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

☒ 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

CC NEUBERGER PRINCIPAL HOLDINGS III

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39984		98-1552405
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

200 Park Avenue, 58th Floor

New York, New York

10166

(Address Of Principal Executive Offices)

(Zip Code)

(212) 355-5515

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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-fifth of one redeemable warrant	PRPC.U	NYSE
Class A ordinary shares included as part of the units	PRPC	NYSE
Redeemable warrants included as part of the units	PRPC.WS	NYSE

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

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

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

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging growth company	☒

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

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

As of November 13, 2023, 4,537,338 Class A ordinary shares, par value $0.0001 per share, and 15,062,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

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CC NEUBERGER PRINCIPAL HOLDINGS III

Form 10-Q

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		Page
PART I. FINANCIAL INFORMATION

Item 1.	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	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	34

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CC NEUBERGER PRINCIPAL HOLDINGS III

CONDENSED BALANCE SHEETS


	September 30, 2023		December 31, 2022
	(unaudited)
Assets:
Current assets:
Cash	$	49,709	$	399,123
Prepaid expenses		100,702		69,350
Total current assets		150,411		468,473
Cash and investments held in Trust Account		49,483,722		408,518,813
Total Assets	$	49,634,133	$	408,987,286

Liabilities, Commitments and Contingencies and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	—	$	3,908
Accrued expenses		27,450		28,691
Due to related party		639,286		459,286
Total current liabilities		666,736		491,885
Non-current accounts payable and accrued expenses		738,775		576,939
Working capital loan, at fair value		185,800		72,000
Promissory note – related party, net of discount		1,747,737		—
Conversion option liability, at fair value		136,350		—
Deferred underwriting commissions		14,087,500		14,087,500
Derivative liabilities		6,165,000		1,444,000
Total liabilities		23,727,898		16,672,324

Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 4,537,338 shares and 40,250,000 shares subject to possible redemption at $10.88 and $10.15 per share at September 30, 2023 and December 31, 2022, respectively		49,383,722		408,418,813

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2023 and December 31, 2022, respectively		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 15,062,500 shares issued and outstanding at September 30, 2023 and December 31, 2022		1,506		1,506
Additional paid-in capital		—		—
Accumulated deficit		(23,478,993)		(16,105,357)
Total shareholders’ deficit		(23,477,487)		(16,103,851)
Total Liabilities, Commitments and Contingencies and Shareholders’ Deficit	$	49,634,133	$	408,987,286

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

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CC NEUBERGER PRINCIPAL HOLDINGS III

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
General and administrative expenses	$	366,643	$	332,743	$	1,354,749	$	1,099,932
Loss from operations		(366,643)		(332,743)		(1,354,749)		(1,099,932)

Other income (expense):
Change in fair value of derivative asset and liabilities		540,475		2,182,500		(4,911,882)		26,759,000
Gain on investments held in Trust Account		594,335		1,877,431		3,499,504		2,429,899
Amortization of debt discount		(17,686)		—		(27,005)		—
Total other income (expense), net		1,117,124		4,059,931		(1,439,383)		29,188,899

Net income (loss)	$	750,481	$	3,727,188	$	(2,794,132)	$	28,088,967

Basic and diluted weighted average shares outstanding of Class A ordinary shares		4,537,338		40,250,000		9,132,717		40,250,000
Basic and diluted net income (loss) per Class A ordinary share	$	0.04	$	0.07	$	(0.12)	$	0.51
Basic and diluted weighted average shares outstanding of Class B ordinary shares		15,062,500		15,062,500		15,062,500		15,062,500
Basic and diluted net income (loss) per Class B ordinary share	$	0.04	$	0.07	$	(0.12)	$	0.51

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

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CC NEUBERGER PRINCIPAL HOLDINGS III

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2023	—	$	—	15,062,500	$	1,506	$	—	$	(16,105,357)	$	(16,103,851)
Increase in redemption value of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(2,768,654)		(2,768,654)
Net loss	—		—	—		—		—		(3,970,649)		(3,970,649)
Balance - March 31, 2023 (unaudited), as revised	—		—	15,062,500		1,506		—		(22,844,660)		(22,843,154)
Increase in redemption value of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(856,515)		(856,515)
Net income	—		—	—		—		—		426,036		426,036
Balance - June 30, 2023 (unaudited)	—		—	15,062,500		1,506		—		(23,275,139)		(23,273,633)
Increase in redemption value of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(954,335)		(954,335)
Net income	—		—	—		—		—		750,481		750,481
Balance — September 30, 2023 (unaudited)	—	$	—	15,062,500	$	1,506	$	—	$	(23,478,993)	$	(23,477,487)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - January 1, 2022	—	$	—	15,062,500	$	1,506	$	—	$	(44,239,689)	$	(44,238,183)
Net income	—		—	—		—		—		10,622,257		10,622,257
Balance — March 31, 2022 (unaudited)	—		—	15,062,500		1,506		—		(33,617,432)	$	(33,615,926)
Increase in redemption value of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(560,625)		(560,625)
Net income	—		—	—		—		—		13,739,522		13,739,522
Balance - June 30, 2022 (unaudited)	—		—	15,062,500		1,506		—		(20,438,535)	$	(20,437,029)
Increase in redemption value of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(1,877,431)		(1,877,431)
Net income	—		—	—		—		—		3,727,188		3,727,188
Balance - September 30, 2022 (unaudited)	—	$	—	15,062,500	$	1,506	$	—	$	(18,588,778)	$	(18,587,272)

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

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CC NEUBERGER PRINCIPAL HOLDINGS III

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


	For The Nine Months Ended
	September 30,
	2023		2022
Cash Flows from Operating Activities:
Net (loss) income	$	(2,794,132)	$	28,088,967
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of derivative asset and liabilities		4,911,882		(26,759,000)
Interest income and unrealized gain on investments held in Trust Account		(3,499,504)		(2,429,899)
Amortization of debt discount		27,005		—
Changes in operating assets and liabilities:
Prepaid expenses		(31,352)		581,901
Accounts payable		(3,908)		(6,821)
Accrued expenses		(1,241)		(186,866)
Due to related party		180,000		180,000
Non-current accounts payable and accrued expenses		161,836		74,510
Net cash used in operating activities		(1,049,414)		(457,208)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		(1,080,000)		—
Cash withdrawn from Trust Account in connection with redemptions		363,614,595		—
Net cash provided by investing activities		362,534,595		—

Cash Flows from Financing Activities:
Proceeds from promissory note - related party		1,780,000		—
Redemption of Ordinary shares		(363,614,595)		—
Net cash used in financing activities		(361,834,595)		—

Net change in cash		(349,414)		(457,208)
Cash - beginning of the period		399,123		908,154
Cash - ending of the period	$	49,709	$	450,946

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

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CC NEUBERGER PRINCIPAL HOLDINGS III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

CC Neuberger Principal Holdings III (the “Company”) is a blank check company incorporated in the Cayman Islands on July 24, 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 that the Company has not yet selected (“Business Combination”). The Company may pursue a Business Combination in any industry or sector.

As of September 30, 2023, the Company had not yet commenced operations. All activity for the period from July 24, 2020 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, since the closing of the Initial Public Offering, a search for a business combination candidate. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is CC Neuberger Principal Holdings III Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 2, 2021. On February 5, 2021, the Company consummated its Initial Public Offering of 40,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 5,250,000 additional Units to cover the underwriters’ over-allotment (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $402.5 million, and incurring offering costs of approximately $22.7 million, of which approximately $14.1 million was for deferred underwriting commissions (Note 7).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,050,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.1 million (Note 5).

Upon the closing of the Initial Public Offering and the Private Placement, $402.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in Trust). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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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CC NEUBERGER PRINCIPAL HOLDINGS III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company will provide its 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 a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”)Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirement, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to the Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.

Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

On February 1, 2023, the Company held an extraordinary general meeting of shareholders (the “Extension Meeting”) at which shareholders approved an amendment to the amended and restated memorandum and articles of association to extend the date by which the Company must complete a business combination from February 5, 2023, to May 5, 2023 (the “Extended Date”), and to allow the Company, without another shareholder vote, to elect to further extend the date to consummate a business combination up to nine times by an additional month each time after the Extended Date, for a total of up to an additional nine months, to February 5, 2024, by resolution of the Company’s board of directors, if requested by the Sponsor (the “Extension”). The shareholders’ also approved to eliminate from the Company’s Memorandum and Articles of Association the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001. The Extension and corresponding amendments to the amended and restated memorandum and articles of association did not impact or change any aspect of the forward purchase agreement the Company has entered into with NBOKS.

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CC NEUBERGER PRINCIPAL HOLDINGS III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

In addition, the Company’s Sponsor agreed that as part of the Extension approval, the Sponsor or one or more of its affiliates, members or third-party designees, would contribute to the Company as a loan, within five business days of the date of the Extension Meeting, $360,000, to be deposited into the Trust Account established in connection with the Company’s initial public offering. In addition, in the event the Company does not consummate an initial business combination by the Extended Date, the Lender may contribute to the Company $120,000 as a loan to be deposited into the Trust Account for each of nine one-month extensions following the Extended Date.

Accordingly, on February 1, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,040,000 (the “Promissory Note”) to the Sponsor. The Sponsor funded the initial principal amount of $560,000 on February 6, 2023. The Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. At the election of the payee, up to $1,500,000 of the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the lender into warrants of the Company at a price of $1.00 per warrant, which warrants would be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company.

In connection with the Extension, the holders of 35,712,662 Class A ordinary shares, representing approximately 89% of our issued and outstanding Class A ordinary shares, exercised their rights to redeem their shares for an aggregate redemption amount of approximately $363.6 million in cash. Subsequent to the redemption, 4,537,338 of our Class A ordinary shares remained outstanding. The respective Trust proceeds were placed in an interest bearing depository account at Citibank, N.A. to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act). As of September 30, 2023, this depository account was earning a 4.75% interest rate, subject to change periodically. This depository account is subject to the federally insured limit of up to $250,000. Additionally, subsequent to the redemption and as of the date the financial statements were available to be issued, the Company continued to meet the minimum requirements to remain listed on the NYSE.

If the Company is unable to complete a Business Combination by May 5, 2023, or up to twelve months from the original termination date of February 5, 2023 (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 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

On April 28, 2023, the Company deposited $360,000 into the Company's trust account established in connection with the Company's initial public offering, for its Class A subject to redemption shareholders. This deposit enables the Company to extend the date by which it must complete its initial business combination from May 5, 2023 to August 5, 2023 (the "Extension"). The Extension represents three of up to nine one-month extensions permitted under the Company's amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial business combination. The Company funded the Extension by drawing down on the Promissory Note issued by the Company to the Sponsor (as discussed in Note 5).

On August 1, 2023, CC Neuberger Principal Holdings III (the “Company”) deposited $360,000 into the Company’s trust account for its public shareholders. This deposit enables the Company to extend the date by which it must complete its initial business combination from August 5, 2023 to November 5, 2023 (the “Extension”). The Extension includes the fourth, fifth and sixth of up to nine one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial business combination.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable).

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CC NEUBERGER PRINCIPAL HOLDINGS III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per Public Share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering 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 vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and 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.

Going Concern

As of September 30, 2023, the Company had approximately $50,000 in its operating bank account and working capital deficit of approximately $516,000.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (see Note 5), and a loan from the Sponsor of approximately $181,000 under the Note (see Note 5). The Company fully repaid the Note on June 8, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company a Working Capital Loans (as defined in Note 5) as may be required. On May 20, 2021, the Company issued a Working Capital Loan in the principal amount of $1,000,000 to the Sponsor. See Note 5 for more details.

The Company cannot provide any assurance that new financing along the lines detailed above will be available to it on commercially acceptable terms, if at all. Further, the Company has until the end of the Combination Period to consummate a Business Combination, but the Company cannot provide assurance that it will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Basis of Presentation - Going Concern,” management has determined that the working capital deficit and mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, see Note 11 for additional information. The condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete its initial Business Combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after the end of the Combination Period, nor do

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these condensed financial statements 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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or any future period.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 23, 2023.

Emerging Growth Company

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

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

Concentration of Credit Risk

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

Cash and Cash Equivalents

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

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Investment Securities Held in Trust Account

Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which may be 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 money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by management of the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. Investments held in Trust Account are classified as trading securities, which are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of trading securities is included in investment income on Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit. The Trust Account may also contain balances of cash as result of investment activity.

Use of Estimates

The preparation of 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, including, but not limited to, derivative assets and liabilities, at the date of the condensed financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the accompanying condensed balance sheets, except for derivative liabilities and conversion option liability (see Note 10).

