Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 30, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41534 | |
Entity Registrant Name | TenX Keane Acquisition | |
Entity Central Index Key | 0001851484 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 420 Lexington Ave | |
Entity Address, Address Line Two | Suite 2446 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10170 | |
City Area Code | (347) | |
Local Phone Number | 627-0058 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 8,941,000 | |
Units Each Consisting Of One Ordinary Share 0. 0001 Par Value And One Right Entitling Holder To Receive Twotenths Of Ordinary Share [Member] | ||
Title of 12(b) Security | Units, each consisting of one ordinary share, $0.0001 par value, and one right entitling the holder to receive two-tenths of an ordinary share | |
Trading Symbol | TENKU | |
Security Exchange Name | NASDAQ | |
Ordinary Shares Par Value 0. 0001 Per Share [Member] | ||
Title of 12(b) Security | Ordinary shares, par value $0.0001 per share | |
Trading Symbol | TENK | |
Security Exchange Name | NASDAQ | |
Rights Each Right Entitling Holder To Receive Twotenths Of One Ordinary Share [Member] | ||
Title of 12(b) Security | Rights, each right entitling the holder to receive two-tenths of one ordinary share | |
Trading Symbol | TENKR | |
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
ASSETS | |||
Deferred offering costs | $ 256,745 | $ 126,422 | |
Total Assets | 256,745 | 126,422 | |
Current Liabilities: | |||
Accrued formation costs | 73,694 | 5,848 | |
Due to related party | 193,164 | 130,687 | |
Total Current Liabilities | 266,858 | 136,535 | |
Commitments and contingencies | |||
Shareholders’ Deficit: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Ordinary shares, $0.0001 par value; 150,000,000 shares authorized; 1,725,000 shares issued and outstanding | [1],[2] | 173 | 173 |
Shareholder receivable | (25,000) | (25,000) | |
Additional paid-in capital | 24,827 | 24,827 | |
Accumulated deficit | (10,113) | (10,113) | |
Total Shareholders’ Deficit | (10,113) | (10,113) | |
Total Liabilities and Shareholders’ Deficit | $ 256,745 | $ 126,422 | |
[1]Includes an aggregate of up to 225,000 the underwriter partially exercised the over-allotment and as such, as of November 28, 2022, 150,000 287,500 1,725,000 150,000,000 0.0001 1,437,500 1,437,500 0.0001 10,000,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | 1 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | ||||
Nov. 28, 2022 | Oct. 18, 2022 | Dec. 20, 2021 | Mar. 31, 2021 | [1] | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||||
Ordinary shares, shares authorized | 150,000,000 | 150,000,000 | ||||||
Ordinary shares, shares outstanding | 1,725,000 | 1,725,000 | ||||||
Common stock, shares issued | 1,725,000 | 1,725,000 | ||||||
Common Class A [Member] | ||||||||
Ordinary shares, par value | $ 0.0001 | |||||||
Common stock, authorized but unissued | 150,000,000 | |||||||
Common Class B [Member] | ||||||||
Stock issued during period value new issues | 1,437,500 | |||||||
Common stock, authorized but unissued | 10,000,000 | |||||||
Common Stock [Member] | ||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||||
Ordinary shares, shares authorized | 150,000,000 | |||||||
Ordinary shares, shares outstanding | 1,725,000 | 1,725,000 | ||||||
Common stock, shares issued | 1,725,000 | 1,725,000 | ||||||
Stock issued during period value new issues | 1,437,500 | 1,437,500 | ||||||
Common Stock [Member] | Sponsor [Member] | ||||||||
Ordinary shares, shares outstanding | 1,725,000 | |||||||
Stock issued during period value new issues | 287,500 | |||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||
Ordinary shares forfeiture | 150,000 | |||||||
Underwriter [Member] | Over-Allotment Option [Member] | Common Stock [Member] | ||||||||
Ordinary shares forfeiture | 225,000 | |||||||
Underwriter [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | ||||||||
Stock issued during period value new issues | 600,000 | |||||||
Underwriter [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||
Ordinary shares forfeiture | 150,000 | |||||||
Underwriter [Member] | Maximum [Member] | Over-Allotment Option [Member] | ||||||||
Ordinary shares forfeiture | 187,500 | 225,000 | 225,000 | |||||
Underwriter [Member] | Maximum [Member] | Over-Allotment Option [Member] | Common Stock [Member] | ||||||||
Ordinary shares forfeiture | 225,000 | 225,000 | ||||||
[1]Includes an aggregate of up to 187,500 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | ||
