Nocturne Acquisition (MBTC) 10-Q 21 Nov 23 2023 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 21, 2023
Document Information Line Items
Entity Registrant Name	NOCTURNE ACQUISITION CORPORATION
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		5,191,416
Amendment Flag	false
Entity Central Index Key	0001837344
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40259
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	P.O. Box 25739
Entity Address, City or Town	Santa Ana
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92799
City Area Code	(858)
Local Phone Number	375-8026
Entity Interactive Data Current	Yes
Units, each consisting of one ordinary share, $0.0001 par value and one right
Document Information Line Items
Trading Symbol	MBTCU
Title of 12(b) Security	Units, each consisting of one ordinary share, $0.0001 par value and one right
Security Exchange Name	NASDAQ
Ordinary shares included as part of Units
Document Information Line Items
Trading Symbol	MBTC
Title of 12(b) Security	Ordinary shares included as part of Units
Security Exchange Name	NASDAQ
Rights included as part of the Units
Document Information Line Items
Trading Symbol	MBTCR
Title of 12(b) Security	Rights included as part of the Units
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 17,461	$ 47,373
Prepaid expenses	64,799	71,700
Total current assets	82,260	119,073
Marketable securities held in Trust Account	21,115,584	21,100,382
TOTAL ASSETS	21,197,844	21,219,455
Current liabilities
Accounts payable and accrued expenses	1,711,761	1,017,057
Total current liabilities	7,046,490	4,637,086
Deferred underwriting fee payable	4,025,000	4,025,000
TOTAL LIABILITIES	11,071,490	8,662,086
Commitments and contingencies (see Note 6)
Ordinary shares subject to possible redemption, 1,851,416 and 1,984,080 shares issued and outstanding at approximately $11.41 and $10.63 per share redemption value as of September 30, 2023 and December 31, 2022, respectively	21,115,584	21,100,382
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,340,000 shares issued and outstanding (excluding 1,851,416 and 1,984,080 shares subject to redemption) as of September 30, 2023 and December 31, 2022, respectively	334	334
Additional paid-in capital
Accumulated deficit	(10,989,564)	(8,543,347)
Total Shareholders’ Deficit	(10,989,230)	(8,543,013)
TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT	21,197,844	21,219,455
Related Party
Current liabilities
Advance from related party	2,754,750	1,040,050
Promissory note - related party	$ 2,579,979	$ 2,579,979

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Ordinary shares subject to possible redemption, shares issued	1,851,416	1,984,080
Ordinary shares subject to possible redemption, shares outstanding	1,851,416	1,984,080
Ordinary shares subject to possible redemption, per share (in Dollars per share)	$ 11.41	$ 10.63
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares outstanding
Preference shares, shares issued
Ordinary shares par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued	3,340,000	3,340,000
Ordinary shares, shares outstanding	3,340,000	3,340,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Formation and operating costs	$ 767,991	$ 1,029,333	$ 1,646,167	$ 1,391,682
Loss from operations	(767,991)	(1,029,333)	(1,646,167)	(1,391,682)
Other income:
Income earned on marketable securities held in Trust Account	199,065	534,551	657,881	704,455
Net (loss) income	$ (568,926)	$ (494,782)	$ (988,286)	$ (687,227)
Ordinary Shares Subject to Redemption
Other income:
Weighted average shares outstanding (in Shares)	1,851,416	11,500,000	1,900,497	11,500,000
Basic net loss per share (in Dollars per share)	$ (0.11)	$ (0.03)	$ (0.19)	$ (0.05)
Ordinary Shares Not Subject to Possible Redemption
Other income:
Weighted average shares outstanding (in Shares)	3,340,000	3,340,000	3,340,000	3,340,000
Basic net loss per share (in Dollars per share)	$ (0.11)	$ (0.03)	$ (0.19)	$ (0.05)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Ordinary Shares Subject to Redemption
Diluted net loss per share	$ (0.11)	$ (0.03)	$ (0.19)	$ (0.05)
Ordinary Shares Not Subject to Possible Redemption
Diluted net loss per share	$ (0.11)	$ (0.03)	$ (0.19)	$ (0.05)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited) - USD ($)	Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 334		$ (3,795,813)	$ (3,795,479)
Balance (in Shares) at Dec. 31, 2021	3,340,000
Remeasurement for ordinary shares to redemption amount			(11,697)	(11,697)
Net income (loss)			(193,922)	(193,922)
Balance at Mar. 31, 2022	$ 334		(4,001,432)	(4,001,098)
Balance (in Shares) at Mar. 31, 2022	3,340,000
Balance at Dec. 31, 2021	$ 334		(3,795,813)	(3,795,479)
Balance (in Shares) at Dec. 31, 2021	3,340,000
Net income (loss)				(687,227)
Balance at Sep. 30, 2022	$ 334		(7,487,495)	(7,487,161)
Balance (in Shares) at Sep. 30, 2022	3,340,000
Balance at Mar. 31, 2022	$ 334		(4,001,432)	(4,001,098)
Balance (in Shares) at Mar. 31, 2022	3,340,000
Remeasurement for ordinary shares to redemption amount			(1,308,207)	(1,308,207)
Net income (loss)			1,477	1,477
Balance at Jun. 30, 2022	$ 334		(5,308,162)	(5,307,828)
Balance (in Shares) at Jun. 30, 2022	3,340,000
Remeasurement for ordinary shares to redemption amount			(1,684,551)	(1,684,551)
Net income (loss)			(494,782)	(494,782)
Balance at Sep. 30, 2022	$ 334		(7,487,495)	(7,487,161)
Balance (in Shares) at Sep. 30, 2022	3,340,000
Balance at Dec. 31, 2022	$ 334		(8,543,347)	(8,543,013)
Balance (in Shares) at Dec. 31, 2022	3,340,000
Remeasurement for ordinary shares to redemption amount			(476,660)	(476,660)
Net income (loss)			(308,711)	(308,711)
Balance at Mar. 31, 2023	$ 334		(9,328,718)	(9,328,384)
Balance (in Shares) at Mar. 31, 2023	3,340,000
Balance at Dec. 31, 2022	$ 334		(8,543,347)	(8,543,013)
Balance (in Shares) at Dec. 31, 2022	3,340,000
Net income (loss)				(988,286)
Balance at Sep. 30, 2023	$ 334		(10,989,564)	(10,989,230)
Balance (in Shares) at Sep. 30, 2023	3,340,000
Balance at Mar. 31, 2023	$ 334		(9,328,718)	(9,328,384)
Balance (in Shares) at Mar. 31, 2023	3,340,000
Remeasurement for ordinary shares to redemption amount			(582,206)	(582,206)
Net income (loss)			(110,649)	(110,649)
Balance at Jun. 30, 2023	$ 334		(10,021,573)	(10,021,239)
Balance (in Shares) at Jun. 30, 2023	3,340,000
Remeasurement for ordinary shares to redemption amount			(399,065)	(399,065)
Net income (loss)			(568,926)	(568,926)
Balance at Sep. 30, 2023	$ 334		$ (10,989,564)	$ (10,989,230)
Balance (in Shares) at Sep. 30, 2023	3,340,000