Fair Value Measurements

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

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

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

●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

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Working Capital Loan

The Company has elected the fair value option to account for its Working Capital Loan with its Sponsor as defined and more fully described in Note 5. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in the fair value of the conversion feature are recorded as change in the fair value of working capital loan on the balance sheet and change in fair value of derivative liabilities on the statement of operations. The fair value of the conversion feature is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability.

The Working Capital Loan is convertible into warrants upon a successful business combination. In the event of an unsuccessful business combination, the Working Capital Loan is forgiven and expires worthless.

The working capital loan is classified on the accompanying condensed balance sheets as a non-current liability as the Company does not expect to the settle the liability with current assets.

Promissory Note – Related Party

The Company analyzed the Promissory Note – Related Party, as described in Note 5, to assess if the fair value option was appropriate, due to fair value of the note being significantly below par value at initial borrowing, which results in an offsetting entry to additional paid in capital and under the related party guidance which precludes the fair value option it was determined the fair value option was not appropriate. As such, the Company accounted for the Promissory Note - Related Party, analyzing the conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments.

The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.

Non-current Accounts Payable and Accrued Expenses

Non-current accounts payable and accrued expenses includes fees incurred with certain vendors where settlement or liquidation of amounts due is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Derivative Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock 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.

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The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities. The Company also entered into a Forward Purchase Agreement which is classified as a derivative liability. The Forward Purchase Agreement provides for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share and three-twentieths of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of our initial Business Combination. All of our outstanding warrants and the forward purchase agreement are recognized as derivative assets or liabilities in accordance with ASC 815-40.

In the event of an unsuccessful business combination, the warrants will expire worthless, with no liability due and a reversal of the accumulated deficit.

For equity-linked contracts that are classified as assets or liabilities, we record the fair value of the equity-linked contracts at each balance sheet date and record the change in the statements of operations as a (gain) loss on change in fair value of derivative assets and liabilities. The public warrants were initially valued using a binomial lattice pricing model and have subsequently been measured based on the listed market price of such warrants. The Private Placement Warrants are valued using a Black-Scholes pricing model. Our Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend rate, expiration dates and risk-free rates.

The estimates used to calculate the fair value of our derivative assets and liabilities change at each balance sheet date based on our stock price and other assumptions described above. If our assumptions change or we experience significant volatility in our stock price or interest rates, the fair value calculated from one balance sheet period to the next could be materially different.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the issuance of the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. These offering costs are only payable in the event of a successful business combination.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. 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 the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 4,537,338 shares and 40,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying condensed balance sheets, respectively.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

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Income Taxes

FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of 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 subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net income (loss) per ordinary share

The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods. The Company has not considered the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 18,100,000 Class A ordinary shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2023 and 2022. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023				September 30, 2023
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss)	$	173,735	$	576,746	$	(1,054,672)	$	(1,739,460)

Denominator:
Basic and diluted weighted average common shares outstanding		4,537,338		15,062,500		9,132,717		15,062,500

Basic and diluted net income (loss) per common share	$	0.04	$	0.04	$	(0.12)	$	(0.12)


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2022				September 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	2,712,214	$	1,014,974	$	20,439,881	$	7,649,086

Denominator:
Basic and diluted weighted average common shares outstanding		40,250,000		15,062,500		40,250,000		15,062,500

Basic and diluted net income per common share	$	0.07	$	0.07	$	0.51	$	0.51

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Recent Accounting Pronouncements

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

NOTE 3- INITIAL PUBLIC OFFERING

On February 5, 2021, the Company consummated its Initial Public Offering of 40,250,000 Units, including 5,250,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $402.5 million, and incurring offering costs of approximately $22.7 million, of which approximately $14.1 million was for deferred underwriting commissions. The deferred underwriting commissions 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.

Each Unit consists of one Class A ordinary share and one-fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).

NOTE 4 - RELATED PARTY TRANSACTIONS

Forward Purchase Agreement

In connection with the consummation of the Initial Public Offering, the Company entered into the Forward Purchase Agreement with Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”), a member of the Sponsor, which provided for the purchase of up to $200,000,000 of units (the “Forward Purchase Units”), with each Unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and three-twentieths of one warrant to purchase one Class A ordinary share (the “Forward Purchase Warrants”) at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per Forward Purchase Unit, in a private placement to occur concurrently with the closing of the initial Business Combination. The obligations under the Forward Purchase Agreement will not depend on whether any Class A ordinary shares are redeemed by the Public Shareholder.

Founder Shares

On August 14, 2020, the Company issued an aggregate of 22,250,000 Class B ordinary shares to the Sponsor in exchange for a $25,000 payment from the Sponsor to cover for certain expenses on behalf of the Company, or approximately $0.001 per share (the “Founder Shares”). On January 13, 2021, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration 7,187,500 Class B ordinary shares resulting in 15,062,500 Class B ordinary shares outstanding. On January 14, 2021, June 24, 2021 and April 29, 2022, respectively, the Sponsor transferred 40,000 Founder Shares to each of Keith W. Abell, J. Joel Hackney, Jr. and Matthew Mannelly, the independent directors for approximately $0.001 per share. The Sponsor agreed to forfeit up to an aggregate of 1,312,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the number of Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering plus the number of Class A ordinary shares to be sold pursuant to any forward purchase agreement to be entered into in connection with the Initial Public Offering (the “Forward Purchase Agreement”) as described below. On February 5, 2021, the underwriters fully exercised their over-allotment option; thus, these 1,312,500 Founder Shares were no longer subject to forfeiture.

The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) subsequent to the initial Business Combination (x) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (y) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial

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Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,050,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.1 million.

Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. Certain 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

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

Related Party Loans

On August 14, 2020, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to the Note. The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of February 5, 2021, the Company borrowed approximately $181,000 under the Note. The loan balance was repaid in full as of June 8, 2021.

In addition, in order to finance transaction costs in connection with a Business Combination, or for general operating purposes, 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. 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. On May 20, 2021, the Company issued a Working Capital Loan in the principal amount of $1,000,000 to the Sponsor. As of September 30, 2023 and December 31, 2022, $1.0 million was drawn in aggregate on the working capital loans and presented their fair value of approximately $186,000 and $72,000, respectively, on the accompanying condensed balance sheets.

In connection with the Extension Meeting, as described in Note 1 on February 1, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,040,000 (the “Promissory Note”) to the Sponsor. The Sponsor funded the initial principal amount of $560,000 on February 6, 2023. Additionally, the Sponsor funded three drawdowns by the Company on April 28, 2023, May 10, 2023, and August 1, 2023 in the principal amount of $360,000, $200,000, and $660,000 respectively. The Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. At the election of the payee, up to $1,500,000 of the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the lender into warrants of the Company at a price of $1.00 per warrant, which warrants would be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company.

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As of September 30, 2023, $1.78 million was drawn in aggregate on the Promissory Note – Related Party, presented, net of discount of approximately $32,000, on the accompanying condensed balance sheets.

Administrative Support Agreement

Commencing on the effective date of the registration statement on Form S-1 related to the Initial Public Offering through the earlier of consummation of the initial Business Combination and the Company’s liquidation, we reimburse the Sponsor for office space, secretarial and administrative services provided to us in the amount of $20,000 per month. The Company incurred approximately $60,000 and $180,000 , $60,000, and $180,000 in General and administrative expenses in the accompanying unaudited condensed statements of operations for the three and nine months ended September 30, 2023 and 2022, respectively. Approximately $639,000 and $459,000 was included in Due to related party at September 30, 2023 and December 31, 2022, respectively.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants and 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 Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement entered into upon the closing date of the Initial Public Offering. 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 “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the prospectus of the Initial Public Offering to purchase up to 5,250,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On February 5, 2021, the underwriters fully exercised their over-allotment option.

The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $8.1 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred underwriting commission of $0.35 per unit, or approximately $14.1 million 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.

Non-current accounts payable and accrued expenses

The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer their fees until the closing of the initial Business Combination. As of September 30, 2023 and December 31, 2022, the Company recorded an aggregate of approximately $739,000 and $577,000, respectively, in connection with such arrangement as non-current accounts payable and accrued expenses in the accompanying condensed balance sheets.

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NOTE 6 - CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

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 the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holder of the Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were 4,537,338 and 40,250,000 shares of class A ordinary shares outstanding, respectively, all of which were subject to possible redemption.

As of September 30, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table:


Gross Proceeds	$	402,500,000
Less:
Offering costs allocated to Class A shares subject to possible redemption		(22,089,093)
Proceeds allocated to Public Warrants at issuance		(12,397,000)
Plus:
Accretion on Class A ordinary shares subject to possible redemption		34,486,093
Class A ordinary shares subject to possible redemption as of December 31, 2021		402,500,000
Increase in redemption value of Class A ordinary shares subject to possible redemption		5,918,813
Class A ordinary shares subject to possible redemption as of December 31, 2022		408,418,813
Less redemptions by shareholders of Class A ordinary shares subject to possible redemption in connection with the Extension (see Note 1)		(363,614,595)
Increase in redemption value of Class A ordinary shares subject to possible redemption		2,768,654
Class A ordinary shares subject to possible redemption as of March 31, 2023		47,572,872
Increase in redemption value of Class A ordinary shares subject to possible redemption		856,515
Class A ordinary shares subject to possible redemption as of June 30, 2023		48,429,387
Increase in redemption value of Class A ordinary shares subject to possible redemption		954,335
Class A ordinary shares subject to possible redemption as of September 30, 2023	$	49,383,722

NOTE 8 - SHAREHOLDERS’ DEFICIT

Class A Ordinary Shares—The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. At September 30, 2023 and December 31, 2022, respectively, there were 4,537,338 shares and 40,250,000 Class A ordinary shares issued and outstanding, respectively. All Class A ordinary shares subject to possible redemption have been classified as temporary equity (see Note 7).

Class B Ordinary Shares—The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of September 30, 2023 and December 31, 2022, there were 15,062,500 Class B ordinary shares issued and outstanding.

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CC NEUBERGER PRINCIPAL HOLDINGS III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Only holders of Class B ordinary shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of our initial business combination, holders of a majority of our Class B ordinary shares may remove a member of our board of directors for any reason. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint or remove directors prior to our initial business combination may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting.

Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination, or earlier at the option of the holder thereof, on a one-for-one basis. However, if additional Class A ordinary shares or any other equity-linked securities (as defined below) are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as converted basis, 20% of the sum of (i) the total number of ordinary shares 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 the initial Business Combination (including any Class A ordinary shares to be sold pursuant to a Forward Purchase Agreement, but not any warrants sold pursuant to a Forward Purchase Agreement), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis. Any conversion of Class B ordinary shares described herein will take effect as a redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

Preference Shares-The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. At September 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

NOTE 9 - DERIVATIVE LIABILITIES

Warrants

As of September 30, 2023 and December 31, 2022, the Company has 8,050,000 Public Warrants and 10,050,000 Private Placement Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. 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 Initial Public Offering. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after 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 Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a Public 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.

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CC NEUBERGER PRINCIPAL HOLDINGS III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00.

Once the warrants become exercisable, the Company may redeem the Public Warrants (except 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; and

●

if, and only if, the reported closing price of the Company’s 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 prior to the date on which 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 Public 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; and

●

if, and only if, the last reported sale price (the “closing price”) of the Company’s 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.

If and when the Public 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.

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CC NEUBERGER PRINCIPAL HOLDINGS III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants 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 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.

Forward purchase agreement

The Forward Purchase Agreement provides for the purchase of up to $200,000,000 of units, with each unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and three-twentieths of one warrant to purchase one Class A ordinary share at $11.50 per share (the “Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the initial Business Combination.

NOTE 10 - FAIR VALUE MEASUREMENTS

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

September 30, 2023


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable
	(Level 1)		(Level 2)		Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities (1)	$	—	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public		1,529,500		—		—
Derivative warrant liabilities - Private		—		—		1,909,500
Derivative liabilities – Forward purchase agreement		—		—		2,726,000
Working capital loan		—		—		185,800
Conversion option liability		—		—		136,350

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CC NEUBERGER PRINCIPAL HOLDINGS III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

December 31, 2022


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable
	(Level 1)		(Level 2)		Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities (1)	$	328,414,326	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public		402,500		—		—
Derivative warrant liabilities - Private		—		—		502,500
Derivative liabilities - Forward purchase agreement		—		—		539,000
Working capital loan		—		—		72,000

(1)	Excludes $0 and $50,714,282 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value and $49,483,722 and $29,390,205 in cash at September 30, 2023 and December 31, 2022, respectively.