Income Statement [Abstract] | |||||
Formation costs | $ 10,113 | ||||
Net loss | $ (10,113) | ||||
Weighted average ordinary shares outstanding, basic and diluted | [1],[2] | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 |
Basic and diluted net loss per ordinary share | $ 0 | $ 0 | $ (0.01) | $ 0 | |
[1]Excludes an aggregate of up to 225,000 187,500 287,500 1,725,000 150,000,000 0.0001 1,437,500 1,437,500 0.0001 10,000,000 |
Statements of Operations (Una_2
Statements of Operations (Unaudited) (Parenthetical) - $ / shares | 1 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | ||
Dec. 20, 2021 | Mar. 31, 2021 | [1] | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Ordinary shares, shares outstanding | 1,725,000 | 1,725,000 | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||
Common Class A [Member] | ||||||
Common stock, authorized but unissued | 150,000,000 | |||||
Ordinary shares, par value | $ 0.0001 | |||||
Common Class B [Member] | ||||||
Stock issued during period shares new issues | 1,437,500 | |||||
Common stock, authorized but unissued | 10,000,000 | |||||
Common Stock [Member] | ||||||
Stock issued during period shares new issues | 1,437,500 | 1,437,500 | ||||
Ordinary shares, shares outstanding | 1,725,000 | 1,725,000 | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||
Common Stock [Member] | Sponsor [Member] | ||||||
Stock issued during period shares new issues | 287,500 | |||||
Ordinary shares, shares outstanding | 1,725,000 | |||||
Underwriter [Member] | Over-Allotment Option [Member] | Common Stock [Member] | ||||||
Number of shares subject to forfeited | 225,000 | |||||
Underwriter [Member] | Maximum [Member] | Over-Allotment Option [Member] | ||||||
Number of shares subject to forfeited | 187,500 | 225,000 | 225,000 | |||
Underwriter [Member] | Maximum [Member] | Over-Allotment Option [Member] | Common Stock [Member] | ||||||
Number of shares subject to forfeited | 225,000 | 225,000 | ||||
[1]Includes an aggregate of up to 187,500 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Shareholder Receivable [Member] | Retained Earnings [Member] | Total | |
Beginning balance, value at Feb. 28, 2021 | ||||||
Beginning balance, shares at Feb. 28, 2021 | ||||||
Net loss | (9,389) | (9,389) | ||||
Issuance of ordinary shares to Sponsor | [1] | $ 144 | 24,856 | (25,000) | ||
Issuance of ordinary shares to Sponsor, shares | [1] | 1,437,500 | ||||
Ending balance at Mar. 31, 2021 | $ 144 | 24,856 | (25,000) | (9,389) | (9,389) | |
Ending balance, shares at Mar. 31, 2021 | 1,437,500 | |||||
Beginning balance, value at Feb. 28, 2021 | ||||||
Beginning balance, shares at Feb. 28, 2021 | ||||||
Net loss | (10,113) | |||||
Ending balance at Sep. 30, 2021 | $ 144 | 24,856 | (25,000) | (10,113) | (10,113) | |
Ending balance, shares at Sep. 30, 2021 | 1,437,500 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 144 | 24,856 | (25,000) | (9,389) | (9,389) | |
Beginning balance, shares at Mar. 31, 2021 | 1,437,500 | |||||
Net loss | (724) | (724) | ||||
Ending balance at Jun. 30, 2021 | $ 144 | 24,856 | (25,000) | (10,113) | (10,113) | |
Ending balance, shares at Jun. 30, 2021 | 1,437,500 | |||||
Net loss | ||||||
Ending balance at Sep. 30, 2021 | $ 144 | 24,856 | (25,000) | (10,113) | (10,113) | |
Ending balance, shares at Sep. 30, 2021 | 1,437,500 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 173 | 24,827 | (25,000) | (10,113) | (10,113) | |
Beginning balance, shares at Dec. 31, 2021 | 1,725,000 | |||||
Net loss | ||||||
Ending balance at Mar. 31, 2022 | $ 173 | 24,827 | (25,000) | (10,113) | (10,113) | |
Ending balance, shares at Mar. 31, 2022 | 1,725,000 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 173 | 24,827 | (25,000) | (10,113) | (10,113) | |
Beginning balance, shares at Dec. 31, 2021 | 1,725,000 | |||||
Net loss | ||||||
Ending balance at Sep. 30, 2022 | $ 173 | 24,827 | (25,000) | (19,113) | (10,113) | |
Ending balance, shares at Sep. 30, 2022 | 1,725,000 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 173 | 24,827 | (25,000) | (10,113) | (10,113) | |
Beginning balance, shares at Mar. 31, 2022 | 1,725,000 | |||||
Net loss | ||||||
Ending balance at Jun. 30, 2022 | $ 173 | 24,827 | (25,000) | (10,113) | (10,113) | |
Ending balance, shares at Jun. 30, 2022 | 1,725,000 | |||||
Net loss | ||||||
Ending balance at Sep. 30, 2022 | $ 173 | $ 24,827 | $ (25,000) | $ (19,113) | $ (10,113) | |
Ending balance, shares at Sep. 30, 2022 | 1,725,000 | |||||