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (988,286)	$ (687,227)
Adjustments to reconcile net loss to net cash used in operating activities:
Income earned on marketable securities held in Trust Account	(657,881)	(704,455)
Changes in operating assets and liabilities:
Prepaid expenses	6,901	77,875
Accounts payable and accrued expenses	694,704	701,358
Net cash used in operating activities	(944,562)	(612,449)
Cash Flows from Investing Activities:
Deposits of cash into Trust Account for extension purposes	(800,050)	(2,300,000)
Cash withdrawn from Trust Account in connection with redemption	1,442,729
Net cash provided by (used in) investing activities	642,679	(2,300,000)
Cash Flows from Financing Activities:
Proceeds from promissory note - related party		2,579,979
Advances from related party	1,714,700
Redemption of ordinary shares	(1,442,729)
Net cash provided by financing activities	271,971	2,579,979
Net Change in Cash	(29,912)	(332,470)
Cash – Beginning of period	47,373	384,505
Cash – End of period	17,461	52,035
Non-Cash investing and financing activities:
Remeasurement for Class A ordinary shares subject to possible redemption	$ 1,457,931	$ 3,004,455

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2023
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Nocturne Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 28, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. On December 30, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Nocturne Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Nocturne (“Merger Sub”), and Cognos Therapeutics, Inc., a Delaware corporation (“Cognos”), with respect to a proposed initial business combination which would involve a domestication of Nocturne as a Delaware corporation, in connection with which Nocturne would also change its name to “Cognos Therapeutics Holdings, Inc.”, followed by a merger of Merger Sub with and into Cognos (the “Merger”), with Cognos continuing as the surviving entity and a wholly-owned subsidiary of Nocturne. As of September 30, 2023, the Company had not commenced any operations. All activity through September 30, 2023 relates to the Company’s formation and initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. 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 income from the marketable securities held in the Trust Account (as defined below). The Registration Statement for the Company’s Initial Public Offering was declared effective on March 29, 2021. On April 5, 2021, the Company consummated the Initial Public Offering of 10,000,000 units at $10.00 per unit (the “Units” and, with respect to the ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 450,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement (the “Private Placement”) to Nocturne Sponsor, LLC (the “Sponsor”), generating gross proceeds of $4,500,000, which is described in Note 4. Following the closing of the Initial Public Offering on April 5, 2021, an amount of $101,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government treasury securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. In order to mitigate the risk that the Company could be deemed to be operating as an unregistered investment company under the Investment Company Act of 1940, as amended, the Company has instructed its Trust Agent, Continental Stock Transfer and Trust Company (“Continental”) to liquidate the Company’s investments in money market funds invested primarily in U.S. government treasury securities and thereafter to hold all funds in the Trust Account in cash or in U.S. government treasury securities. On April 14, 2021, the underwriters exercised their over-allotment option in full and purchased an additional 1,500,000 Units (the “Over-Allotment Units”), generating gross proceeds of $15,000,000. In connection with the sale of the Over-Allotment Units, the underwriters agreed to waive the underwriting commission equal to 2% of gross proceeds. On April 14, 2021, simultaneously with the sale of the Over-Allotment Units and in connection with the underwriters’ waiver of the underwriting commission described above, the Company consummated a private sale of an additional 15,000 Private Placement Units to the Sponsor, generating gross proceeds of $150,000. The additional proceeds of $15,150,000 were placed in the Trust Account, bringing the grand total placed in the Trust Account to $116,150,000. Transaction costs amounted to $6,597,115, consisting of $2,000,000 in underwriting fees, $4,025,000 in deferred underwriting fees and $572,115 in other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination with Cognos successfully. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting commissions held in the Trust Account and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination with Cognos if the combined company owns or acquires 50% or more of the issued and outstanding voting securities of Cognos or otherwise acquires a controlling interest in Cognos sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company expects to provide its holders of the outstanding 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 with Cognos in connection with a shareholder meeting called to approve the Business Combination. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.10 per share), calculated as of two business days prior to the completion of a Business Combination, including 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 Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of the initial Business Combination and after payment of underwriters’ fees and commissions; furthermore, because the Company has decided to seek shareholder approval in connection with a Business Combination with Cognos, it must receive an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at an extraordinary general meeting of the Company, to proceed with the Business Combination. the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Private Placement Shares (as defined in Note 4), and any Public Shares purchased in or after the Initial Public Offering in favor of approving the Business Combination with Cognos and to waive its redemption rights with respect to any such shares in connection with the shareholder vote to approve the Business Combination with Cognos. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than SPAC minimum equity. Additionally, each public shareholder may elect to redeem its Public Shares irrespective of whether he, she or it votes for or against a Business Combination. Notwithstanding the foregoing, because the Company has decided to not conduct redemptions pursuant to the tender offer rules in connection with shareholder approval of the Business Combination, the Company’s Amended and Restated Memorandum and Articles of Association provides 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 Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination. The Company will have until December 5, 2023 (such period ending on the De-SPAC Deadline, as the same may be extended as further described, the “Combination Period”, further referred to as the “De-SPAC deadline”), to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including income earned on marketable securities (less up to $100,000 of income earned on marketable securities to pay dissolution expenses), 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 Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. On October 5, 2022, our Sponsor agreed to deposit $100,000 into the trust account each month, starting on October 5, 2022, and payable on the 5th day of each subsequent month until the earlier of April 5, 2023, or the consummation of a Business Combination by the Company. On April 3, 2023, the Company’s shareholders voted to extend the deadline for the initial business combination from April 5, 2023, to October 5, 2023. In the event that the Company has not consummated a business combination by October 5, 2023, the Board may, without shareholder approval, extend the deadline up to three times, each by one additional month (for a total of up to three additional months) until January 5, 2024, provided by Board Approval and the $100,000 deposits by the Company’s Sponsor, or designee, continue on the 5th of each month. Currently, the Company’s De-SPAC Deadline is December 5, 2023, with one month remaining through January 5, 2024. In connection with this extraordinary general meeting, shareholders holding 132,664 public shares, valued at approximately $1,442,729 (or approximately $10.87 per share), exercised their right to redeem their shares for a prorate portion of the funds in the Trust Account. On April 21, 2023 and May 24, 2023 respectively, the Company received a notification from Nasdaq that it was in violation of a Nasdaq continued listing requirement as it had failed to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”). The notification provided that the Company had until June 20, 2023 to submit a plan to regain compliance with this continued listing requirement. The Company filed its Form 10-K on May 26, 2023. On June 12, 2023, following the production of additional documentation by the Company, to the listing qualifications department staff of Nasdaq, relating to the current capitalization of the Company, the Company received a letter (the “Compliance Notice”) from Nasdaq notifying the Company that, notwithstanding the letter from Nasdaq received by the Company on May 31, 2023, the Company is in compliance with Nasdaq Listing Rule 5550(a)(4) (the “Public Float Standard”) because it has more than 500,000 publicly held shares. Accordingly, Nasdaq considers the matter of the Company’s compliance with the Public Float Standard now closed. On September 29, 2023, the Company provided notice to its shareholders that its board of directors intended to approve (i) the extension of the De-SPAC Deadline by one additional month, from October 5, 2023 to November 5, 2023 and (ii) the extension of the De-SPAC Deadline by a second additional month, from November 5, 2023 to December 5, 2023. The Company’s Sponsor, or its designee, will deposit $100,000 into the Company’s trust account on a monthly basis until the consummation of a successful Business Combination. The De-SPAC Deadline is currently December 5, 2023. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period; in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of income which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account, 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”). Moreover, if an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Cognos has agreed to such a waiver pursuant to the terms of the Merger Agreement. Risks and Uncertainties The Company continues to evaluate the impact of increases in inflation and rising interest rates, financial market instability, including the recent bank failures, the potential government shutdown, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the wars in Ukraine and the surrounding region and between Israel and Hamas. The Company has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on the financial position, results of operations and/or ability for the Company to complete an initial Business Combination, the Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company and the Company’s ability to complete an initial Business Combination. Liquidity and Going Concern As of September 30, 2023, the Company had approximately $17,461 in its operating bank account. The Company’s liquidity needs to date have been satisfied through a payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the Founder Shares and the proceeds from the consummation of the Private Placement not held in the Trust Account to provide working capital needed to identify and seek to consummate a Business Combination. On October 27, 2021, the Sponsor committed to provide us with an aggregate of $150,000 in loans through April 5, 2023, which was the then-current De-SPAC Deadline (but which was subsequently extended, as further described above). The loans, if issued, will be non-interest bearing, unsecured and will be repaid upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, all amounts loaned to the Company will be forgiven except to the extent that the Company has funds available outside of the Trust Account to repay such loans. 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, provide the Company with Working Capital Loans (as defined in Note 5). As of September 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. If the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to its initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company has become obligated to redeem a significant number of its Public Shares upon completion of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” pursuant to its Amended and Restated Memorandum and Articles of Association, the Company has until the De-SPAC Deadline to consummate a Business Combination. If a Business Combination is not consummated by the De-SPAC Deadline, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before December 5, 2023, the current De-SPAC Deadline (subject to any applicable extensions), it is uncertain that the Company will be able to consummate a Business Combination in time. This uncertainty and the Company’s current liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the De-SPAC Deadline.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, that are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on May 26, 2023. The interim results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period; this means that, where an issued or revised standard 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 condensed consolidated financial statements 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. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs of $6,574,881 allocated to the Public Shares were initially charged to temporary equity and then accreted to ordinary shares subject to redemption. Furthermore, offering costs of $22,234 allocated to the Private Placement Units were charged to additional paid-in capital upon completion of the Initial Public Offering. Marketable Securities Held in Trust Account At March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which were invested primarily in U.S. Treasury securities. However, as of September 30, 2023, in order to mitigate the risk that the Company could be deemed to be operating as an unregistered investment company under the Investment Company Act of 1940, as amended, the Company instructed Continental to liquidate the Company’s investments in money market funds invested primarily in U.S. Treasury securities and thereafter to hold all funds in the Trust Account in cash or in U.S. Treasury securities until the earlier of the consummation of the initial business combination or the Company’s liquidation Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares featuring redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. In connection with the extraordinary general meeting in lieu of the 2022 Annual Meeting of Shareholders held by the Company on October 4, 2022, shareholders holding 9,515,920 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. In connection with the extraordinary general meeting held on April 2, 2023, shareholders holding 132,664 public shares, valued at approximately $1,442,729 (or approximately $10.87 per share), exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. Accordingly, at September 30, 2023 and December 31, 2022, 1,851,416 and 1,984,080 ordinary shares subject to possible redemption are presented at $11.41 and $10.63 redemption value, respectively, as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2023, and December 31, 2022, the ordinary shares subject to redemption reflected in the condensed consolidated balance sheets are reconciled in the following table: Ordinary shares subject to possible redemption, January 1, 2022 $ 116,157,607 Less: Redemption of Ordinary shares (98,596,479 ) Plus: Remeasurement of carrying value to redemption value 3,539,254 Ordinary shares subject to possible redemption, December 31, 2022 $ 21,100,382 Plus: Remeasurement of carrying value to redemption value 476,660 Ordinary shares subject to possible redemption, March 31, 2023 $ 21,577,042 Less: Redemption (1,442,729 ) Plus: Remeasurement of carrying value to redemption value 582,206 Ordinary shares subject to possible redemption, June 30, 2023 $ 20,716,519 Plus: Remeasurement of carrying value to redemption value 399,065 Ordinary shares subject to possible redemption, September 30, 2023 $ 21,115,584 Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, it must be more likely than not that a tax position will not be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The remeasurement associated with the redeemable ordinary shares is excluded from loss per ordinary share as the redemption amount approximates fair value. The calculation of diluted loss per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering and (ii) the Private Placement, which rights may convert into 1,196,500 ordinary shares, because the conversion of the rights into ordinary shares is contingent upon the occurrence of future events. As of September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the losses of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Shares Shares not Shares Shares not Shares Shares not Shares Shares not subject to subject to subject to subject to subject to subject to subject to subject to possible possible possible possible possible possible possible possible redemption redemption redemption redemption redemption redemption redemption redemption Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (202,896 ) $ (366,030 ) $ (383,423 ) $ (111,359 ) $ (358,408 ) $ (629,878 ) $ (532,555 ) $ (154,672 ) Denominator: Basic and diluted weighted average shares outstanding 1,851,416 3,340,000 11,500,000 3,340,000 1,900,497 3,340,000 11,500,000 3,340,000 Basic and diluted net (loss) income per ordinary share $ (0.11 ) $ (0.11 ) $ (0.03 ) $ (0.03 ) $ (0.19 ) $ (0.19 ) $ (0.05 ) $ (0.05 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. The Company also follows ASC 820 for non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or that the Company would have paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. Recent Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 2023
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, inclusive of 1,500,000 Units sold to underwriters on April 14, 2021, upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share and one right (“Public Right”). Each Public Right entitles the holder to receive one-tenth (1/10) of one ordinary share at the closing of a Business Combination (see Note 7).