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three and nine months ended September 30, 2023.

Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

The fair value of warrants issued in connection with the Initial Public Offering and Private Placement were initially measured at fair value using a binomial / lattice model for the public warrants and the Black-Scholes Option Pricing Model for the private warrants. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since March 2021. The Company’s Private Placement Warrants are valued a using Black-Scholes pricing model. The Company’s working capital loan and are valued using a Monte Carlo simulation analysis on the convertible feature and a present value of the host contract. The Company’s conversion option liability is valued using a Monte Carlo simulation analysis on the convertible feature of the Promissory Note. The company’s Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. For the three months ended September 30, 2023 and 2022, the Company recognized a gain on the accompanying unaudited condensed statements of operations resulting from an decrease in the fair value of derivative liabilities of approximately $540,000 and $2.2 million, respectively, presented as Change in fair value of derivative liabilities on the accompanying unaudited condensed statements of operations. For the nine months ended September 30, 2023 and 2022, the Company recognized a (loss)/gain on the accompanying unaudited condensed statements of operations resulting from an (increase)/decrease in the fair value of derivative liabilities of approximately ($4.9 million) and $26.8 million, respectively, presented as Change in fair value of derivative liabilities on the accompanying unaudited condensed statements of operations.

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CC NEUBERGER PRINCIPAL HOLDINGS III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The change in the fair value of the Level 3 derivative warrant liabilities for the three and nine months ended September 30, 2023 and 2022, respectively, are summarized as follows:


	Derivative warrant		Forward purchase
	liabilities		agreement		Total
Derivative (assets) liabilities at December 31, 2022	$	502,500	$	539,000	$	1,041,500
Change in fair value of derivative warrant liabilities		1,507,500		—		1,507,500
Change in fair value of forward purchase agreement		—		2,880,000		2,880,000
Derivative (assets) liabilities at March 31, 2023	$	2,010,000	$	3,419,000	$	5,429,000
Change in fair value of derivative warrant liabilities		100,500		—		100,500
Change in fair value of forward purchase agreement		—		(494,000)		(494,000)
Derivative (assets) liabilities at June 30, 2023	$	2,110,500	$	2,925,000	$	5,035,500
Change in fair value of derivative warrant liabilities		(201,000)		—		(201,000)
Change in fair value of forward purchase agreement		—		(199,000)		(199,000)
Derivative (assets) liabilities at September 30, 2023	$	1,909,500	$	2,726,000	$	4,635,500


	Derivative warrant		Forward purchase
	liabilities		agreement		Total
Derivative (assets) liabilities at December 31, 2021	$	18,793,500	$	1,697,000	$	20,490,500
Change in fair value of derivative warrant liabilities		(5,326,500)		—		(5,326,500)
Change in fair value of forward purchase agreement		—		(1,236,000)		(1,236,000)
Derivative (assets) liabilities at March 31, 2022		13,467,000		461,000		13,928,000
Change in fair value of derivative warrant liabilities		(10,351,500)		—		(10,351,500)
Change in fair value of forward purchase agreement		—		(77,000)		(77,000)
Derivative (assets) liabilities at June 30, 2022		3,115,500		384,000		3,499,500
Change in fair value of derivative warrant liabilities		(1,306,500)		—		(1,306,500)
Change in fair value of forward purchase agreement		—		460,000		460,000
Derivative (assets) liabilities at September 30, 2022	$	1,809,000	$	844,000	$	2,653,000

The change in the fair value of the working capital loan measured with Level 3 inputs for the three and nine months ended September 30, 2023 is summarized as follows:


Fair value of working capital loan as of December 31, 2022	$	72,000
Change in fair value of working capital loan		134,410
Fair value of working capital loan as of March 31, 2023	$	206,410
Change in fair value of working capital loan		7,190
Fair value of working capital loan as of June 30, 2023	$	213,600
Change in fair value of working capital loan		(27,800)
Fair value of working capital loan as of September 30, 2023	$	185,800

The change in the fair value of the working capital loan measured with Level 3 inputs for the three and nine months ended September 30, 2022 is summarized as follows:


Fair value of working capital loan at December 31, 2021	$	1,877,000
Change in fair value of working capital loan		(533,000)
Fair value of working capital loan at March 31, 2022		1,344,000
Change in fair value of working capital loan		(693,000)
Fair value of working capital loan at June 30, 2022		651,000
Change in fair value of working capital loan		(370,000)
Fair value of working capital loan at September 30, 2022	$	281,000

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CC NEUBERGER PRINCIPAL HOLDINGS III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The change in the fair value of the conversion option liability measured with Level 3 inputs for the three and nine months ended September 30, 2023 is summarized as follows:


Fair value of conversion option liability as of December 31, 2022	$	—
Initial measurement of conversion option liability on February 6, 2023		19,668
Change in fair value of conversion option liability		(1,300)
Fair value of conversion option liability as of March 31, 2023	$	18,368
Initial measurement of conversion option liability on April 28, 2023		4,935
Initial measurement of conversion option liability on May 10, 2023		2,332
Change in fair value of conversion option liability		110,557
Fair value of conversion option liability as of June 30, 2023	$	136,192
Initial measurement of conversion option liability on August 1, 2023		32,333
Change in fair value of conversion option liability		(32,175)
Fair value of conversion option liability as of September 30, 2023	$	136,350

The valuation methodologies for the warrants, working capital loan,forward purchase agreement, and conversion option included on the accompanying condensed balance sheets include certain significant unobservable inputs, resulting in such valuations to be classified as Level 3 in the fair value measurement hierarchy. The methodologies include a probability of a successful business combination. The warrant valuation models also include expected volatility, which can vary depending on where the Company stands in identifying a business combination target. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since March 2021. For public warrants and when such warrants are not yet trading and we do not have observed pricing in public markets, we assume a volatility based on research on SPAC warrants and the implied volatilities shortly after they start trading. The volatility of the private placement warrants may vary from the volatility of the public warrants depending on the specific characteristics of the public and private placement warrants. As of September 30, 2023 and December 31, 2022, we assumed a volatility based on the implied volatility of the Public Warrants issued by the Company.

The following tables provide quantitative information regarding Level 3 fair value measurement inputs at the measurement dates:


	As of September 30,			As of December 31,
Private Warrants	2023			2022
Stock price	$	10.90		$	10.10
Volatility		5.5	%		1.2	%
Expected life of the options to convert		5.2			5.1
Risk-free rate		4.6	%		4.0	%
Dividend yield		0.0	%		0.0	%

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CC NEUBERGER PRINCIPAL HOLDINGS III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


	As of September 30,			As of December 31,
Forward Purchase Agreements	2023			2022
Stock price	$	10.90		$	10.10
Probability of closing		10.0	%		7.5	%
Discount term		0.6			0.3
Risk-free rate		4.6	%		4.0	%


	As of September 30,			As of December 31,
Working Capital Loan	2023			2022
Stock price	$	10.90		$	10.10
Volatility		5.5	%		1.2	%
Expected life of the options to convert		5.2			5.0
Risk-free rate		4.6	%		4.0	%
Dividend yield		0.0	%		0.0	%
Probability of merger closing		10.0	%		7.5	%


	As of September 30,			May 10, 2023			April 28, 2023			February 6, 2023
Conversion option liability	2023			(initial measurement)			(initial measurement)			(initial measurement)
Stock price	$	10.90		$	10.45		$	10.33		$	10.10
Volatility		5.5	%		4.5	%		5.2	%		8.1	%
Expected life of the options to convert		5.2			5.2			5.2			5.2
Risk-free rate		4.6	%		3.4	%		3.5	%		3.8	%
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%
Probability of merger closing		10.0	%		20.0	%		20.0	%		20.0	%

Note 11 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date that the condensed financial statements were issued. Based upon this review, the Company determined there have been no events that have occurred that would require adjustments to the disclosures in the condensed financial statements, other than the following.

On November 7, 2023, the Company filed a Form 8-K, announcing that the board of directors have decided not to proceed with another one-month extension, as permitted under the Company's amended and restated memorandum and articles that allow the Company to extend the date by which it must complete its initial business combination.

As per the Company's Articles, by not consummating an initial business combination within the time period required, 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company's trust account (the “Trust Account”), including interest earned on the funds held in the Trust Account 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 the then-outstanding Public Shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

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

References to the “Company,” “CC Neuberger Principal Holdings III.,” “CC Neuberger,” “our,” “us” or “we” refer to CC Neuberger Principal Holdings III. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on July 24, 2020. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our sponsor is CC Neuberger Principal Holdings III Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for our Initial Public Offering was declared effective on February 2, 2021. On February 5, 2021, we consummated our Initial Public Offering of 40,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 5,250,000 additional Units to cover the underwriters’ over-allotment (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $402.5 million, and incurring offering costs of approximately $22.7 million, of which approximately $14.1 million was for deferred underwriting commissions (Note 6).

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 10,050,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $10.1 million (Note 5).

Upon the closing of the Initial Public Offering and the Private Placement, $402.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) and will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Our initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in Trust). However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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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If we are unable to complete a Business Combination within the Combination Period, we 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Recent Developments

On February 1, 2023, we held an extraordinary general meeting of shareholders (the “Extension Meeting”) at which shareholders approved an amendment to the amended and restated memorandum and articles of association to extend the date by which we must complete a business combination from February 5, 2023, to May 5, 2023 (the “Extended Date”), and to allow us, without another shareholder vote, to elect to further extend the date to consummate a business combination up to nine times by an additional month each time after the Extended Date, for a total of up to an additional nine months, to February 5, 2024, by resolution of our board of directors, if requested by the Sponsor (the “Extension”). The shareholders’ also approved to eliminate from our Memorandum and Articles of Association the limitation that we may not redeem public shares to the extent that such redemption would result in having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001.

In addition, our Sponsor agreed that if the Extension is approved, the Sponsor or one or more of its affiliates, members or third-party designees will contribute to us as a loan, within five business days of the date of the Extension Meeting, in the amount of $360,000, to be deposited into the trust account established in connection with our initial public offering. In addition, in the event we do not consummate an initial business combination by the Extended Date, the Lender may contribute to us $120,000 as a loan to be deposited into the Trust Account for each of nine one-month extensions following the Extended Date.

Accordingly, on February 1, 2023, we issued an unsecured promissory note in the total principal amount of up to $2,040,000 (the “Promissory Note”) to the Sponsor. The Sponsor funded the initial principal amount of $560,000 on February 6, 2023. The Promissory Note does not bear interest and matures upon closing of our initial business combination. In the event that we do not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Promissory Note will be deposited in the Trust Account. At the election of the payee, up to $1,500,000 of the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the lender into warrants of us at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company.

In connection with the Extension, the holders of 35,712,662 Class A ordinary shares, representing approximately 89% of our issued and outstanding Class A ordinary shares, for an aggregate redemption amount of approximately $363.6 million in cash. Subsequent to the redemption, 4,537,338 of our Class A ordinary shares remained outstanding. The respective Trust proceeds were placed in an interest bearing depository account at Citibank, N.A. to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act). The Company made this decision given our understanding that the SEC has recently been taking informal positions regarding the Investment Company Act consistent with the SPAC Proposed Rules. As of the date of the financial statements were available to be issued, this depository account was earning a 4.75% interest rate, subject to change periodically. This depository account is subject to the federally insured limit of up to $250,000.

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On August 1, 2023, the Company deposited $360,000 into the Company’s trust established in connection with the Company's initial public offering, for its Class A subject to redemption shareholders. This deposit enables the Company to extend the date by which it must complete its initial business combination from August 5, 2023 to November 5, 2023 (the “Extension”). The Extension includes the fourth, fifth and sixth of up to nine one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial business combination. The Company funded the Extension by drawing down on the Promissory Note issued by the Company to the Sponsor (as discussed in Note 5).

Additional Disclosure

In May 2020, CC Capital SP, LP and NBOKS founded CC Neuberger Principal Holdings II (“CCN II”), a blank check company formed for substantially similar purposes as our company. CCN II completed its initial public offering in August 2020, in which it sold 82,800,000 units, each consisting of one Class A ordinary share of CCN II and one-fourth of one redeemable warrant to purchase one Class A ordinary share of CCN II, for an offering price of $10.00 per unit, generating aggregate proceeds of $828 million. On December 9, 2021, CCN II entered into a definitive business combination agreement with affiliates of Getty Images and on July 22, 2022, CCN II and Getty Images Holdings, Inc., formerly known as Vector Holding, LLC (“New CCNB”), consummated the transactions contemplated by that definitive business combination agreement. At the closing of the business combination, NBOKS, pursuant to its backstop facility agreement with CCN II, subscribed for 30,000,000 shares of New CCNB Class A common shares, for a purchase price of $10.00 per share and aggregate purchase price of $300,000,000. As a result, as of July 22, 2022, there is no available capital under the backstop facility agreement in which NBOKS had committed capital to all special purpose acquisition companies sponsored by CC Capital Partners, LLC and NBOKS, including us.