[1]Includes an aggregate of up to 187,500 |
Statements of Changes in Shar_2
Statements of Changes in Shareholders' Deficit (Unaudited) (Parenthetical) - $ / shares | 1 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | ||
Dec. 20, 2021 | Mar. 31, 2021 | [1] | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Ordinary shares, shares outstanding | 1,725,000 | 1,725,000 | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||
Common Class A [Member] | ||||||
Common stock, authorized but unissued | 150,000,000 | |||||
Ordinary shares, par value | $ 0.0001 | |||||
Common Class B [Member] | ||||||
Stock issued during period shares new issues | 1,437,500 | |||||
Common stock, authorized but unissued | 10,000,000 | |||||
Common Stock [Member] | ||||||
Stock issued during period shares new issues | 1,437,500 | 1,437,500 | ||||
Ordinary shares, shares outstanding | 1,725,000 | 1,725,000 | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | ||||
Common Stock [Member] | Sponsor [Member] | ||||||
Stock issued during period shares new issues | 287,500 | |||||
Ordinary shares, shares outstanding | 1,725,000 | |||||
Underwriter [Member] | Over-Allotment Option [Member] | Common Stock [Member] | ||||||
Number of shares subject to forfeited | 225,000 | |||||
Underwriter [Member] | Maximum [Member] | Over-Allotment Option [Member] | ||||||
Number of shares subject to forfeited | 187,500 | 225,000 | 225,000 | |||
Underwriter [Member] | Maximum [Member] | Over-Allotment Option [Member] | Common Stock [Member] | ||||||
Number of shares subject to forfeited | 225,000 | 225,000 | ||||
[1]Includes an aggregate of up to 187,500 |
Statements Of Cash Flows (Unaud
Statements Of Cash Flows (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||||||
Net loss | $ (9,389) | $ (10,113) | ||||
Change in operating assets and liabilities: | ||||||
Formation and organization costs paid by related parties | 10,113 | |||||
Accrued expenses | ||||||
Net cash used in operating activities | ||||||
Net change in cash | ||||||
Cash at beginning of period | ||||||
Cash at end of period | ||||||
Non-cash financing activities: | ||||||
Deferred offering costs included in accrued expenses | 67,846 | |||||
Deferred offering costs included in due to related party | $ 86,913 | $ 62,477 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN TenX Keane Acquisition (the “Company”) was incorporated in the Cayman Islands on March 1, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating an Initial 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. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on October 13, 2022. On October 18, 2022, the Company consummated the Initial Public Offering of 6,600,000 600,000 66,000,000 Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 394,000 10.00 3,940,000 As of October 18, 2022, transaction costs amounted to $ 4,859,330 1,320,000 2,922,480 297,000 616,850 Following the closing of the Initial Public Offering on October 18, 2022, an amount of $ 67,320,000 10.20 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. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 50 10.00 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., rights), the initial carrying value of ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to immediate fair value recognition. The accretion will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 The Company will have until 9 months (or 18 months if the Company extends the period) from the closing of the Proposed Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 100,000 The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. 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 Proposed Public Offering price per Unit ($ 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.00 10.00 Going Concern Consideration In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of the Company’s management, the unaudited condensed financial statements as of September 30, 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2022 and its results of operations and cash flows for the nine months ended September 30, 2022. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Deferred Offering Costs Deferred offering costs consist of costs incurred in connection with preparation for the Initial Public Offering. These costs, together with the underwriting discounts and commissions, will be charged to additional paid in capital upon completion of the Initial Public Offering. As of September 30, 2022 and December 31, 2021 the Company had deferred offering costs of $ 256,745 126,422 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Loss per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 225,000 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) 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 financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 6,600,000 600,000 10.00 Each Unit consists of one share of ordinary shares and one right to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the Company’s initial business combination one right (“Public Right”). Five Public Rights will entitle the holder to one share of ordinary shares |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Private Placements | |
PRIVATE PLACEMENTS | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 394,000 Each Unit consists of one share of ordinary shares and one right to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the Company’s initial business combination one right (“Public Right”) |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares On March 24, 2021, the Sponsor received 1,437,500 25,000 (a) Each of the authorized but unissued 150,000,000 0.0001 (b) Each of the 1,437,500 1,437,500 0.0001 (c) Upon completion of the above steps, the authorized but unissued 10,000,000 On December 20, 2021, subsequent to the above share exchange the Company issued an additional 287,500 ordinary shares to our Sponsor for no additional consideration, resulting in our Sponsor holding an aggregate of 1,725,000 ordinary shares (the founder shares). The issuance was considered as a bonus share issuance, in substance a recapitalization transaction, which was recorded and presented retroactively. The founder shares include an aggregate of up to 225,000 ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part. On October 18, 2022, the underwriter partially exercised the over-allotment and as such, as of November 28, 2022, 150,000 The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the ordinary shares equals or exceeds $ 12.00 Promissory Note — Related Party On March 17, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 Advances from Related Party The Sponsor paid certain formation and operating costs on behalf of the Company. These advances are due on demand and non-interest bearing. As of September 30, 2022 and December 31, 2021, the amount due to the Sponsor was $ 193,164 130,687 Administrative Services Agreement Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 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 officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 no |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Units and Units that may be issued upon conversion of Working Capital Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Right) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 900,000 600,000 The underwriters are entitled to a cash underwriting discount of $ 0.20 The underwriters are also entitled to 270,000 310,500 297,000 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 7 — SHAREHOLDERS’ EQUITY Preferred Shares 1,000,000 0.0001 no Ordinary Shares 150,000,000 0.0001 As of September 30, 2022 and December 31, 2021, there were 1,725,000 225,000 19% 23.0% 150,000 Only holders of the founder shares will have the right to vote on the election of directors prior to the Business Combination. Holders of ordinary shares and holders of founder shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders’ agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering. In the case that additional shares of ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Proposed Public Offering and relate to the closing of a Business Combination, the ratio at which founder shares will be adjusted (unless the holders of a majority of the then-outstanding shares of founder shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of founder shares will equal, in the aggregate, 19% Rights |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On October 18, 2022, the Company consummated the Initial Public Offering of 6,600,000 600,000 66,000,000 Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement of 394,000 10.00 3,940,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of the Company’s management, the unaudited condensed financial statements as of September 30, 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2022 and its results of operations and cash flows for the nine months ended September 30, 2022. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of costs incurred in connection with preparation for the Initial Public Offering. These costs, together with the underwriting discounts and commissions, will be charged to additional paid in capital upon completion of the Initial Public Offering. As of September 30, 2022 and December 31, 2021 the Company had deferred offering costs of $ 256,745 126,422 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 225,000 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 |
