Allurion Technologies, Inc 8-K/A, filed Aug 14, 2023

Allurion Technologies, Inc. (ALUR)

8-K/A 2023-08-14 For: 2023-08-07

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Added on April 07, 2026

About this 8-K/A

Allurion Technologies, Inc filed this 8-K/A on August 14, 2023, reporting on events of August 7, 2023.

Items reported

Item 9.01: Financial statements and exhibits

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	ALUR	The New York Stock Exchange
Warrants to purchase 1.420455 shares of common stock, each at an exercise price of $8.10 per share of common stock	ALUR WS	The New York Stock Exchange


Exhibit Number		Description

99.1		Unaudited Condensed Consolidated Financial Statements of Allurion as of June 30, 2023 and for the six months ended June 30, 2023 and 2022

99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations of Allurion for the six months ended June 30, 2023 and 2022

99.3		Unaudited Condensed Consolidated Financial Statements of Compute Health as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022

99.4		Management’s Discussion and Analysis of Financial Condition and Results of Operations of Compute Health for the three and six months ended June 30, 2023 and 2022

99.5		Unaudited Pro Forma Condensed Combined Financial Information of Compute Health and Allurion as of and for the six months ended June 30, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


ALLURION TECHNOLOGIES, INC.

By:		/s/ Chris Geberth
Name:		Chris Geberth
Title:		Chief Financial Officer


	June 30, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	4,737		$	7,685
Accounts receivable, net of allowance of doubtful accounts of $3,627 and $741, respectively		25,561			29,346
Inventory, net		4,863			3,865
Prepaid expenses and other current assets		1,905			2,487

Total current assets		37,066			43,383
Property and equipment, net		2,556			2,382
Right-of-use asset		3,357			2,899
Other long-term assets		9,172			2,706

Total assets	$	52,151		$	51,370

Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	14,767		$	5,809
Current portion of term loan		53,673			53,360
Current portion of lease liabilities		840			905
Accrued expenses and other current liabilities		20,606			15,793

Total current liabilities		89,886			75,867
Convertible notes payable, net of discounts ($16,793 and $0 measured at fair value, respectively)		19,897			3,103
Lease liabilities, net of current portion		2,711			2,163
Other liabilities		10,875			2,551

Total liabilities		123,369			83,684

Commitments and Contingencies (Note 14)
Redeemable convertible preferred stock:
Series C redeemable convertible preferred stock, $0.0001 par value — 8,113,616 shares authorized; 7,927,446 shares issued and outstanding; redemption and liquidation value of $39,122		39,122			39,122
Stockholders’ deficit:
Convertible preferred stock (Series A, A-1, B, D-1, D-2, D-3), $0.0001 par value; 12,916,272 shares authorized; 11,988,508 and 11,984,370 shares issued and outstanding; redemption and liquidation value of $91,975 and $90,539 as of June 30, 2023 and December 31, 2022, respectively		58,034			57,999
Common stock, $0.0001 par value — 38,000,000 and 35,000,000 shares authorized as of June 30, 2023 and December 31, 2022, respectively; 7,698,923 and 7,654,943 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		51			51
Additional paid-in capital		3,564			2,706
Accumulated deficit		(171,989	)		(132,192	)

Total stockholders’ deficit		(110,340	)		(71,436	)

Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit	$	52,151		$	51,370


	Six Months Ended June 30,
	2023			2022
Revenue	$	27,031		$	28,963
Cost of revenue		5,932			6,071

Gross profit		21,099			22,892

Operating expenses:
Research and development		14,433			6,165
General and administrative		11,714			6,826
Sales and marketing		22,137			19,778

Total operating expenses:		48,284			32,769

Loss from operations		(27,185	)		(9,877	)

Other (expense) income:
Interest expense, net		(4,745	)		(1,527	)
Changes in fair value of derivative liability		(35	)		—
Changes in fair value of warrants		(1,679	)		34
Changes in fair value of debt		2,257			—
Termination of convertible note side letters		(8,134	)		—
Other expense, net		(220	)		(454	)

Total other expense:		(12,556	)		(1,947	)

Loss before income taxes		(39,741	)		(11,824	)
Provision for income taxes		(56	)		—

Net loss and comprehensive loss		(39,797	)		(11,824	)
Cumulative undeclared preferred dividends		(1,442	)		(1,442	)

Net loss attributable to common shareholders	$	(41,239	)	$	(13,266	)

Net loss per share
Basic and diluted	$	(5.38	)	$	(1.78	)