Results of Operations

Our entire activity from inception through September 30, 2023 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial Business Combination. We will generate non-operating income in the form of interest income. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. Additionally, we recognize non-cash gains and losses within other income (expense) related to changes in recurring fair value measurement of our warrant liabilities, forward purchase agreement and working capital loan at each reporting period.

For the three months ended September 30, 2023, we had net income of approximately $751,000, which consisted of approximately $540,000 gain from changes in fair value of derivative financial instruments and approximately $594,000 in gains on investments held in the Trust Account, which was partially offset by approximately $366,000 in general and administrative costs and approximately $18,000 of amortization of debt discount.

For the three months ended September 30, 2022, we had net income of approximately $3.7 million, which consisted of approximately $333,000 in general and administrative costs, which was more than offset by $2.2 million gain from changes in fair value of derivative financial instruments and approximately $1.9 million in unrealized gains earned on investments held in the Trust Account.

For the nine months ended September 30, 2023, we had a net loss of approximately $2.8 million, which consisted of approximately $1.4 million in general and administrative costs, $4.9 million loss from changes in fair value of derivative financial instruments and approximately $27,000 of amortization of debt discount, which was partially offset by approximately $3.5 million in gain on investments held in the Trust Account.

For the nine months ended September 30, 2022, we had net income of approximately $28.1 million, which consisted of approximately $1.1 million in general and administrative costs, which was more than offset by $26.8 million gain from changes in fair value of derivative financial instruments and approximately $2.4 million in unrealized gains earned on investments held in the Trust Account.

Going Concern

As of September 30, 2023, we had approximately $50,000 in our operating bank account and working capital deficit of approximately $516,000. We will use these funds to identify and evaluate target businesses, perform business due diligence on prospective target

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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.

Our liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (see Note 5), and a loan from the Sponsor of approximately $181,000 under the Note (see Note 5). The Company repaid the Note in full on June 8, 2021. Subsequent from the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans (as defined in Note 5) as may be required. On May 20, 2021, the Company issued a Working Capital Loan in the principal amount of $1,000,000 to the Sponsor (see Note 5).

We cannot provide any assurance that new financing along the lines detailed above will be available to us on commercially acceptable terms, if at all. Further, we have until the Termination Date to consummate a Business Combination, but we cannot provide assurance that we will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with our assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Basis of Presentation - Going Concern,” we have determined that the working capital deficit and mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date we are required to liquidate. The condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. We intend to complete our initial Business Combination before the mandatory liquidation date; however, there can be no assurance that we will be able to consummate any Business Combination by the Termination Date. No adjustments have been made to the carrying amounts of assets and liabilities should we be required to liquidate after the Termination Date, nor do these condensed financial statements include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Contractual Obligations

Related Party Loans

On August 14, 2020, the Sponsor agreed to loan us up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. As of February 5, 2021, we borrowed approximately $181,000 under the Note. The loan balance was repaid in full on June 8, 2021.

In addition, in order to finance transaction costs in connection with a Business Combination or for general operating purposes, 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $2.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. 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. On May 20, 2021, the Company issued a Working Capital Loan in the principal amount of $1,000,000 to the Sponsor.

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In connection with the Extension Meeting, as described in Note 1 on February 1, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,040,000 (the “Promissory Note”) to the Sponsor. The Sponsor funded the initial principal amount of $560,000 on February 6, 2023. The Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. At the election of the payee, up to $1,500,000 of the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the lender into warrants of the Company at a price of $1.00 per warrant, which warrants would be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company.

As of September 30, 2023 and December 31, 2022, $1.0 million was drawn in aggregate on the working capital loans and presented at their fair value of approximately $186,000 and $72,000, respectively, on the accompanying condensed balance sheets. And as of September 30, 2023, $1.78 million was drawn in aggregate on the Promissory Note – Related Party, presented net of discount of approximately $1.75 million, on the accompanying condensed balance sheets.

Administrative Support Agreement

We agreed, commencing on the effective date of the Initial Public Offering through the earlier of our consummation of a Business Combination or its liquidation, to reimburse an affiliate of the Sponsor a total of $20,000 per month for office space, secretarial and administrative services.

We incurred approximately $60,000 and $180,000, $60,000, and $180,000 in general and administrative expenses in the accompanying unaudited condensed statements of operations for the three and nine months ended September 30, 2023 and 2022, respectively. Approximately $639,000 and $459,000 was included in due to related party at September 30, 2023 and December 31, 2022, respectively.

Forward Purchase Agreement

In connection with the consummation of the Initial Public Offering, the Sponsor entered into the Forward Purchase Agreement with Neuberger Berman Opportunistic Capital Solutions Master Fund LP (“NBOKS”), a member of the Sponsor, which provided for the purchase of up to $200,000,000 of units (the “Forward Purchase Units”), with each Unit consisting of one Class A ordinary share (the “Forward Purchase Shares”) and three-twentieths of one warrant to purchase one Class A ordinary share (the “Forward Purchase Warrants”) at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per Forward Purchase Unit, in a private placement to occur concurrently with the closing of the initial Business Combination. The obligations under the Forward Purchase Agreement will not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders.

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Warrants and 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 Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement entered into upon the closing date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a 45-day option from the date of the prospectus of the Initial Public Offering to purchase up to 5,250,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On February 5, 2021, the underwriters fully exercised their over-allotment option.

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unit, or approximately $14.1 million 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 we complete a Business Combination, subject to the terms of the underwriting agreement.

Deferred Legal Fees

We entered into an engagement letter to obtain legal advisory services, pursuant to which our legal counsel agreed to defer their fees until the closing of the initial Business Combination. As of September 30, 2023 and December 31, 2022, we recorded an aggregate of approximately $739,000 and $577,000 in connection with such arrangement as non-current accounts payable and accrued expenses in the accompanying condensed balance sheets.

Critical Accounting Policies and Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our condensed financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our condensed financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We determined the Working Capital Loan and Derivative Liabilities to be critical accounting estimates. The Company has identified the following as its critical accounting policies and estimates:

Working Capital Loan

We have elected the fair value option to account for our Working Capital Loan with our Sponsor. As a result of applying the fair value option of the conversion feature, we record each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Working Capital Loan on the statement of operations. The fair value of the conversion feature is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability.

Derivative Liabilities

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

The warrants issued in the Initial Public Offering, Private Placement Warrants, as well as the Forward Purchase Agreement are recognized as derivative assets and liabilities in accordance with ASC 815-40.

For equity-linked contracts that are classified as assets or liabilities, we record the fair value of the equity-linked contracts at each balance sheet date and record the change in the statements of operations as a (gain) loss on change in fair value of derivative liabilities. Our public warrants are valued using a binomial lattice pricing model. Our Private Placement Warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. Our Forward Purchase Agreement is valued utilizing observable market prices for public shares and warrants, relative to the present value of contractual cash proceeds, each adjusted for the probability of executing a successful business combination. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend rate, expiration dates and risk-free rates.

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Conversion Option Liability

The Company accounts for the conversion option embedded in the promissory note with our Sponsor in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments.

Class A ordinary shares subject to possible redemption

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 4,537,338 shares and 40,250,000 Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of our accompanying condensed balance sheets, respectively.

Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

Net Income (Loss) per ordinary shares

We have two classes of shares: Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 18,100,000, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2023 and 2022. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Pronouncements

Our management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on our condensed financial statements.

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Off-Balance Sheet Arrangements

As of September 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, 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 (the “Evaluation Date”). Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective as of September 30, 2023.

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

Except as described below, there have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the period ended December 31, 2022 as filed with the SEC on March 23, 2023.

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 recent invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our target markets.

United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, 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 during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia 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 conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. In addition, the recent invasion of Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in increased cyber-attacks against U.S. companies.

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, 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, 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 in the “Risk Factors” section of our Annual Report on Form 10-K. 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.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies and increasing the potential liability of certain participants in proposed business combination transactions. These rules, if adopted, whether in the form proposed or in revised form, may materially increase the costs and time required to negotiate and complete an initial business combination and could potentially impair our ability to complete an initial business combination.

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

We may seek to enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. While we have entered into a forward purchase agreement with NBOKS,

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which provides for the purchase of up to $200,000,000 of units in a private placement to occur concurrently with the closing of our initial Business Combination, at the time we enter into an agreement for our initial Business Combination we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption and after taking into account the availability of the $200.0 million forward purchase agreement we have entered into with NBOKS. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. In addition, as of July 22, 2022, there is no available capital under the backstop facility agreement in which NBOKS had committed capital to all special purpose acquisition companies sponsored by CC Capital Partners, LLC and NBOKS, including us.

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

In connection with the Initial Public Offering, our sponsor had agreed to loan us an aggregate of up to $300,000 pursuant to the Note. This loan is non-interest bearing and payable on the consummation of the Initial Public Offering. As of February 5, 2021, we borrowed approximately $181,000 under the Note. The loan balance was repaid in full on June 8, 2021.

On May 20, 2021, the Company issued a Working Capital Loan (the “Working Capital Loan”) in the principal amount of $1,000,000 to the Sponsor. The Working Capital Loan does not bear interest and is repayable in full upon consummation of the Company’s Business Combination. If the Company does not complete a Business Combination, the Working Capital Loan shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Working Capital Loan, in whole or in part, into private placement warrants, at a price of $1.00 per private placement warrant.

In connection with the Extension Meeting, as described in Note 1 on February 1, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $2,040,000 (the “Promissory Note”) to the Sponsor. The Sponsor funded the initial principal amount of $560,000 on February 6, 2023. Additionally, the Sponsor funded three drawdowns by the Company on April 28, 2023, May 10, 2023, and August 1, 2023 in the principal amount of $360,000, $200,000, and $660,000 respectively. The Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. At the election of the payee, up to $1,500,000 of the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the lender into warrants of the Company at a price of $1.00 per warrant, which warrants would be identical to the private placement warrants issued to the Sponsor at the time of the initial public offering of the Company.

Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional Shares, $402,500,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the Private Placement are invested in U.S. government treasury bills with a maturity of 180 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

We paid a total of approximately $8.1 million in underwriting discounts and commissions related to the Initial Public Offering. In addition, the underwriters agreed to defer $14.1 million in underwriting discounts and commissions.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer (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 Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		inline XBRL Instance Document
101.SCH		inline XBRL Taxonomy Extension Schema Document
101.CAL		inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		inline XBRL Taxonomy Extension 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)

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 13, 2023	CC NEUBERGER PRINCIPAL HOLDINGS III
	By:	/s/ Chinh E. Chu
	Name:	Chinh E. Chu
	Title:	Chief Executive Officer

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chinh E. Chu, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of CC Neuberger Principal Holdings III;

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

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

The registrant’s other certifying 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, 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

5.	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 13, 2023	By:	/s/ Chinh E. Chu
		Chinh E. Chu
		Chief Executive Officer and Director
		(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew Skurbe, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of CC Neuberger Principal Holdings III;

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

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

5.	The registrant’s other certifying 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):

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 13, 2023	By:	/s/ Matthew Skurbe
		Matthew Skurbe
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CC Neuberger Principal Holdings III (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chinh E. Chu, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to 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.

Date: November 13, 2023

	/s/ Chinh E. Chu
	Name:	Chinh E. Chu
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CC Neuberger Principal Holdings III (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew Skurbe, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to 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.