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2023
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closings of the Initial Public Offering and the sale over the Over-Allotment Units, the Sponsor purchased an aggregate of 465,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,650,000. Each Private Placement Unit consists of one ordinary share (“Private Placement Unit”) and one right (“Private Placement Right”). Each Private Placement Right entitles the holder to receive one-tenth (1/10) of one ordinary share at the closing of a Business Combination. A portion of the proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placements Units and all underlying securities will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In November 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 2,875,000 of the Company’s ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option on April 14, 2021, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of nine months after the date of the consummation of a Business Combination and the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and, with respect to the remaining 50% of the Founder Shares, nine months after the date of the consummation of a Business Combination, or earlier in each case if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on March 30, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, administrative and support services. The accrued balance of these fees totaled $300,000 and $210,000 as of September 30, 2023 and December 31, 2022, respectively. Promissory Note — Related Party On November 16, 2020, the Company issued to the Sponsor an unsecured promissory note (the “Promissory Note”) pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021, or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note was repaid in its entirety at the closing of the Initial Public Offering. Borrowings are no longer available under the Promissory Note. On April 5, 2022, the Company issued a $1,150,000 promissory note (the “First Extension Note”) to Mindfulness Capital Management Limited, a Cayman Islands exempted company (“Mindfulness”) and affiliate of the Sponsor, in consideration for $1,150,000 being deposited in the Trust Account (the “First Extension Payment”) for the purpose of extending the Combination Period to July 5, 2022 (the “First Extension”). The First Extension was the first of the two three-month extensions permitted under the Company’s governing documents before they were amended to allow for additional extensions. The First Extension Note is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date of the liquidation of the Company. On July 5, 2022, an aggregate of $1,150,000 (the “Second Extension Payment”) was deposited by Mindfulness into the Trust Account for the public shareholders, representing $0.10 per Public Share, to enable the Company to extend the period of time it has to consummate its initial Business Combination by three months, from July 5, 2022 to October 5, 2022 (the “Second Extension”). The Second Extension is the second of the two three-month extensions permitted under the Company’s governing documents before they were amended to allow for additional extensions. In connection with the Second Extension Payment and Second Extension, on July 5, 2022, the Company issued to Mindfulness an unsecured promissory note (the “Second Extension Note”) having a principal amount equal to the amount of the Second Extension Payment. The Second Extension Note is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date of the liquidation of the Company. On July 6, 2022, the Company issued a $280,000 promissory note (the “Third Note” and, together with the Promissory Note, the First Extension Note, and the Second Extension Note, the “Promissory Notes”) to Mindfulness. The Third Note is non-interest bearing and due upon the earlier of the consummation of the Business Combination or the date of Company’s liquidation. As of September 30, 2023 and December 31, 2022, the Company had an outstanding balance of $2,579,979 under the Promissory Notes. It is expected that the Company may issue additional instruments similar to the Promissory Notes in connection with any potential additional extensions of the De-SPAC Deadline, as further described in the March Proxy Statement and the Company’s other filings with the SEC. Advances from Related Party The Sponsor advanced the Company $2,754,750 and $1,040,050 as of September 30, 2023 and December 31, 2022, respectively, for working capital purposes. The advance is non-interest bearing and is due on demand. Related Party Loans 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 directors and officers 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 will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans will be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans; but, no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the combined company at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of September 30, 2023, and December 31, 2022, there were no amounts outstanding under the Working Capital Loans. On October 27, 2021, the Sponsor committed to provide us with an aggregate of $150,000 in loans through April 5, 2023, the which was the then-current De-SPAC Deadline. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, all amounts loaned to the Company will be forgiven except to the extent that the Company has funds available outside of the Trust Account to repay such loans. As of September 30, 2023, and December 31, 2022, there were no loans issued under this commitment.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on March 30, 2021, the holders of the Founder Shares, Private Placement Units (and their underlying securities) and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the ordinary shares). 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 a Business Combination, as well as rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotment at the Initial Public Offering price, less the underwriter discounts and commissions. On April 14, 2021, the underwriters elected to fully exercise the over-allotment option to purchase an additional 1,500,000 Units at a price of $10.00 per Unit. Service Provider Agreements From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help identify potential target businesses, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination with Cognos or with another target business. Right of First Refusal Subject to certain conditions, the Company will grant Chardan Capital Markets (“Chardan”), for a period of 12 months after the date of the consummation of a Business Combination, a right of first refusal to act as book running manager, with at least 30% of the economics, for any and all future public and private equity and debt offerings. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the Registration Statement. Merger Agreement On December 30, 2022, the Company entered into a Merger Agreement with Merger Sub), and Cognos, with respect to a proposed initial business combination which would involve a domestication of the Company as a Delaware corporation, in connection with which the Company would also change its name to “Cognos Therapeutics Holdings, Inc.”, followed by the Merger with Cognos continuing as the surviving entity and a wholly-owned subsidiary of the Company. In consideration for and in connection with the Merger, the current holders of shares of Cognos’ common stock, par value $0.0001 per share, will have their shares canceled and converted into the right to receive a certain number of shares of common stock of Nocturne (which will at the relevant time be a Delaware corporation) as provided for in the Merger Agreement. The Company intends to call an extraordinary general meeting of the holders of its ordinary shares, par value $0.0001 per share, to seek shareholder approval of the Company Shareholder Voting Matters (as defined in the Merger Agreement), including the Merger. Pursuant to the Merger Agreement, (i) the Domestication and (ii) Merger Sub will merge with and into Cognos with Cognos continuing as the surviving entity and a wholly-owned subsidiary of Nocturne (the “Merger” and together with the Domestication and the other transactions contemplated by the Merger Agreement. In connection with the Domestication, the Company will change its name to “Cognos Therapeutics Holdings, Inc.” We refer to the Company following the Business Combination as “Cognos Therapeutics.” As a result of the Domestication, each issued and outstanding ordinary share of the Company will be converted into an equal number of shares of common stock of Cognos Therapeutics, par value $0.0001 per share (“Cognos Therapeutics Common Stock”), and each right to receive ordinary shares of the Company (each, a “Right”) will convert into the right to receive one-tenth (1/10) of one share of Cognos Therapeutics Common Stock. At the closing of the Business Combination, each Right will receive one-tenth (1/10) of one share of Cognos Therapeutics Common Stock. In connection with the Business Combination, the Company’s Sponsor, Nocturne Sponsor, LLC, agreed to forfeit certain equity securities of the Company owned by it under certain circumstances pursuant to the Sponsor Forfeiture Agreement. The Sponsor Forefeiture agreements defines that cash on hand shall not be less than the Minimum Cash Amount and to proceed with the Closing, then at (and contingent upon) the Closing, the Sponsor shall irrevocably forfeit and surrender to the Company certain of its Sponsor Shares, as calculated based on the following scenarios: the Sponsor shall (a) keep 2,963,000 shares (eighty-seven and one-half percent (87.5%) of Sponsor Shares) and forfeit the rest if the Company’s cash on hand is less than the Minimum Cash Amount but equals or exceeds $7,500,000, (b) keep 2,539,000 shares (seventy-five percent (75%) of Sponsor Shares) and forfeit the rest if the Company’s cash on hand is less than $7,500,000 but equals or exceeds $5,000,000 and (c) keep 1,693,000 shares (fifty percent (50%) of Sponsor Shares) and forfeit the rest if the Company has no cash on hand at Closing. The number of Sponsor Shares kept and forfeited shall be pro-rated to the extent Nocturne’s cash on hand falls between any of the amounts in clauses (a) through (c) above. On September 29, 2023, Nocturne, Cognos and Merger Sub entered into the First Amendment to the Merger Agreement (the “Amendment”), to change the date after which either Nocturne or Cognos may terminate the Merger Agreement if the closing of the transactions contemplated thereby has not occurred from September 30, 2023 to March 31, 2024.