Weighted-average shares outstanding
Basic and diluted		7,670,589			7,444,937


	Six Months Ended
					Stockholders’ Deficit
	Redeemable Convertible Preferred Stock				Convertible Preferred Stock				Common Sock				Additional Paid-in Capital		Accumulated Deficit			Stockholders’ Deficit
	Shares		Amount		Shares		Amount		Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Stockholders’ Deficit
Balance as of January 1, 2022		7,927,446	$	39,122		11,977,580	$	57,973		7,383,096	$	51	$	2,139	$	(94,448	)	$	(34,285	)
Exercise of stock options		—		—		—		—		121,266		—		119		—			119
Stock-based compensation expense														162					162
Net loss		—		—		—		—		—		—		—		(11,824	)		(11,824	)

Balance as of June 30, 2022		7,927,446		39,122		11,977,580		57,973		7,504,362		51		2,420		(106,272	)		(45,828	)

Balance as of January 1, 2023		7,927,446		39,122		11,984,370		57,999		7,654,943		51		2,706		(132,192	)		(71,436	)
Exercise of stock options		—		—		—		—		43,980		—		48		—			48
Stock-based compensation expense		—		—		—		—		—		—		810		—			810
Issuance of Series A-1 convertible preferred stock for the exercise of warrants		—		—		504		6		—		—				—			6
Issuance of Series B convertible preferred stock for the exercise of warrants		—		—		3,634		29		—		—				—			29
Net loss				—		—		—		—		—				(39,797	)		(39,797	)

Balance as of June 30, 2023		7,927,446	$	39,122		11,988,508	$	58,034		7,698,923	$	51	$	3,564	$	(171,989	)	$	(110,340	)


	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	4,737	$	7,685
Restricted cash included in other long-term assets		368		338

Cash and cash equivalents and restricted cash shown in the statement of cash flows	$	5,105	$	8,023


	June 30, 2023		December 31, 2022
Finished goods	$	2,300	$	2,096
Work in progress		1,118		213
Raw materials		1,445		1,556

Total Inventory	$	4,863	$	3,865


	Estimates Useful Life (in Years)		June 30, 2023			December 31, 2022
Computers and purchased software		3	$	618		$	575
Leasehold improvements		Shorter of useful life or lease term		1,841			1,822
Furniture and fixtures		5		291			251
Machinery and equipment		3-5		2,359			2,002

Property and equipment—at cost				5,109			4,650

Less accumulated depreciation and amortization				(3,212	)		(2,851	)

Construction in progress				659			583

Property and equipment—net			$	2,556		$	2,382


	June 30, 2023		December 31, 2022
Distributor fees and marketing reimbursements	$	5,269	$	6,348
Accrued compensation		3,872		3,453
Accrued clinical trials and R&D		4,115		228
Accrued professional fees		3,017		2,105
Accrued interest		950		489
Accrued warranty		63		48
Other accrued expenses		3,320		3,122

Total accrued expenses and other current liabilities	$	20,606	$	15,793


	June 30, 2023			December 31, 2022
2021 Term Loan	$	55,000		$	55,000
Convertible notes		22,153			3,103

Total principal amounts of debt		77,153			58,103

Less: Change in fair value of debt		(2,257	)		—
Plus: Accretion		338			213
Less: current portion of long-term debt, net of discounts		(53,673	)		(53,360	)
Less: unamortized deferred financing costs and debt discounts		(1,664	)		(1,853	)

Long-term debt, net of current portion and discounts	$	19,897		$	3,103


December 31, 2023	$	—
December 31, 2024		—
December 31, 2025		3,929
December 31, 2026		51,071

	$	55,000


Fair Value Measurement as of June 30, 2023
	Total Carrying Value			Level 1			Level 2			Level 3
Assets:
Cash equivalents
Money market funds		$	35		$	35		$	—		$	—

Total assets		$	35		$	35		$	—		$	—

Liabilities:
Series C Common Stock Warrant Liability		$	743		$	—		$	—		$	743
Series B Preferred Stock Warrant Liability			556			—			—			556
Series A-1 Preferred Stock Warrant Liability			161			—			—			161
Other Common Stock Warrant Liabilities			608			—			—			608
Series C Preferred Stock Warrant Liability			1,182			—			—			1,182
Derivative Liability—Success Fee			213			—			—			213
Series D-1 Preferred Stock Warrant Liability			780			—			—			780
2023 Convertible Notes			16,793			—			—			16,793
PubCo Additional Share Liability			3,327			—			—			3,327
Base PubCo Shares and Backstop Shares Liability			3,305			—			—			3,305