Date: November 13, 2023

	/s/ Matthew Skurbe
	Name:	Matthew Skurbe
	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. 13, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity Registrant Name	CC NEUBERGER PRINCIPAL HOLDINGS III
Entity Incorporation, State or Country Code	E9
Entity File Number	001-39984
Entity Tax Identification Number	98-1552405
Entity Address, Address Line One	200 Park Avenue
Entity Address, Address Line Two	58th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10166
City Area Code	212
Local Phone Number	355-5515
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001821329
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant
Trading Symbol	PRPC.U
Security Exchange Name	NYSE
Class A ordinary shares
Document and Entity Information
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	PRPC
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		4,537,338
Redeemable warrants included as part of the units
Document and Entity Information
Title of 12(b) Security	Redeemable warrants included as part of the units
Trading Symbol	PRPC.WS
Security Exchange Name	NYSE
Class B ordinary shares
Document and Entity Information
Entity Common Stock, Shares Outstanding		15,062,500

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 49,709	$ 399,123
Prepaid expenses	100,702	69,350
Total current assets	150,411	468,473
Cash and investments held in Trust Account	49,483,722	408,518,813
Total Assets	49,634,133	408,987,286
Current liabilities:
Accounts payable		3,908
Accrued expenses	27,450	28,691
Due to related party	$ 639,286	$ 459,286
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Total current liabilities	$ 666,736	$ 491,885
Non-current accounts payable and accrued expenses	738,775	576,939
Working capital loan, at fair value	185,800	$ 72,000
Promissory note - related party, net of discount	$ 1,747,737
Notes Payable, Noncurrent, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Conversion option liability, at fair value	$ 136,350
Deferred underwriting commissions	14,087,500	$ 14,087,500
Derivative liabilities	6,165,000	1,444,000
Total liabilities	23,727,898	16,672,324
Commitments and Contingencies
Shareholders' Deficit:
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding at September 30, 2023 and December 31, 2022, respectively
Accumulated deficit	(23,478,993)	(16,105,357)
Total shareholders' deficit	(23,477,487)	(16,103,851)
Total Liabilities, Commitments and Contingencies and Shareholders' Deficit	49,634,133	408,987,286
Class A ordinary shares subject to possible redemption
Current liabilities:
Class A ordinary shares, $0.0001 par value; 4,537,338 shares and 40,250,000 shares subject to possible redemption at $10.88 and $10.15 per share at September 30, 2023 and December 31, 2022, respectively	49,383,722	408,418,813
Class B ordinary shares
Shareholders' Deficit:
Ordinary shares	$ 1,506	$ 1,506

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preference shares, par value (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 (per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued	4,537,338	40,250,000
Ordinary shares, shares outstanding	4,537,338	40,250,000
Class A ordinary shares subject to possible redemption
Class A ordinary shares subject to possible redemption, par value (per share)	$ 0.0001	$ 0.0001
Class A ordinary shares subject to possible redemption	4,537,338	40,250,000
Class A ordinary shares subject to possible redemption, redemption price per share	$ 10.88	$ 10.15
Class B ordinary shares
Ordinary shares, par value (per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	15,062,500	15,062,500
Ordinary shares, shares outstanding	15,062,500	15,062,500

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	$ 366,643	$ 332,743	$ 1,354,749	$ 1,099,932
Loss from operations	(366,643)	(332,743)	(1,354,749)	(1,099,932)
Other income (expense):
Change in fair value of derivative asset and liabilities	540,475	2,182,500	(4,911,882)	26,759,000
Gain on investments held in Trust Account	594,335	1,877,431	3,499,504	2,429,899
Amortization of debt discount	(17,686)		(27,005)
Total other income (expense), net	1,117,124	4,059,931	(1,439,383)	29,188,899
Net income (loss)	$ 750,481	$ 3,727,188	$ (2,794,132)	$ 28,088,967
Class A ordinary shares
Other income (expense):
Basic weighted average ordinary shares outstanding	4,537,338	40,250,000	9,132,717	40,250,000
Diluted weighted average ordinary shares outstanding	4,537,338	40,250,000	9,132,717	40,250,000
Basic net income (loss) per ordinary share	$ 0.04	$ 0.07	$ (0.12)	$ 0.51
Diluted net income (loss) per ordinary share	$ 0.04	$ 0.07	$ (0.12)	$ 0.51
Class B ordinary shares
Other income (expense):
Basic weighted average ordinary shares outstanding	15,062,500	15,062,500	15,062,500	15,062,500
Diluted weighted average ordinary shares outstanding	15,062,500	15,062,500	15,062,500	15,062,500
Basic net income (loss) per ordinary share	$ 0.04	$ 0.07	$ (0.12)	$ 0.51
Diluted net income (loss) per ordinary share	$ 0.04	$ 0.07	$ (0.12)	$ 0.51

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class A ordinary shares Ordinary Shares	Class B ordinary shares Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021		$ 1,506		$ (44,239,689)	$ (44,238,183)
Balance at the beginning (in shares) at Dec. 31, 2021		15,062,500
CHANGES IN SHAREHOLDERS' DEFICIT
Net income (loss)				10,622,257	10,622,257
Balance at the end at Mar. 31, 2022		$ 1,506		(33,617,432)	(33,615,926)
Balance at the end (in shares) at Mar. 31, 2022		15,062,500
Balance at the beginning at Dec. 31, 2021		$ 1,506		(44,239,689)	(44,238,183)
Balance at the beginning (in shares) at Dec. 31, 2021		15,062,500
CHANGES IN SHAREHOLDERS' DEFICIT
Net income (loss)					28,088,967
Balance at the end at Sep. 30, 2022		$ 1,506		(18,588,778)	(18,587,272)
Balance at the end (in shares) at Sep. 30, 2022		15,062,500
Balance at the beginning at Mar. 31, 2022		$ 1,506		(33,617,432)	(33,615,926)
Balance at the beginning (in shares) at Mar. 31, 2022		15,062,500
CHANGES IN SHAREHOLDERS' DEFICIT
Increase in redemption value of Class A ordinary shares subject to possible redemption				(560,625)	(560,625)
Net income (loss)				13,739,522	13,739,522
Balance at the end at Jun. 30, 2022		$ 1,506		(20,438,535)	(20,437,029)
Balance at the end (in shares) at Jun. 30, 2022		15,062,500
CHANGES IN SHAREHOLDERS' DEFICIT
Increase in redemption value of Class A ordinary shares subject to possible redemption				(1,877,431)	(1,877,431)
Net income (loss)				3,727,188	3,727,188
Balance at the end at Sep. 30, 2022		$ 1,506		(18,588,778)	(18,587,272)
Balance at the end (in shares) at Sep. 30, 2022		15,062,500
Balance at the beginning at Dec. 31, 2022	$ 0	$ 1,506	$ 0	(16,105,357)	(16,103,851)
Balance at the beginning (in shares) at Dec. 31, 2022	0	15,062,500
CHANGES IN SHAREHOLDERS' DEFICIT
Increase in redemption value of Class A ordinary shares subject to possible redemption				(2,768,654)	(2,768,654)
Net income (loss)				(3,970,649)	(3,970,649)
Balance at the end at Mar. 31, 2023		$ 1,506		(22,844,660)	(22,843,154)
Balance at the end (in shares) at Mar. 31, 2023		15,062,500
Balance at the beginning at Dec. 31, 2022	$ 0	$ 1,506	$ 0	(16,105,357)	(16,103,851)
Balance at the beginning (in shares) at Dec. 31, 2022	0	15,062,500
CHANGES IN SHAREHOLDERS' DEFICIT
Net income (loss)					(2,794,132)
Balance at the end at Sep. 30, 2023		$ 1,506		(23,478,993)	(23,477,487)
Balance at the end (in shares) at Sep. 30, 2023		15,062,500
Balance at the beginning at Mar. 31, 2023		$ 1,506		(22,844,660)	(22,843,154)
Balance at the beginning (in shares) at Mar. 31, 2023		15,062,500
CHANGES IN SHAREHOLDERS' DEFICIT
Increase in redemption value of Class A ordinary shares subject to possible redemption				(856,515)	(856,515)
Net income (loss)				426,036	426,036
Balance at the end at Jun. 30, 2023		$ 1,506		(23,275,139)	(23,273,633)
Balance at the end (in shares) at Jun. 30, 2023		15,062,500
CHANGES IN SHAREHOLDERS' DEFICIT
Increase in redemption value of Class A ordinary shares subject to possible redemption				(954,335)	(954,335)
Net income (loss)				750,481	750,481
Balance at the end at Sep. 30, 2023		$ 1,506		$ (23,478,993)	$ (23,477,487)
Balance at the end (in shares) at Sep. 30, 2023		15,062,500

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (2,794,132)	$ 28,088,967
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of derivative asset and liabilities	4,911,882	(26,759,000)
Interest income and unrealized gain on investments held in Trust Account	(3,499,504)	(2,429,899)
Amortization of debt discount	27,005
Changes in operating assets and liabilities:
Prepaid expenses	(31,352)	581,901
Accounts payable	(3,908)	(6,821)
Accrued expenses	(1,241)	(186,866)
Due to related party	180,000	180,000
Non-current accounts payable and accrued expenses	161,836	74,510
Net cash used in operating activities	(1,049,414)	(457,208)
Cash Flows from Investing Activities:
Cash deposited in Trust Account	(1,080,000)
Cash withdrawn from Trust Account in connection with redemptions	363,614,595
Net cash provided by investing activities	362,534,595
Cash Flows from Financing Activities:
Proceeds from promissory note - related party	1,780,000
Redemption of Ordinary shares	(363,614,595)
Net cash used in financing activities	(361,834,595)
Net change in cash	(349,414)	(457,208)
Cash - beginning of the period	399,123	908,154
Cash - ending of the period	$ 49,709	$ 450,946

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

Going Concern

As of September 30, 2023, the Company had approximately $50,000 in its operating bank account and working capital deficit of approximately $516,000.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Concentration of Credit Risk

Cash and Cash Equivalents

Investment Securities Held in Trust Account

Use of Estimates

Fair Value of Financial Instruments

Fair Value Measurements

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

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

●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Working Capital Loan

The working capital loan is classified on the accompanying condensed balance sheets as a non-current liability as the Company does not expect to the settle the liability with current assets.

Promissory Note – Related Party

Non-current Accounts Payable and Accrued Expenses

Derivative Liabilities

In the event of an unsuccessful business combination, the warrants will expire worthless, with no liability due and a reversal of the accumulated deficit.

Offering Costs Associated with the Initial Public Offering

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

Net income (loss) per ordinary share


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023				September 30, 2023
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss)	$	173,735	$	576,746	$	(1,054,672)	$	(1,739,460)

Denominator:
Basic and diluted weighted average common shares outstanding		4,537,338		15,062,500		9,132,717		15,062,500

Basic and diluted net income (loss) per common share	$	0.04	$	0.04	$	(0.12)	$	(0.12)


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2022				September 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	2,712,214	$	1,014,974	$	20,439,881	$	7,649,086

Denominator:
Basic and diluted weighted average common shares outstanding		40,250,000		15,062,500		40,250,000		15,062,500

Basic and diluted net income per common share	$	0.07	$	0.07	$	0.51	$	0.51

Recent Accounting Pronouncements

INITIAL PUBLIC OFFERING

9 Months Ended

Sep. 30, 2023

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING

NOTE 3- INITIAL PUBLIC OFFERING

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

Forward Purchase Agreement

Founder Shares

Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares.

Private Placement Warrants

Related Party Loans

Administrative Support Agreement

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights

Underwriting Agreement

Non-current accounts payable and accrued expenses

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 6 - CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

As of September 30, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table:


Gross Proceeds	$	402,500,000
Less:
Offering costs allocated to Class A shares subject to possible redemption		(22,089,093)
Proceeds allocated to Public Warrants at issuance		(12,397,000)
Plus:
Accretion on Class A ordinary shares subject to possible redemption		34,486,093
Class A ordinary shares subject to possible redemption as of December 31, 2021		402,500,000
Increase in redemption value of Class A ordinary shares subject to possible redemption		5,918,813
Class A ordinary shares subject to possible redemption as of December 31, 2022		408,418,813
Less redemptions by shareholders of Class A ordinary shares subject to possible redemption in connection with the Extension (see Note 1)		(363,614,595)
Increase in redemption value of Class A ordinary shares subject to possible redemption		2,768,654
Class A ordinary shares subject to possible redemption as of March 31, 2023		47,572,872
Increase in redemption value of Class A ordinary shares subject to possible redemption		856,515
Class A ordinary shares subject to possible redemption as of June 30, 2023		48,429,387
Increase in redemption value of Class A ordinary shares subject to possible redemption		954,335
Class A ordinary shares subject to possible redemption as of September 30, 2023	$	49,383,722

SHAREHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2023

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT

NOTE 8 - SHAREHOLDERS’ DEFICIT

DERIVATIVE LIABILITIES

9 Months Ended

Sep. 30, 2023

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES

NOTE 9 - DERIVATIVE LIABILITIES

Warrants

As of September 30, 2023 and December 31, 2022, the Company has 8,050,000 Public Warrants and 10,050,000 Private Placement Warrants outstanding.

Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00.