Shareholders_ Deficit

Shareholders’ Deficit	9 Months Ended
	Sep. 30, 2023
Shareholders’ Deficit [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Ordinary Shares Rights If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2023
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023, and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value: September 30, December 31, Description Level 2023 2022 Assets: Marketable securities held in Trust Account 1 $ 21,115,584 $ 21,100,382

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued and, other than described below, there were no other subsequent events identified that would have required adjustment or disclosure in the condensed consolidated financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, that are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on May 26, 2023. The interim results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period; this means that, where an issued or revised standard 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 condensed consolidated financial statements 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.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022.
Offering Costs	Offering Costs Offering costs consist of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs of $6,574,881 allocated to the Public Shares were initially charged to temporary equity and then accreted to ordinary shares subject to redemption. Furthermore, offering costs of $22,234 allocated to the Private Placement Units were charged to additional paid-in capital upon completion of the Initial Public Offering.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which were invested primarily in U.S. Treasury securities. However, as of September 30, 2023, in order to mitigate the risk that the Company could be deemed to be operating as an unregistered investment company under the Investment Company Act of 1940, as amended, the Company instructed Continental to liquidate the Company’s investments in money market funds invested primarily in U.S. Treasury securities and thereafter to hold all funds in the Trust Account in cash or in U.S. Treasury securities until the earlier of the consummation of the initial business combination or the Company’s liquidation
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares featuring redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. In connection with the extraordinary general meeting in lieu of the 2022 Annual Meeting of Shareholders held by the Company on October 4, 2022, shareholders holding 9,515,920 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. In connection with the extraordinary general meeting held on April 2, 2023, shareholders holding 132,664 public shares, valued at approximately $1,442,729 (or approximately $10.87 per share), exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. Accordingly, at September 30, 2023 and December 31, 2022, 1,851,416 and 1,984,080 ordinary shares subject to possible redemption are presented at $11.41 and $10.63 redemption value, respectively, as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2023, and December 31, 2022, the ordinary shares subject to redemption reflected in the condensed consolidated balance sheets are reconciled in the following table: Ordinary shares subject to possible redemption, January 1, 2022 $ 116,157,607 Less: Redemption of Ordinary shares (98,596,479 ) Plus: Remeasurement of carrying value to redemption value 3,539,254 Ordinary shares subject to possible redemption, December 31, 2022 $ 21,100,382 Plus: Remeasurement of carrying value to redemption value 476,660 Ordinary shares subject to possible redemption, March 31, 2023 $ 21,577,042 Less: Redemption (1,442,729 ) Plus: Remeasurement of carrying value to redemption value 582,206 Ordinary shares subject to possible redemption, June 30, 2023 $ 20,716,519 Plus: Remeasurement of carrying value to redemption value 399,065 Ordinary shares subject to possible redemption, September 30, 2023 $ 21,115,584
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, it must be more likely than not that a tax position will not be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Net Loss per Ordinary Share	Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The remeasurement associated with the redeemable ordinary shares is excluded from loss per ordinary share as the redemption amount approximates fair value. The calculation of diluted loss per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering and (ii) the Private Placement, which rights may convert into 1,196,500 ordinary shares, because the conversion of the rights into ordinary shares is contingent upon the occurrence of future events. As of September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the losses of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Shares Shares not Shares Shares not Shares Shares not Shares Shares not subject to subject to subject to subject to subject to subject to subject to subject to possible possible possible possible possible possible possible possible redemption redemption redemption redemption redemption redemption redemption redemption Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (202,896 ) $ (366,030 ) $ (383,423 ) $ (111,359 ) $ (358,408 ) $ (629,878 ) $ (532,555 ) $ (154,672 ) Denominator: Basic and diluted weighted average shares outstanding 1,851,416 3,340,000 11,500,000 3,340,000 1,900,497 3,340,000 11,500,000 3,340,000 Basic and diluted net (loss) income per ordinary share $ (0.11 ) $ (0.11 ) $ (0.03 ) $ (0.03 ) $ (0.19 ) $ (0.19 ) $ (0.05 ) $ (0.05 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement
Fair Value Measurements	Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. The Company also follows ASC 820 for non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or that the Company would have paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.
Recent Accounting Standards	Recent Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of Ordinary Shares Subject to Redemption	At September 30, 2023, and December 31, 2022, the ordinary shares subject to redemption reflected in the condensed consolidated balance sheets are reconciled in the following table: Ordinary shares subject to possible redemption, January 1, 2022 $ 116,157,607 Less: Redemption of Ordinary shares (98,596,479 ) Plus: Remeasurement of carrying value to redemption value 3,539,254 Ordinary shares subject to possible redemption, December 31, 2022 $ 21,100,382 Plus: Remeasurement of carrying value to redemption value 476,660 Ordinary shares subject to possible redemption, March 31, 2023 $ 21,577,042 Less: Redemption (1,442,729 ) Plus: Remeasurement of carrying value to redemption value 582,206 Ordinary shares subject to possible redemption, June 30, 2023 $ 20,716,519 Plus: Remeasurement of carrying value to redemption value 399,065 Ordinary shares subject to possible redemption, September 30, 2023 $ 21,115,584
Schedule of Basic and Diluted Net Loss Per Ordinary Share	The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Shares Shares not Shares Shares not Shares Shares not Shares Shares not subject to subject to subject to subject to subject to subject to subject to subject to possible possible possible possible possible possible possible possible redemption redemption redemption redemption redemption redemption redemption redemption Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (202,896 ) $ (366,030 ) $ (383,423 ) $ (111,359 ) $ (358,408 ) $ (629,878 ) $ (532,555 ) $ (154,672 ) Denominator: Basic and diluted weighted average shares outstanding 1,851,416 3,340,000 11,500,000 3,340,000 1,900,497 3,340,000 11,500,000 3,340,000 Basic and diluted net (loss) income per ordinary share $ (0.11 ) $ (0.11 ) $ (0.03 ) $ (0.03 ) $ (0.19 ) $ (0.19 ) $ (0.05 ) $ (0.05 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Measurements [Abstract]
Schedule of Assets that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023, and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value: September 30, December 31, Description Level 2023 2022 Assets: Marketable securities held in Trust Account 1 $ 21,115,584 $ 21,100,382