Total Liabilities		$	27,668		$	—		$	—		$	27,668


Fair Value Measurement as of December 31, 2022
	Total Carrying Value			Level 1			Level 2			Level 3
Assets:
Cash equivalents
Money market funds		$	4,925		$	4,925		$	—		$	—

Total assets		$	4,925		$	4,925		$	—		$	—

Liabilities:
Series C Common Stock Warrant Liability		$	340		$	—		$	—		$	340
Series B Preferred Stock Warrant Liability			303			—			—			303
Series A-1 Preferred Stock Warrant Liability			82			—			—			82
Other Common Stock Warrant Liabilities			255			—			—			255
Series C Preferred Stock Warrant Liability			684			—			—			684
Derivative Liability—Success Fee			180			—			—			180
Series D-1 Preferred Stock Warrant Liability			707			—			—			707

Total Liabilities		$	2,551		$	—		$	—		$	2,551


	Measurement Date		Interest Rate			Exercise Price		Estimated Fair Value of Underlying Share Price		Expected Volatility			Expected Life (Years)
Series A-1 Preferred Stock warrants		June 30, 2023		5.43	%	$	1.90	$	11.66		50	%		0.21
Series B Preferred Stock warrants		June 30, 2023		5.14	%		2.38		11.70		55	%		1.45
Series C Common Stock warrants		June 30, 2023		4.31	%		0.01		9.91		59	%		3.55
Series C Preferred Stock warrants		June 30, 2023		3.97	%		6.58		11.79		59	%		7.75
Other Common Stock		June 30, 2023		4.31	%		1.02 - 1.10		9.91		59	%		4.1 - 4.2
Series D-1 Preferred Stock warrants		June 30, 2023		3.81 - 3.97	%		11.87		12.88		59	%		7.8 - 9.2


	Six Months Ended June 30,
	2023		2022
France	$	3,113	$	3,142
Spain		2,520		3,330
United Kingdom		2,257		1,278
Chile		819		3,031
All other countries		18,322		18,182

Total Revenues	$	27,031	$	28,963


	Preferred Stock Authorized		Preferred Stock Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock		2,276,786		2,276,786	$	1,603	$	2,486		2,276,786
Series A-1 Preferred Stock		1,513,028		1,486,048		2,782		4,235		1,486,048
Series B Preferred Stock		2,298,929		2,240,427		5,192		7,982		2,240,427
Series C Preferred Stock		8,113,616		7,927,446		39,122		39,122		7,927,446
Series D-1 Preferred Stock		1,684,565		842,283		9,614		16,162		842,283
Series D-2 Preferred Stock		3,644,616		3,644,616		24,054		36,672		3,644,616
Series D-3 Preferred Stock		1,498,348		1,498,348		14,789		24,438		1,498,348

Total		21,029,888		19,915,954	$	97,156	$	131,097		19,915,954


	Preferred Stock Authorized		Preferred Stock Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock		2,276,786		2,276,786	$	1,603	$	2,486		2,276,786
Series A-1 Preferred Stock		1,513,028		1,485,544		2,776		4,234		1,485,544
Series B Preferred Stock		2,298,929		2,236,793		5,163		7,969		2,236,793
Series C Preferred Stock		8,113,616		7,927,446		39,122		39,122		7,927,446
Series D-1 Preferred Stock		1,684,565		842,283		9,615		15,865		842,283
Series D-2 Preferred Stock		3,644,616		3,644,616		24,054		35,997		3,644,616
Series D-3 Preferred Stock		1,498,348		1,498,348		14,788		23,988		1,498,348

Total		21,029,888		19,911,816	$	97,121	$	129,661		19,911,816


	MLSC Warrants			Preferred Stock Warrants			Common Stock Warrants			Success Fee Derivative Liability		2023 Convertible Notes			PubCo Share Liability			Base PubCo & Backstop Share Liability		Total
Balance – January 1, 2022	$	29		$	481		$	231		$	159	$	—		$	—		$	—	$	900
Fair value upon issuance		—			147			—			—		—			—			—		147
Change in fair value		(5	)		4			(33	)		—		—			—			—		(34	)