Once the warrants become exercisable, the Company may redeem the Public Warrants (except 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; 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 Public Warrants:

●

in whole and not in part;

●

Forward purchase agreement

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2023

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 10 - FAIR VALUE MEASUREMENTS

September 30, 2023


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable
	(Level 1)		(Level 2)		Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities (1)	$	—	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public		1,529,500		—		—
Derivative warrant liabilities - Private		—		—		1,909,500
Derivative liabilities – Forward purchase agreement		—		—		2,726,000
Working capital loan		—		—		185,800
Conversion option liability		—		—		136,350

December 31, 2022


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable
	(Level 1)		(Level 2)		Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities (1)	$	328,414,326	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public		402,500		—		—
Derivative warrant liabilities - Private		—		—		502,500
Derivative liabilities - Forward purchase agreement		—		—		539,000
Working capital loan		—		—		72,000

(1)	Excludes $0 and $50,714,282 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value and $49,483,722 and $29,390,205 in cash at September 30, 2023 and December 31, 2022, respectively.

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three and nine months ended September 30, 2023.

The change in the fair value of the Level 3 derivative warrant liabilities for the three and nine months ended September 30, 2023 and 2022, respectively, are summarized as follows:


	Derivative warrant		Forward purchase
	liabilities		agreement		Total
Derivative (assets) liabilities at December 31, 2022	$	502,500	$	539,000	$	1,041,500
Change in fair value of derivative warrant liabilities		1,507,500		—		1,507,500
Change in fair value of forward purchase agreement		—		2,880,000		2,880,000
Derivative (assets) liabilities at March 31, 2023	$	2,010,000	$	3,419,000	$	5,429,000
Change in fair value of derivative warrant liabilities		100,500		—		100,500
Change in fair value of forward purchase agreement		—		(494,000)		(494,000)
Derivative (assets) liabilities at June 30, 2023	$	2,110,500	$	2,925,000	$	5,035,500
Change in fair value of derivative warrant liabilities		(201,000)		—		(201,000)
Change in fair value of forward purchase agreement		—		(199,000)		(199,000)
Derivative (assets) liabilities at September 30, 2023	$	1,909,500	$	2,726,000	$	4,635,500


	Derivative warrant		Forward purchase
	liabilities		agreement		Total
Derivative (assets) liabilities at December 31, 2021	$	18,793,500	$	1,697,000	$	20,490,500
Change in fair value of derivative warrant liabilities		(5,326,500)		—		(5,326,500)
Change in fair value of forward purchase agreement		—		(1,236,000)		(1,236,000)
Derivative (assets) liabilities at March 31, 2022		13,467,000		461,000		13,928,000
Change in fair value of derivative warrant liabilities		(10,351,500)		—		(10,351,500)
Change in fair value of forward purchase agreement		—		(77,000)		(77,000)
Derivative (assets) liabilities at June 30, 2022		3,115,500		384,000		3,499,500
Change in fair value of derivative warrant liabilities		(1,306,500)		—		(1,306,500)
Change in fair value of forward purchase agreement		—		460,000		460,000
Derivative (assets) liabilities at September 30, 2022	$	1,809,000	$	844,000	$	2,653,000

The change in the fair value of the working capital loan measured with Level 3 inputs for the three and nine months ended September 30, 2023 is summarized as follows:


Fair value of working capital loan as of December 31, 2022	$	72,000
Change in fair value of working capital loan		134,410
Fair value of working capital loan as of March 31, 2023	$	206,410
Change in fair value of working capital loan		7,190
Fair value of working capital loan as of June 30, 2023	$	213,600
Change in fair value of working capital loan		(27,800)
Fair value of working capital loan as of September 30, 2023	$	185,800

The change in the fair value of the working capital loan measured with Level 3 inputs for the three and nine months ended September 30, 2022 is summarized as follows:


Fair value of working capital loan at December 31, 2021	$	1,877,000
Change in fair value of working capital loan		(533,000)
Fair value of working capital loan at March 31, 2022		1,344,000
Change in fair value of working capital loan		(693,000)
Fair value of working capital loan at June 30, 2022		651,000
Change in fair value of working capital loan		(370,000)
Fair value of working capital loan at September 30, 2022	$	281,000

The change in the fair value of the conversion option liability measured with Level 3 inputs for the three and nine months ended September 30, 2023 is summarized as follows:


Fair value of conversion option liability as of December 31, 2022	$	—
Initial measurement of conversion option liability on February 6, 2023		19,668
Change in fair value of conversion option liability		(1,300)
Fair value of conversion option liability as of March 31, 2023	$	18,368
Initial measurement of conversion option liability on April 28, 2023		4,935
Initial measurement of conversion option liability on May 10, 2023		2,332
Change in fair value of conversion option liability		110,557
Fair value of conversion option liability as of June 30, 2023	$	136,192
Initial measurement of conversion option liability on August 1, 2023		32,333
Change in fair value of conversion option liability		(32,175)
Fair value of conversion option liability as of September 30, 2023	$	136,350

The following tables provide quantitative information regarding Level 3 fair value measurement inputs at the measurement dates:


	As of September 30,			As of December 31,
Private Warrants	2023			2022
Stock price	$	10.90		$	10.10
Volatility		5.5	%		1.2	%
Expected life of the options to convert		5.2			5.1
Risk-free rate		4.6	%		4.0	%
Dividend yield		0.0	%		0.0	%


	As of September 30,			As of December 31,
Forward Purchase Agreements	2023			2022
Stock price	$	10.90		$	10.10
Probability of closing		10.0	%		7.5	%
Discount term		0.6			0.3
Risk-free rate		4.6	%		4.0	%


	As of September 30,			As of December 31,
Working Capital Loan	2023			2022
Stock price	$	10.90		$	10.10
Volatility		5.5	%		1.2	%
Expected life of the options to convert		5.2			5.0
Risk-free rate		4.6	%		4.0	%
Dividend yield		0.0	%		0.0	%
Probability of merger closing		10.0	%		7.5	%


	As of September 30,			May 10, 2023			April 28, 2023			February 6, 2023
Conversion option liability	2023			(initial measurement)			(initial measurement)			(initial measurement)
Stock price	$	10.90		$	10.45		$	10.33		$	10.10
Volatility		5.5	%		4.5	%		5.2	%		8.1	%
Expected life of the options to convert		5.2			5.2			5.2			5.2
Risk-free rate		4.6	%		3.4	%		3.5	%		3.8	%
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%
Probability of merger closing		10.0	%		20.0	%		20.0	%		20.0	%

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

Emerging Growth Company

Concentration of Credit Risk

Cash and Cash Equivalents

Investment Securities Held in Trust Account

Use of Estimates

Fair Value of Financial Instruments

Fair Value Measurements

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

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

●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Working Capital Loan

The working capital loan is classified on the accompanying condensed balance sheets as a non-current liability as the Company does not expect to the settle the liability with current assets.

Promissory Note - Related Party

Promissory Note – Related Party

Non-current Accounts Payable and Accrued Expenses

Derivative Liabilities

In the event of an unsuccessful business combination, the warrants will expire worthless, with no liability due and a reversal of the accumulated deficit.

Offering Costs Associated with the Initial Public Offering

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

Net income (loss) per ordinary share


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023				September 30, 2023
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss)	$	173,735	$	576,746	$	(1,054,672)	$	(1,739,460)

Denominator:
Basic and diluted weighted average common shares outstanding		4,537,338		15,062,500		9,132,717		15,062,500

Basic and diluted net income (loss) per common share	$	0.04	$	0.04	$	(0.12)	$	(0.12)


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2022				September 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	2,712,214	$	1,014,974	$	20,439,881	$	7,649,086

Denominator:
Basic and diluted weighted average common shares outstanding		40,250,000		15,062,500		40,250,000		15,062,500

Basic and diluted net income per common share	$	0.07	$	0.07	$	0.51	$	0.51

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summary of reconciliation of net income (loss) per ordinary share


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023				September 30, 2023
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss)	$	173,735	$	576,746	$	(1,054,672)	$	(1,739,460)

Denominator:
Basic and diluted weighted average common shares outstanding		4,537,338		15,062,500		9,132,717		15,062,500

Basic and diluted net income (loss) per common share	$	0.04	$	0.04	$	(0.12)	$	(0.12)


	For the Three Months Ended				For the Nine Months Ended
	September 30, 2022				September 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share:
Numerator:
Allocation of net income	$	2,712,214	$	1,014,974	$	20,439,881	$	7,649,086

Denominator:
Basic and diluted weighted average common shares outstanding		40,250,000		15,062,500		40,250,000		15,062,500

Basic and diluted net income per common share	$	0.07	$	0.07	$	0.51	$	0.51

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Tables)

9 Months Ended

Sep. 30, 2023

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

Summary of reconciliation of Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets


Gross Proceeds	$	402,500,000
Less:
Offering costs allocated to Class A shares subject to possible redemption		(22,089,093)
Proceeds allocated to Public Warrants at issuance		(12,397,000)
Plus:
Accretion on Class A ordinary shares subject to possible redemption		34,486,093
Class A ordinary shares subject to possible redemption as of December 31, 2021		402,500,000
Increase in redemption value of Class A ordinary shares subject to possible redemption		5,918,813
Class A ordinary shares subject to possible redemption as of December 31, 2022		408,418,813
Less redemptions by shareholders of Class A ordinary shares subject to possible redemption in connection with the Extension (see Note 1)		(363,614,595)
Increase in redemption value of Class A ordinary shares subject to possible redemption		2,768,654
Class A ordinary shares subject to possible redemption as of March 31, 2023		47,572,872
Increase in redemption value of Class A ordinary shares subject to possible redemption		856,515
Class A ordinary shares subject to possible redemption as of June 30, 2023		48,429,387
Increase in redemption value of Class A ordinary shares subject to possible redemption		954,335
Class A ordinary shares subject to possible redemption as of September 30, 2023	$	49,383,722

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2023

FAIR VALUE MEASUREMENTS

Summary of Company's assets and liabilities that are measured at fair value on a recurring basis

September 30, 2023


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable
	(Level 1)		(Level 2)		Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities (1)	$	—	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public		1,529,500		—		—
Derivative warrant liabilities - Private		—		—		1,909,500
Derivative liabilities – Forward purchase agreement		—		—		2,726,000
Working capital loan		—		—		185,800
Conversion option liability		—		—		136,350

December 31, 2022


	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable
	(Level 1)		(Level 2)		Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury Securities (1)	$	328,414,326	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public		402,500		—		—
Derivative warrant liabilities - Private		—		—		502,500
Derivative liabilities - Forward purchase agreement		—		—		539,000
Working capital loan		—		—		72,000

(1)	Excludes $0 and $50,714,282 of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value and $49,483,722 and $29,390,205 in cash at September 30, 2023 and December 31, 2022, respectively.

Summary of change in the fair value of the level 3 derivative warrant liabilities


	Derivative warrant		Forward purchase
	liabilities		agreement		Total
Derivative (assets) liabilities at December 31, 2022	$	502,500	$	539,000	$	1,041,500
Change in fair value of derivative warrant liabilities		1,507,500		—		1,507,500
Change in fair value of forward purchase agreement		—		2,880,000		2,880,000
Derivative (assets) liabilities at March 31, 2023	$	2,010,000	$	3,419,000	$	5,429,000
Change in fair value of derivative warrant liabilities		100,500		—		100,500
Change in fair value of forward purchase agreement		—		(494,000)		(494,000)
Derivative (assets) liabilities at June 30, 2023	$	2,110,500	$	2,925,000	$	5,035,500
Change in fair value of derivative warrant liabilities		(201,000)		—		(201,000)
Change in fair value of forward purchase agreement		—		(199,000)		(199,000)
Derivative (assets) liabilities at September 30, 2023	$	1,909,500	$	2,726,000	$	4,635,500


	Derivative warrant		Forward purchase
	liabilities		agreement		Total
Derivative (assets) liabilities at December 31, 2021	$	18,793,500	$	1,697,000	$	20,490,500
Change in fair value of derivative warrant liabilities		(5,326,500)		—		(5,326,500)
Change in fair value of forward purchase agreement		—		(1,236,000)		(1,236,000)
Derivative (assets) liabilities at March 31, 2022		13,467,000		461,000		13,928,000
Change in fair value of derivative warrant liabilities		(10,351,500)		—		(10,351,500)
Change in fair value of forward purchase agreement		—		(77,000)		(77,000)
Derivative (assets) liabilities at June 30, 2022		3,115,500		384,000		3,499,500
Change in fair value of derivative warrant liabilities		(1,306,500)		—		(1,306,500)
Change in fair value of forward purchase agreement		—		460,000		460,000
Derivative (assets) liabilities at September 30, 2022	$	1,809,000	$	844,000	$	2,653,000