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)				9 Months Ended
	Apr. 02, 2023	Apr. 14, 2021	Apr. 05, 2021	Sep. 30, 2023	Sep. 29, 2023	May 31, 2023	Oct. 05, 2022	Oct. 27, 2021
Description of Organization and Business Operations [Line Items]
Generating gross proceeds				$ 15,150,000
Initial public offering price per unit (in Dollars per share)				$ 10
Trust account				$ 116,150,000			$ 100,000
Underwriting fees				2,000,000
Deferred underwriting fees				4,025,000
Other offering costs				$ 572,115
Fair market value percentage				80%
Share price per share (in Dollars per share)				$ 10.1
Redemption limit percentage without prior consent				15%
Obligation to redeem public shares percentage				100%
Outstanding public shares percentage				100%
Marketable securities				$ 100,000
Deposits							$ 100,000
Publicly held shares. (in Shares)						500,000
Operating bank account				17,461
Initial Public Offering [Member]
Description of Organization and Business Operations [Line Items]
Shares of initial public offering (in Shares)			10,000,000
Share price per unit (in Dollars per share)			$ 10
Gross proceed of initial public offering			$ 100,000,000
Net proceeds			$ 101,000,000
Initial public offering price per unit (in Dollars per share)			$ 10.1
Proceeds from issuance initial public offering				$ 6,574,881
Private Placement [Member]
Description of Organization and Business Operations [Line Items]
Share price per unit (in Dollars per share)				$ 10
Sale of private placement units (in Shares)		15,000		450,000
Generating gross proceeds		$ 150,000		$ 4,500,000
Proceeds from issuance initial public offering				$ 22,234
Over-Allotment Units [Member]
Description of Organization and Business Operations [Line Items]
Initial public offering price per unit (in Dollars per share)		$ 10
Stock issued during period, new issues (in Shares)		1,500,000
Proceeds from issuance initial public offering		$ 15,000,000
Underwriting commission		2%
Public Share [Member]
Description of Organization and Business Operations [Line Items]
Initial public offering price per unit (in Dollars per share)				$ 10.1
Exercise right to redeem shares (in Shares)				132,664
Exercise right to redeem share value	$ 1,442,729			$ 1,442,729
Exercise price per share (in Dollars per share)	$ 10.87			$ 10.87
Sponsor [Member]
Description of Organization and Business Operations [Line Items]
Trust account					$ 100,000
Expenses				$ 25,000
Aggregate loans								$ 150,000
Business Combination [Member]
Description of Organization and Business Operations [Line Items]
Transaction costs				$ 6,597,115
Aggregate fair market value percentage				50%
Net tangible assets				$ 5,000,001

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)			9 Months Ended
	Apr. 02, 2023	Oct. 04, 2022	Sep. 30, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Line Items]
Exercised shares		9,515,920
Ordinary shares subject to possible redemption			1,851,416	1,984,080
Redeemable ordinary price (in Dollars per share)			$ 11.41	$ 10.63
Conversion of stock			1,196,500
Federal depository insurance coverage (in Dollars)			$ 250,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies [Line Items]
Offering costs (in Dollars)			6,574,881
Private Placement [Member]
Summary of Significant Accounting Policies [Line Items]
Offering costs (in Dollars)			22,234
Public Share [Member]
Summary of Significant Accounting Policies [Line Items]
Exercised shares	132,664
Shares exercised value (in Dollars)	$ 1,442,729		$ 1,442,729
Share exercise price per share (in Dollars per share)	$ 10.87		$ 10.87