Balance – June 30, 2022		24			632			198			159		—			—			—		1,013


Balance – January 1, 2023	$	—		$	1,777		$	596		$	178	$	—		$	—		$	—	$	2,551
Fair value upon issuance		—			—			—			—		19,550			3,370			3,264		26,184
Change in fair value		—			924			755			35		(2,257	)		(43	)		41		(545	)
Exercise of warrants		—			(22	)		—			—		—			—			—		(22	)
Repayments of debt		—			—			—			—		(500	)		—			—		(500	)

Balance – June 30, 2023		—		$	2,679		$	1,351		$	213	$	16,793		$	3,327		$	3,305	$	27,668


Convertible preferred stock (as converted to common stock)			11,988,508
Redeemable convertible preferred stock (as converted to common stock)			7,927,446
Outstanding options to purchase common stock			4,229,085
Restricted Stock Units			1,446,938
Warrants to purchase preferred stock (as converted to warrants to purchase common stock)			296,347
Warrants to purchase common stock			141,985
Convertible notes (as converted to common stock)			3,568,468

Total			29,598,777


June 30, 2023
Issuance Date		Remaining Contractual Term (in years)		Underlying Equity Instrument	Balance Sheet Classification		Shares Issuable Upon Exercise of Warrant		Weighted Average Exercise Price
	9/16/2013		0.2	Series A-1 Preferred Stock		Liability		16,426	$	1.90
	12/1/2014		1.4	Series B Preferred Stock		Liability		58,502		2.38
	3/30/2021		7.7	Series C Preferred Stock		Liability		132,979		6.58
	6/4/2022		8.9	Series D-1 Preferred Stock		Liability		44,220		11.87
	9/15/2022		9.2	Series D-1 Preferred Stock		Liability		44,220		11.87
	1/17/2017		3.5	Common stock		Liability		75,000		0.01
	8/3/2017		4.1	Common stock		Liability		10,000		1.10
	9/8/2017		4.2	Common stock		Liability		29,412		1.02
	6/19/2018		5.0	Common stock		Liability		18,382		1.02
	6/25/2019		6.0	Common stock		Liability		9,191		1.02

								438,332


December 31, 2022
Issuance Date		Remaining Contractual Term (in years)		Underlying Equity Instrument	Balance Sheet Classification		Shares Issuable Upon Exercise of Warrant		Weighted Average Exercise Price
	9/16/2013		0.7	Series A-1 Preferred Stock		Liability		16,930	$	1.90
	12/1/2014		1.9	Series B Preferred Stock		Liability		62,136		2.38
	3/30/2021		8.2	Series C Preferred Stock		Liability		132,979		6.58
	6/4/2022		9.4	Series D-1 Preferred Stock		Liability		44,220		11.87
	9/15/2022		9.7	Series D-1 Preferred Stock		Liability		44,220		11.87
	1/17/2017		4.0	Common stock		Liability		75,000		0.01
	8/3/2017		4.6	Common stock		Liability		10,000		1.10
	9/8/2017		4.7	Common stock		Liability		29,412		1.02
	6/19/2018		5.5	Common stock		Liability		18,382		1.02
	6/25/2019		6.5	Common stock		Liability		9,191		1.02

								442,470


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
				(per option)		(in years)		(in thousands)
Outstanding—January 1, 2023		4,399,088		$	2.31		7.7	$	9,595
Granted		—			—
Cancellations and forfeitures		(126,023	)		2.15
Exercised		(43,980	)		1.19
Outstanding—June 30, 2023		4,229,085			2.33		7.1		28,248

Exercisable at June 30, 2023		2,337,896		$	1.49		5.6	$	17,938


Expected volatility	62	%
Risk-free interest rate	2.84	%
Expected dividend yield	0	%
Expected term (in years)	6.0


	Number of RSUs		Weighted Average Grant Date Fair Value
			(per share)
Outstanding—January 1, 2023		1,446,938	$	4.41
Granted		—		—
Cancellations and forfeitures		—		—
Vested		—		—

Outstanding—June 30, 2023		1,446,938	$	4.41


	June 30, 2023		June 30, 2022
Operating lease costs	$	549	$	399
Short-term lease costs		13		5
Variable lease costs		160		94
Operating cash flows paid for amounts in the measurement of operating lease liabilities		546		465
Operating lease assets obtained in exchange for lease obligations		874		316


2023	$	560
2024		1,133
2025		1,074
2026		728
2027		643
Thereafter		108

Total lease payments	$	4,246
Less: present value adjustment		(695	)

Total lease liabilities		3,551
Less: current lease liability		(840	)