Summary of change in the fair value of the working capital loan and conversion option liability


Fair value of working capital loan as of December 31, 2022	$	72,000
Change in fair value of working capital loan		134,410
Fair value of working capital loan as of March 31, 2023	$	206,410
Change in fair value of working capital loan		7,190
Fair value of working capital loan as of June 30, 2023	$	213,600
Change in fair value of working capital loan		(27,800)
Fair value of working capital loan as of September 30, 2023	$	185,800


Fair value of working capital loan at December 31, 2021	$	1,877,000
Change in fair value of working capital loan		(533,000)
Fair value of working capital loan at March 31, 2022		1,344,000
Change in fair value of working capital loan		(693,000)
Fair value of working capital loan at June 30, 2022		651,000
Change in fair value of working capital loan		(370,000)
Fair value of working capital loan at September 30, 2022	$	281,000


Fair value of conversion option liability as of December 31, 2022	$	—
Initial measurement of conversion option liability on February 6, 2023		19,668
Change in fair value of conversion option liability		(1,300)
Fair value of conversion option liability as of March 31, 2023	$	18,368
Initial measurement of conversion option liability on April 28, 2023		4,935
Initial measurement of conversion option liability on May 10, 2023		2,332
Change in fair value of conversion option liability		110,557
Fair value of conversion option liability as of June 30, 2023	$	136,192
Initial measurement of conversion option liability on August 1, 2023		32,333
Change in fair value of conversion option liability		(32,175)
Fair value of conversion option liability as of September 30, 2023	$	136,350

Summary of quantitative information regarding level 3 fair value measurements inputs


	As of September 30,			As of December 31,
Private Warrants	2023			2022
Stock price	$	10.90		$	10.10
Volatility		5.5	%		1.2	%
Expected life of the options to convert		5.2			5.1
Risk-free rate		4.6	%		4.0	%
Dividend yield		0.0	%		0.0	%


	As of September 30,			As of December 31,
Forward Purchase Agreements	2023			2022
Stock price	$	10.90		$	10.10
Probability of closing		10.0	%		7.5	%
Discount term		0.6			0.3
Risk-free rate		4.6	%		4.0	%


	As of September 30,			As of December 31,
Working Capital Loan	2023			2022
Stock price	$	10.90		$	10.10
Volatility		5.5	%		1.2	%
Expected life of the options to convert		5.2			5.0
Risk-free rate		4.6	%		4.0	%
Dividend yield		0.0	%		0.0	%
Probability of merger closing		10.0	%		7.5	%


	As of September 30,			May 10, 2023			April 28, 2023			February 6, 2023
Conversion option liability	2023			(initial measurement)			(initial measurement)			(initial measurement)
Stock price	$	10.90		$	10.45		$	10.33		$	10.10
Volatility		5.5	%		4.5	%		5.2	%		8.1	%
Expected life of the options to convert		5.2			5.2			5.2			5.2
Risk-free rate		4.6	%		3.4	%		3.5	%		3.8	%
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%
Probability of merger closing		10.0	%		20.0	%		20.0	%		20.0	%

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)						9 Months Ended	12 Months Ended
	Aug. 01, 2023 USD ($)	Apr. 28, 2023 USD ($)	Feb. 06, 2023 USD ($)	Feb. 01, 2023 USD ($) item $ / shares shares	Feb. 05, 2021 USD ($) D $ / shares shares	Sep. 30, 2023 USD ($) item shares	Dec. 31, 2021 USD ($)	Dec. 31, 2022 shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum \| item						1
Share price (in dollar per share) \| $ / shares					$ 10.00
Principal deposited in Trust Account					$ 402,500,000
Redemption of shares calculated based on business days prior to consummation of business combination (in days)					185 days
Minimum market value of acquiree to net asset held in Trust Account (as a percent)					80.00%
Minimum post-business combination ownership (as a percent)					50.00%
Maturity period of investments in money market funds					2 days
Minimum net tangible asset upon consummation of business combination					$ 5,000,001
Minimum percentage of shares requiring prior consent by entity					15.00%
Public shares to be redeemed if business combination is not completed (as a percent)					100.00%
Number of times of additional term to extend business combination \| item				9
Maximum net tangible assets required for redeeming public shares				$ 5,000,001
Threshold period for deposit to be made in trust account if Extension approved				5 days
Amount to be deposited into the trust account if extension approved	$ 360,000	$ 360,000		$ 360,000
Amount contributed as a loan to be deposited into the trust account in the event the Company does not consummate an initial business combination by the extended date				$ 120,000
Proceeds from promissory note - related party						$ 1,780,000
Threshold business days for redemption of shares of trust account \| D					10
Maximum net interest to pay dissolution expenses					$ 100,000
Class A ordinary shares subject to possible redemption
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Proceeds from issuance of shares							$ 402,500,000
Proceeds from issuance of warrants							$ 12,397,000
Number of shares redeemed \| shares				35,712,662
Aggregate redemption amount				$ 363,600,000
Percentage of issued and outstanding redeemed				89.00%
Class A ordinary shares subject to possible redemption \| shares				4,537,338		4,537,338		40,250,000
Interest rate percentage of depository account						4.75%
Notes Payable, Other Payables
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Principal amount				$ 2,040,000
Proceeds from promissory note - related party			$ 560,000
Conversion price \| $ / shares				$ 1.00
Notes Payable, Other Payables \| Maximum
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Amount of note to be converted				$ 1,500,000
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units in initial public offering, gross (in shares) \| shares					40,250,000
Share price (in dollar per share) \| $ / shares					$ 10.00
Proceeds from issuance of shares					$ 402,500,000
Incurred offering costs					22,700,000
Underwriting commissions					$ 14,100,000
Private Placement \| Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants to purchase shares issued (in shares) \| shares					10,050,000
Price of warrants (in dollars per share) \| $ / shares					$ 1.00
Proceeds from issuance of warrants					$ 10,100,000
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units in initial public offering, gross (in shares) \| shares					5,250,000
Share price (in dollar per share) \| $ / shares					$ 10.00
Public Shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Share price (in dollar per share) \| $ / shares					$ 10.00

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional information (Details) - USD ($)	Feb. 05, 2021	Sep. 30, 2023	May 20, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Amount available in operating bank account		$ 50,000
Working capital deficit		$ 516,000
Sponsor \| Founder Shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Aggregate purchase price	$ 25,000
Working Capital Loans
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Working capital loan			$ 1,000,000
Notes Payable to Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Loan amount from Sponsor outstanding	$ 181,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 0	$ 0
Net asset value per share	$ 1.00
Unrecognized tax benefits	$ 0	0
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0
Anti-dilutive securities attributable to warrants (in shares)	18,100,000
Class A ordinary shares subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A ordinary shares subject to possible redemption	4,537,338	40,250,000
Forward Purchase Agreement
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Units issued during the period, value	$ 200,000,000
Number of shares per unit	1
Number of warrants in a unit	0.15
Number of shares called by each warrants (in shares)	1
Exercise price of warrant	$ 11.50
Purchase price per unit	$ 10.00
Forward Purchase Agreement \| Class A ordinary shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of shares called by each warrants (in shares)	1
Exercise price of warrant	$ 11.50

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of net income (loss) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Class A ordinary shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net (loss) income	$ 173,735	$ 2,712,214	$ (1,054,672)	$ 20,439,881
Basic weighted average ordinary shares outstanding	4,537,338	40,250,000	9,132,717	40,250,000
Diluted weighted average ordinary shares outstanding	4,537,338	40,250,000	9,132,717	40,250,000
Basic net income (loss) per ordinary share	$ 0.04	$ 0.07	$ (0.12)	$ 0.51
Diluted net income (loss) per ordinary share	$ 0.04	$ 0.07	$ (0.12)	$ 0.51
Class B ordinary shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net (loss) income	$ 576,746	$ 1,014,974	$ (1,739,460)	$ 7,649,086
Basic weighted average ordinary shares outstanding	15,062,500	15,062,500	15,062,500	15,062,500
Diluted weighted average ordinary shares outstanding	15,062,500	15,062,500	15,062,500	15,062,500
Basic net income (loss) per ordinary share	$ 0.04	$ 0.07	$ (0.12)	$ 0.51
Diluted net income (loss) per ordinary share	$ 0.04	$ 0.07	$ (0.12)	$ 0.51

INITIAL PUBLIC OFFERING (Details) $ / shares in Units, $ in Millions	Feb. 05, 2021 USD ($) $ / shares shares
INITIAL PUBLIC OFFERING
Price per share \| $ / shares	$ 10.00
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold in initial public offering \| shares	40,250,000
Price per share \| $ / shares	$ 10.00
Proceeds from issuance of shares \| $	$ 402.5
Incurred offering costs \| $	22.7
Underwriting commissions \| $	$ 14.1
Number of Class A ordinary share in each unit \| shares	1
Warrant in each unit (as percent)	20.00%
Number of shares called by each warrants (in shares) \| shares	1
Exercise price of warrants \| $ / shares	$ 11.50
Over-Allotment Units
INITIAL PUBLIC OFFERING
Number of units sold in initial public offering \| shares	5,250,000
Price per share \| $ / shares	$ 10.00

RELATED PARTY TRANSACTIONS - Forward Purchase Agreement (Details) - Forward Purchase Agreement	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Related Party Transactions
Units issued during the period, value \| $	$ 200,000,000
Number of shares in a unit	1
Number of warrants in a unit	0.15
Number of shares per warrant	1
Exercise price of warrants \| $ / shares	$ 11.50
Purchase price per unit \| $ / shares	$ 10.00
Class A ordinary shares
Related Party Transactions
Number of shares per warrant	1
Exercise price of warrants \| $ / shares	$ 11.50

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)							9 Months Ended
	Apr. 29, 2022	Jun. 24, 2021	Feb. 05, 2021	Jan. 14, 2021	Jan. 13, 2021	Aug. 14, 2020	Sep. 30, 2023	Dec. 31, 2022
Class A ordinary shares
Related Party Transactions
Ordinary shares, shares outstanding							4,537,338	40,250,000
Class B ordinary shares
Related Party Transactions
Ordinary shares, shares outstanding							15,062,500	15,062,500
Founder Shares \| Class B ordinary shares
Related Party Transactions
Maximum number of shares subject to forfeiture						1,312,500
Number of Founder Shares no longer subject to forfeiture			1,312,500
Founder Shares \| Keith W. Abell \| Class B ordinary shares
Related Party Transactions
Purchase price per unit				$ 0.001
Number of shares transferred (in shares)				40,000
Founder Shares \| J. Joel Hackney, Jr \| Class B ordinary shares
Related Party Transactions
Purchase price per unit		$ 0.001
Number of shares transferred (in shares)		40,000
Founder Shares \| Matthew Mannelly \| Class B ordinary shares
Related Party Transactions
Purchase price per unit	$ 0.001
Number of shares transferred (in shares)	40,000
Founder Shares \| Sponsor
Related Party Transactions
Aggregate purchase price			$ 25,000
Founder Shares \| Sponsor \| Class B ordinary shares
Related Party Transactions
Number of shares issued						22,250,000
Aggregate purchase price					$ 0	$ 25,000
Purchase price per unit						$ 0.001
Number of shares surrender					7,187,500
Ordinary shares, shares outstanding					15,062,500
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)							$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination							20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination							30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences							150 days

RELATED PARTY TRANSACTIONS - Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Feb. 05, 2021	Sep. 30, 2023
Private Placement Warrants
Related Party Transactions
Number of shares per warrant	1
Exercise price of warrant	$ 11.50
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 \| Sponsor
Related Party Transactions
Number of warrants to purchase shares issued (in shares)	10,050,000
Price of warrants	$ 1.00
Aggregate purchase price	$ 10.1