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Ordinary Shares Subject to Redemption - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Schedule of Ordinary Shares Subject to Redemption [Abstract]
Ordinary shares subject to possible redemption, begining	$ 20,716,519	$ 21,577,042	$ 21,100,382	$ 116,157,607
Less:
Redemption of Ordinary shares				(98,596,479)
Plus:
Remeasurement of carrying value to redemption value	399,065	582,206	476,660	3,539,254
Ordinary shares subject to possible redemption, ending	$ 21,115,584	20,716,519	$ 21,577,042	$ 21,100,382
Less:
Redemption		$ (1,442,729)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Ordinary Share - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Ordinary Shares Subject to Possible Redemption [Member]
Numerator:
Allocation of net (loss) income	$ (202,896)	$ (383,423)	$ (358,408)	$ (532,555)
Denominator:
Basic weighted average shares outstanding	1,851,416	11,500,000	1,900,497	11,500,000
Basic net (loss) income per ordinary share	$ (0.11)	$ (0.03)	$ (0.19)	$ (0.05)
Ordinary Shares not subject to possible redemption [Member]
Numerator:
Allocation of net (loss) income	$ (366,030)	$ (111,359)	$ (629,878)	$ (154,672)
Denominator:
Basic weighted average shares outstanding	3,340,000	3,340,000	3,340,000	3,340,000
Basic net (loss) income per ordinary share	$ (0.11)	$ (0.03)	$ (0.19)	$ (0.05)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Ordinary Share (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Ordinary Shares Subject to Possible Redemption [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Ordinary Share (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	1,851,416	11,500,000	1,900,497	11,500,000
Diluted net (loss) income per ordinary share	$ (0.11)	$ (0.03)	$ (0.19)	$ (0.05)
Ordinary Shares not subject to possible redemption [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Ordinary Share (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	3,340,000	3,340,000	3,340,000	3,340,000
Diluted net (loss) income per ordinary share	$ (0.11)	$ (0.03)	$ (0.19)	$ (0.05)

Public Offering (Details)

Public Offering (Details) - $ / shares	Apr. 14, 2021	Apr. 05, 2021
IPO [Member]
Public Offering [Abstract]
Number of units sold	11,500,000
Purchase price, per unit (in Dollars per share)		$ 10.1
Ordinary shares	1
Over-Allotment Option [Member]
Public Offering [Abstract]
Number of units sold	1,500,000
Purchase price, per unit (in Dollars per share)	$ 10

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Private Placement [Abstract]
Aggregate shares | shares	465,000
Private placement units | $ / shares	$ 10
Aggregate purchase price | $	$ 4,650,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			1 Months Ended			9 Months Ended	12 Months Ended
	Jul. 06, 2022	Jul. 05, 2022	Oct. 27, 2021	Mar. 30, 2021	Nov. 30, 2020	Sep. 30, 2023	Dec. 31, 2022	Apr. 05, 2022	Nov. 16, 2020
Related Party Transactions [Line Items]
Percentage of issued and outstanding shares					20%
Founder Shares						50%
Administrative and support services				$ 10,000
Fees for services						$ 300,000	$ 210,000
Sponsor advanced						2,754,750	1,040,050
Loans			$ 150,000
Second Extension Payment [Member]
Related Party Transactions [Line Items]
Public shareholders per share (in Dollars per share)		$ 0.1
Second extension payment		$ 1,150,000
Promissory Note [Member]
Related Party Transactions [Line Items]
Aggregate principal amount									$ 300,000
Promissory note								$ 1,150,000
Deposited in trust account								$ 1,150,000
Promissory note	$ 280,000
Business Combination [Member]
Related Party Transactions [Line Items]
Working capital loans						$ 1,500,000
Price per share (in Dollars per share)						$ 10
Related Party [Member]
Related Party Transactions [Line Items]
Promissory note - related party						$ 2,579,979	$ 2,579,979
Founder Shares [Member]
Related Party Transactions [Line Items]
Sponsor paid					$ 25,000
Founder share (in Shares)					2,875,000
Founder shares are no longer subject to forfeiture (in Shares)					375,000
Founder shares percentage						50%
Public shareholders per share (in Dollars per share)						$ 12.5

Commitments and Contingencies (

Commitments and Contingencies (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Apr. 14, 2021
Commitments and Contingencies [Line Items]
Purchase price per unit	$ 0.0001
Public and private equity debt offerings	30%
Price of per share	$ 0.0001
Closing contingent, description	the Sponsor shall (a) keep 2,963,000 shares (eighty-seven and one-half percent (87.5%) of Sponsor Shares) and forfeit the rest if the Company’s cash on hand is less than the Minimum Cash Amount but equals or exceeds $7,500,000, (b) keep 2,539,000 shares (seventy-five percent (75%) of Sponsor Shares) and forfeit the rest if the Company’s cash on hand is less than $7,500,000 but equals or exceeds $5,000,000 and (c) keep 1,693,000 shares (fifty percent (50%) of Sponsor Shares) and forfeit the rest if the Company has no cash on hand at Closing
IPO [Member]
Commitments and Contingencies [Line Items]
Purchase additional units (in Shares)	1,500,000
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Purchase additional units (in Shares)		1,500,000
Purchase price per unit		$ 10
Cognos Therapeutics Common Stock [Member]
Commitments and Contingencies [Line Items]
Price of per share	$ 0.0001

Shareholders_ Deficit (Details)

Shareholders’ Deficit (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Shareholders’ Deficit [Abstract]
Preference shares authorized	5,000,000	5,000,000
Preference shares par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares authorized	500,000,000	500,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Number of vote	one
Ordinary shares issued	3,340,000	3,340,000
Ordinary shares outstanding	3,340,000	3,340,000
Ordinary shares issued	1,851,416	1,984,080
Ordinary shares outstanding	1,851,416	1,984,080

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Assets that are Measured at Fair Value on a Recurring Basis - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 21,115,584	$ 21,100,382