Long-term operating lease liabilities	$	2,711


	June 30, 2023		December 31, 2022
United States	$	4,780	$	3,999
France		1,132		1,282
All other countries		—		—

Long-lived assets	$	5,912	$	5,281


	June 30, 2023			December 31, 2022
	(unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	360,401		$	765,782
Prepaid expenses		58,302			71,506
Income tax receivable		—			174,922

Total current assets		418,703			1,012,210
Investments held in Trust Account		98,456,143			94,326,613

Total Assets	$	98,874,846		$	95,338,823

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	98,255		$	4,189
Accrued expenses		27,500			—
Franchise tax payable		20,000			40,000
Due to related party		—			400,000
Convertible promissory note – related party		556,790			182,010
Promissory note – related party		4,050,000			750,000
Income tax payable		101,630			—

Total current liabilities		4,854,175			1,376,199
Derivative warrant liabilities		17,182,920			3,783,550
Deferred legal costs		9,012,470			4,046,016

Total liabilities		31,049,565			9,205,765

Commitments and Contingencies

Class A common stock subject to possible redemption, $0.0001 par value; 9,223,194 shares issued and outstanding at $10.66 at June 30, 2023 and 9,223,194 shares issued and outstanding $10.24 per share redemption value at December 31, 2022		98,274,518			94,401,540

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 3,000,000 shares authorized; none issued or outstanding at June 30, 2023 and December 31, 2022		—			—
Class A common stock, $0.0001 par value; 300,000,000 shares authorized ; no non-redeemable shares issued or outstanding at June 30, 2023 and December 31, 2022		—			—
Class B common stock, $0.0001 par value; 30,000,000 shares authorized; 21,532,500 and 21,562,500 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		2,153			2,156
Additional paid-in capital		3			—
Accumulated deficit		(30,451,393	)		(8,270,638	)

Total stockholders’ deficit		(30,449,237	)		(8,268,482	)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	98,874,846		$	95,338,823


	For the Three Month Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
General and administrative expenses	$	2,495,946		$	616,731		$	6,007,731		$	1,150,155
Franchise tax expenses		50,000			50,000			100,050			100,000

Loss from operations		(2,545,946	)		(666,731	)		(6,107,781	)		(1,250,155	)
Other income (expense)
Change in fair value of derivative warrant liabilities		(3,424,590	)		9,453,450			(13,399,370	)		22,701,250
Change in fair value of convertible promissory note – related party		198,700			(39,930	)		(374,780	)		1,660
Income from investments held in Trust Account		952,277			1,225,056			1,964,579			1,295,452
Interest earned on bank account		221			2			1,126			16

Loss (income) before income tax		(4,819,338	)		9,971,847			(17,916,226	)		22,748,223
Income tax expense		189,478			219,373			391,551			219,373

Net (loss) income	$	(5,008,816	)	$	9,752,474		$	(18,307,777	)	$	22,528,850

Weighted average shares outstanding of Class A common stock, basic and diluted		9,223,194			86,250,000			9,223,194			86,250,000

Basic and diluted net (loss) income per share, Class A common stock	$	(0.16	)	$	0.09		$	(0.60	)	$	0.21

Weighted average shares outstanding of Class B common stock, basic and diluted		21,532,500			21,562,500			21,537,141			21,562,500

Basic and diluted net (loss) income per share, Class B common stock	$	(0.16	)	$	0.09		$	(0.60	)	$	0.21


	Common Stock															Total Stockholders’ Deficit
	Class A				Class B						Additional Paid-In Capital		Accumulated Deficit
	Shares		Amount		Shares			Amount			Additional Paid-In Capital		Accumulated Deficit
Balance - December 31, 2022		—	$	—		21,562,500		$	2,156		$	—	$	(8,270,638	)	$	(8,268,482	)
Remeasurement of Class A common stock to redemption value		—		—		—			—			—		(1,960,180	)		(1,960,180	)
Net loss		—		—		—			—			—		(13,298,961	)		(13,298,961	)

Balance - March 31, 2023		—	$	—		21,562,500		$	2,156		$	—	$	(23,529,779	)	$	(23,527,623	)

Remeasurement of Class A common stock to redemption value														(1,912,798	)		(1,912,798	)
Forfeiture of Class B common stock shares						(30,000	)		(3	)		3		—			—
Net income		—		—		—			—			—		(5,008,816	)		(5,008,816	)