RELATED PARTY TRANSACTIONS - Related Party Loans (Details) - USD ($)							9 Months Ended
	Aug. 01, 2023	May 10, 2023	Apr. 28, 2023	Feb. 06, 2023	Feb. 01, 2023	May 20, 2021	Sep. 30, 2023	Dec. 31, 2022	Feb. 05, 2021	Aug. 14, 2020
Related Party Transactions
Proceeds from promissory note - related party							$ 1,780,000
Promissory note - related party, net of discount							$ 1,747,737
Notes Payable, Noncurrent, Related Party, Type [Extensible Enumeration]							Related Party [Member]	Related Party [Member]
Notes Payable, Other Payables
Related Party Transactions
Principal amount					$ 2,040,000
Proceeds from promissory note - related party				$ 560,000
Conversion price					$ 1.00
Notes Payable, Other Payables \| Maximum
Related Party Transactions
Amount of note to be converted					$ 1,500,000
Related party Note
Related Party Transactions
Maximum borrowing capacity of related party promissory note										$ 300,000
Promissory Note with Related Party
Related Party Transactions
Principal amount					2,040,000
Proceeds from promissory note - related party	$ 660,000	$ 200,000	$ 360,000	$ 560,000
Amount of note to be converted					$ 1,500,000
Conversion price					$ 1.00
Working capital loans
Related Party Transactions
Outstanding balance of related party note									$ 181,000
Loans convertible into warrants							$ 2,500,000
Price of warrants (in dollars per share)							$ 1.00
Proceeds received from note payable to related party							$ 1,000,000.0	$ 1,000,000.0
Amount of transaction						$ 1,000,000
Working capital loans, at fair value							186,000	$ 72,000
Amount of discount							32,000
Working capital loans warrant \| Promissory Note with Related Party
Related Party Transactions
Promissory note - related party, net of discount							$ 1,780,000

RELATED PARTY TRANSACTIONS - Administrative Support Agreement (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transactions
General and administrative expenses	$ 366,643	$ 332,743	$ 1,354,749	$ 1,099,932
Accrued expenses - related party	$ 639,286		$ 639,286		$ 459,286
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]		Related Party [Member]		Related Party [Member]
Administrative Support Agreement
Related Party Transactions
Office space, secretarial and administrative services per month			$ 20,000
General and administrative expenses	$ 60,000	$ 180,000	60,000	$ 180,000
Accrued expenses - related party	$ 639,000		$ 639,000		$ 459,000

COMMITMENTS AND CONTINGENCIES (Details)		9 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Feb. 05, 2021 D shares	Sep. 30, 2023 USD ($) item $ / shares	Dec. 31, 2022 USD ($)
Commitments and Contingencies
Maximum number of demands for registration of securities \| item		3
Underwriting cash discount per Unit \| $ / shares		$ 0.20
Underwriter cash discount		$ 8,100,000
Deferred underwriting commission (in dollars per unit) \| $ / shares		$ 0.35
Deferred underwriting commissions in connection with the initial public offering		$ 14,100,000
Non-current accounts payable and accrued expenses		$ 738,775	$ 576,939
Over-allotment option
Commitments and Contingencies
Threshold number of days granted to the underwriter from the day of IPO \| D	45
Sale of units in initial public offering, gross (in shares) \| shares	5,250,000

CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($)	3 Months Ended			9 Months Ended	12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Feb. 01, 2023
Class A ordinary shares
Class A Ordinary Shares Subject to Possible Redemption
Ordinary shares, shares authorized	500,000,000			500,000,000	500,000,000
Ordinary shares, par value (per share)	$ 0.0001			$ 0.0001	$ 0.0001
Votes per share				one
Class A ordinary shares subject to possible redemption
Class A Ordinary Shares Subject to Possible Redemption
Class A common stock subject to possible redemption, outstanding (in shares)	4,537,338			4,537,338	40,250,000		4,537,338
Reconciliation Of Shares Subject To Possible Redemption
Gross Proceeds						$ 402,500,000
Offering costs allocated to Class A shares subject to possible redemption						(22,089,093)
Proceeds allocated to Public Warrants at issuance						(12,397,000)
Accretion on Class A ordinary shares subject to possible redemption						34,486,093
Class A ordinary shares subject to possible redemption	$ 48,429,387	$ 47,572,872	$ 408,418,813	$ 408,418,813	$ 402,500,000
Increase in redemption value of Class A ordinary shares subject to possible redemption	954,335	856,515	2,768,654		5,918,813
Less redemptions by shareholders of Class A ordinary shares subject to possible redemption in connection with the Extension			(363,614,595)
Class A ordinary shares subject to possible redemption	$ 49,383,722	$ 48,429,387	$ 47,572,872	$ 49,383,722	$ 408,418,813	$ 402,500,000

SHAREHOLDERS' DEFICIT - Common Stock Shares (Details)	9 Months Ended
SHAREHOLDERS' DEFICIT - Common Stock Shares (Details)	Sep. 30, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares
Class A ordinary shares
Shareholders' Deficit
Common shares, shares authorized (in shares)	500,000,000	500,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	4,537,338	40,250,000
Common shares, shares outstanding (in shares)	4,537,338	40,250,000
Class B ordinary shares
Shareholders' Deficit
Common shares, shares authorized (in shares)	50,000,000	50,000,000
Common shares, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share \| Vote	1
Common shares, shares issued (in shares)	15,062,500	15,062,500
Common shares, shares outstanding (in shares)	15,062,500	15,062,500
Aggregated shares issued upon converted basis (in percent)	20.00%
Ratio to be applied to the stock in the conversion	1

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 (in dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

DERIVATIVE LIABILITIES (Details)	9 Months Ended	12 Months Ended
DERIVATIVE LIABILITIES (Details)	Sep. 30, 2023 USD ($) D $ / shares shares	Dec. 31, 2022 shares	Feb. 05, 2021 $ / shares shares
Forward Purchase Agreement
Derivative Liabilities
Exercise price of warrant	$ 11.50
Units issued during the period, value \| $	$ 200,000,000
Number of shares per unit \| shares	1
Number of warrants in a unit \| shares	0.15
Number of shares called by each warrants (in shares) \| shares	1
Purchase price per unit	$ 10.00
Private Placement Warrants
Derivative Liabilities
Number of warrants, outstanding \| shares	10,050,000	10,050,000
Exercise price of warrant			$ 11.50
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
Number of shares called by each warrants (in shares) \| shares			1
Private Placement Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Derivative Liabilities
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10.00
Redemption price per public warrant (in dollars per share)	$ 0.10
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants \| D	20
Threshold consecutive trading days for redemption of public warrants \| D	30
Public Warrants
Derivative Liabilities
Number of warrants, outstanding \| shares	8,050,000	8,050,000
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the public offering	12 months
Exercise price of warrant	$ 11.50
Public Warrants expiration term	5 years
Maximum period after business combination in which to file registration statement	20 days
Maximum threshold period for registration statement to become effective after business combination	60 days
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Derivative Liabilities
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants \| D	20
Threshold consecutive trading days for redemption of public warrants \| D	30
Redemption period	30 days

FAIR VALUE MEASUREMENTS - Fair values of assets (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Liabilities:
Derivative warrant liabilities	$ 6,165,000	$ 1,444,000
Conversion option liability	136,350
Level 1 \| Fair Value, Recurring \| Public Warrants
Liabilities:
Derivative warrant liabilities	1,529,500	402,500
Level 1 \| US Treasury Securities \| Fair Value, Recurring
Assets:
Investments held in Trust Account		328,414,326
Level 3 \| Fair Value, Recurring
Liabilities:
Working capital loan	185,800	72,000
Conversion option liability	136,350
Level 3 \| Fair Value, Recurring \| Forward Purchase Agreement
Liabilities:
Derivative warrant liabilities	2,726,000	539,000
Level 3 \| Fair Value, Recurring \| Private Placement Warrants
Liabilities:
Derivative warrant liabilities	$ 1,909,500	$ 502,500

FAIR VALUE MEASUREMENTS - Summary of derivative warrant liabilities (Details) - USD ($)	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation
Derivative (assets) liabilities, beginning balance	$ 5,035,500	$ 5,429,000	$ 1,041,500	$ 3,499,500	$ 13,928,000	$ 20,490,500
Change in fair value of derivative warrant liabilities	(201,000)	100,500	1,507,500	(1,306,500)	(10,351,500)	(5,326,500)
Change in fair value of forward purchase agreement	(199,000)	(494,000)	2,880,000	460,000	(77,000)	(1,236,000)
Derivative (assets) liabilities, ending balance	4,635,500	5,035,500	5,429,000	2,653,000	3,499,500	13,928,000
Forward Purchase Agreement
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation
Derivative (assets) liabilities, beginning balance	2,925,000	3,419,000	539,000	384,000	461,000	1,697,000
Change in fair value of forward purchase agreement	(199,000)	(494,000)	2,880,000	460,000	(77,000)	(1,236,000)
Derivative (assets) liabilities, ending balance	2,726,000	2,925,000	3,419,000	844,000	384,000	461,000
Derivative Warrant Liabilities
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation
Derivative (assets) liabilities, beginning balance	2,110,500	2,010,000	502,500	3,115,500	13,467,000	18,793,500
Change in fair value of derivative warrant liabilities	(201,000)	100,500	1,507,500	(1,306,500)	(10,351,500)	(5,326,500)
Derivative (assets) liabilities, ending balance	$ 1,909,500	$ 2,110,500	$ 2,010,000	$ 1,809,000	$ 3,115,500	$ 13,467,000

FAIR VALUE MEASUREMENTS - Fair value of working capital loans (Details) - Working capital loans - USD ($)	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Change in the fair value of the working capital loan measured with Level 3 inputs
Balance at beginning of period	$ 213,600	$ 206,410	$ 72,000	$ 651,000	$ 1,344,000	$ 1,877,000
Change in fair value	(27,800)	7,190	134,410	(370,000)	(693,000)	(533,000)
Balance at end of period	$ 185,800	$ 213,600	$ 206,410	$ 281,000	$ 651,000	$ 1,344,000

FAIR VALUE MEASUREMENTS - Fair value of change in conversion option liability (Details) - Conversion option liability - USD ($)				3 Months Ended
	Aug. 01, 2023	May 10, 2023	Apr. 28, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Change in the fair value of the working capital loan measured with Level 3 inputs
Balance at beginning of period				$ 136,192	$ 18,368
Initial measurement of conversion option liability	$ 32,333	$ 2,332	$ 4,935			$ 19,668
Change in fair value				(32,175)	110,557	(1,300)
Balance at end of period				$ 136,350	$ 136,192	$ 18,368

FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3	Sep. 30, 2023 Y $ / shares	Jun. 30, 2023 Y $ / shares	May 10, 2023 $ / shares Y	Apr. 28, 2023 $ / shares Y	Feb. 06, 2023 Y $ / shares	Dec. 31, 2022 $ / shares Y
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Working Capital Loan \| $ / shares	10.90					10.10
Conversion option liability, measurement input \| $ / shares		10.90	10.45	10.33	10.10
Stock price \| Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value measurement inputs at the measurement dates \| $ / shares	10.90					10.10
Stock price \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value measurement inputs at the measurement dates \| $ / shares	10.90					10.10
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Working Capital Loan	0.055					0.012
Conversion option liability, measurement input		0.055	0.045	0.052	0.081
Volatility \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value measurement inputs at the measurement dates	0.055					0.012
Expected life
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Working Capital Loan \| Y	5.2					5.0
Conversion option liability, measurement input \| Y		5.2	5.2	5.2	5.2
Expected life \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value measurement inputs at the measurement dates \| Y	5.2					5.1
Risk-free rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Working Capital Loan	0.046					0.040
Conversion option liability, measurement input		0.046	0.034	0.035	0.038
Risk-free rate \| Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value measurement inputs at the measurement dates	0.046					0.040
Risk-free rate \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value measurement inputs at the measurement dates	0.046					0.040
Probability of merger closing
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Working Capital Loan	0.100					0.075
Conversion option liability, measurement input		0.100	0.200	0.200	0.200
Probability of merger closing \| Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value measurement inputs at the measurement dates	0.100					0.075
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Working Capital Loan	0.000					0.000
Conversion option liability, measurement input		0.000	0.000	0.000	0.000
Dividend yield \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value measurement inputs at the measurement dates	0.000					0.000
Discount term \| Forward Purchase Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value measurement inputs at the measurement dates \| Y	0.6					0.3

FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Cash	$ 49,483,722		$ 49,483,722		$ 29,390,205
Change in fair value of derivative liabilities	540,000	$ 2,200,000	4,900,000	$ 26,800,000
Fair value assets level 1 to level 2 transfers	0		0
Fair value assets level 2 to level 1 transfers	0		0
Fair value assets transferred into (out of) level 3			0
US Treasury Securities \| Fair Value Measured at Net Asset Value Per Share
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Amount of investments in an open-ended money market fund, in which the Company uses NAV as a practical expedient to fair value	$ 0		$ 0		$ 50,714,282

Subsequent Events (Details) - USD ($)	Nov. 07, 2023	Feb. 05, 2021
Subsequent Events
Maximum net interest to pay dissolution expenses		$ 100,000
Subsequent Event
Subsequent Events
Maximum net interest to pay dissolution expenses	$ 100,000