of redemption to warrant holders \| D	3
Minimum threshold written notice period for redemption of public warrants	30 days
Share Price	$ 10.00
Maximum Threshold Period For Filing Registration Statement After Business Combination	20 days
Redemption price per public warrant (in dollars per share)	$ 0.10
Purchase price, per unit	$ 10.00

FAIR VALUE MEASUREMENTS (Details) - USD ($)	3 Months Ended	9 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Held To Maturity
Value of shares redeemed	$ (1,032,028,964)	$ (1,032,028,964)
Assets:
Investments held in Trust Account		22,786,141	$ 1,050,320,264
Liabilities:
Warrant Liability		1,489,000	2,605,750
Public Warrants
Liabilities:
Warrant Liability		1,035,000
U.S. Treasury Securities
Held To Maturity
Value of shares redeemed		1,032,028,964
Assets:
Investments held in Trust Account			1,050,320,093
Cash
Assets:
Investments held in Trust Account		22,786,141	171
Level 1 \| Recurring \| Public Warrants
Liabilities:
Warrant Liability		1,035,000	1,811,250
Level 1 \| U.S. Treasury Securities
Held To Maturity
Amortized Cost			1,050,320,093
Gross Holding Gain			80,230
Fair Value			1,050,400,323
Level 1 \| U.S. Treasury Securities \| Recurring
Assets:
Investments held in Trust Account			1,050,400,323
Level 2 \| Recurring \| Private Placement Warrants
Liabilities:
Warrant Liability		$ 454,000	$ 794,500