Balance - June 30, 2023		—	$	—		21,532,500		$	2,153		$	3	$	(30,451,393	)	$	(30,449,237	)


	For the Six Month Ended June 30,
	2023			2022
Cash Flows from Operating Activities:
Net (loss) income	$	(18,307,777	)	$	22,528,850
Adjustments to reconcile net income to net cash used in operating activities:
Deferred legal fees	$	4,966,454			514,108
Change in fair value of derivative warrant liabilities		13,399,370			(22,701,250	)
Change in fair value of promissory note – related party		374,780			(1,660	)
Income from investments held in Trust Account		(1,964,579	)		(1,295,452	)

Changes in operating assets and liabilities:
Prepaid expenses		13,204			304,070
Accounts payable		94,066			2,843
Accrued expenses		27,500			(160,917	)
Franchise tax payable		(20,000	)		(180,045	)
Income tax receivable		174,922			—
Income tax payable		101,630			219,373

Net cash used in operating activities		(1,140,430	)		(770,080	)

Cash Flows from Investing Activities
Cash deposited in Trust Account		—			—
Cash deposited in Trust Account for extension		(2,400,000	)		—
Interest Withdrawn from Trust Account		235,049			—

Net cash used in investing activities		(2,164,951	)		—

Cash Flows from Financing Activities:
Proceeds from promissory note to related party		2,900,000			—

Net cash provided by financing activities		2,900,000			—

Net change in cash	$	(405,381	)	$	(770,080	)
Cash - beginning of the period		765,782			836,874

Cash - end of the period	$	360,401		$	66,794

Supplemental disclosure of noncash activities:
Conversion of related party advance to promissory note	$	400,000		$	—


	For the Three Months Ended						For the Three Months Ended
	June 30, 2023						June 30, 2022
	Class A			Class B			Class A		Class B
Basic and Diluted net (loss) income per common stock:
Numerator:
Allocation of net (loss) income	$	(1,502,073	)	$	(3,506,743	)	$	7,801,979	$	1,950,495
Denominator:
Basic and Diluted weighted average shares outstanding		9,223,194			21,532,500			86,250,000		21,562,500

Basic and Diluted net (loss) income per common stock	$	(0.16	)	$	(0.16	)	$	0.09	$	0.09


	For the Six Months Ended						For the Six Months Ended
	June 30, 2023						June 30, 2022
	Class A			Class B			Class A		Class B
Basic and Diluted net (loss) income per common stock:
Numerator:
Allocation of net (loss) income	$	(5,489,413	)	$	(12,818,364	)	$	18,023,080	$	4,505,770
Denominator:
Basic and Diluted weighted average shares outstanding		9,223,194			21,537,141			86,250,000		21,562,500

Basic and Diluted net (loss) income per common stock	$	(0.60	)	$	(0.60	)	$	0.21	$	0.21


Gross proceeds	$	862,500,000
Less:
Proceeds allocated to Public Warrants		(24,753,640	)
Class A common stock issuance costs		(47,036,560	)
Plus:


Remeasurement of carrying value to redemption value		71,790,200

Class A common stock subject to possible redemption at December 31, 2021	$	862,500,000
Increase in redemption value of Class A common stock subject to redemption		8,444,762
Redemption of 77,026,806 shares of Class A common stock		(776,543,222	)

Class A common stock subject to possible redemption at December 31, 2022	$	94,401,540
Increase in redemption value of Class A common stock subject to redemption		3,872,978

Class A common stock subject to possible redemption at June 30, 2023	$	98,274,518


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - Money Market Fund	$	98,456,143	$	—	$	—
Liabilities:
Derivative warrant liabilities - public warrants	$	10,766,250	$	—	$	—
Derivative warrant liabilities - private warrants	$	—	$	6,416,670	$	—
Convertible promissory note - related party – short-term	$	—	$	—	$	556,790


	June 30, 2023			December 31, 2022
Volatility		25	%		33.9	%
Stock price	$	1.33		$	0.85
Expected life of the options to convert		0.10			0.41
Risk-free rate		5.13	%		4.54	%
Dividend yield		0.0	%		0.0	%
Probability of successful Business Combination		37.7	%		13.0	%


Fair Value of Promissory Note - related party, December 31, 2022	$	182,010
Change in fair value of Promissory Note - related party		573,480

Fair Value of Promissory Note - related party, March 31, 2023	$	755,490
Change in fair value of Promissory Note - related party		(198,700	)

Fair Value of Promissory Note - related party, June 30, 2023	$	556,790