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 820, “ Fair Value Measurement |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) 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 financial statements. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Oct. 18, 2022 | Dec. 20, 2021 | Mar. 24, 2021 | Mar. 31, 2021 | [1] | Sep. 30, 2022 | |
Price per share | $ 12 | |||||
Sponsor [Member] | ||||||
Stock issued during period shares new issues | 1,437,500 | |||||
Common Stock [Member] | ||||||
Stock issued during period shares new issues | 1,437,500 | 1,437,500 | ||||
Over-Allotment Option [Member] | Underwriter [Member] | ||||||
Price per share | $ 10 | |||||
Private Placement [Member] | ||||||
Stock issued during period shares new issues | 394,000 | |||||
Subsequent Event [Member] | ||||||
Condition for future business combination use of proceeds percentage | 80% | |||||
Condition for future business combination threshold percentage ownership | 50% | |||||
Redemption limit percentage without prior written consent | 15% | |||||
Percentage obligation to redeem public shares if entity does not complete business combination | 100% | |||||
Maximum allowed dissolution expenses | $ 100,000 | |||||
Subsequent Event [Member] | Minimum [Member] | ||||||
Net tangible assets upon redemption of business combinations | 5,000,001 | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Net tangible assets upon redemption of business combinations | $ 5,000,001 | |||||
Subsequent Event [Member] | Sponsor [Member] | ||||||
Price per share | $ 10 | |||||
Subsequent Event [Member] | Sponsor [Member] | Maximum [Member] | ||||||
Price per share | $ 10 | |||||
Subsequent Event [Member] | IPO [Member] | ||||||
Stock issued during period shares new issues | 6,600,000 | |||||
Proceeds from initial public offering, costs | $ 66,000,000 | |||||
Price per share | $ 10.20 | |||||
Transaction costs | $ 4,859,330 | |||||
Cash underwriting fees | 1,320,000 | |||||
Non-cash underwriting fees | 2,922,480 | |||||
Other offering costs | $ 616,850 | |||||
Subsequent Event [Member] | IPO [Member] | Sponsor [Member] | ||||||
Price per share | $ 10 | |||||
Subsequent Event [Member] | IPO [Member] | Common Stock [Member] | ||||||
Proceeds from initial public offering, costs | $ 66,000,000 | |||||
Subsequent Event [Member] | IPO [Member] | Underwriter [Member] | ||||||
Stock issued during period shares new issues | 297,000 | |||||
Subsequent Event [Member] | Over-Allotment Option [Member] | Underwriter [Member] | ||||||
Stock issued during period shares new issues | 600,000 | |||||
Subsequent Event [Member] | Private Placement [Member] | ||||||
Proceeds from initial public offering, costs | $ 67,320,000 | |||||
Price per share | $ 10 | |||||
Subsequent Event [Member] | Private Placement [Member] | Sponsor [Member] | ||||||
Stock issued during period shares new issues | 394,000 | |||||
Proceeds from initial public offering, costs | $ 3,940,000 | |||||
Price per share | $ 10 | |||||
Proceeds from private placement | $ 3,940,000 | |||||
Subsequent Event [Member] | Public Shareholders [Member] | ||||||
Price per share | $ 10 | |||||
[1]Includes an aggregate of up to 187,500 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Deferred offering costs | $ 256,745 | $ 126,422 | |
Unrecognized tax benefits | 0 | 0 | $ 0 |
Amounts accrued for interest and penalties | 0 | 0 | $ 0 |
FDIC insured amount | 250,000 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Deferred offering costs | $ 256,745 | $ 126,422 | |
Over-Allotment Option [Member] | Underwriter [Member] | Common Stock [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Weighted average shares | 225,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 20, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Price per share | $ 12 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock shares issued in transaction | 6,600,000 | |
Ordinary share conversion basis | Each Unit consists of one share of ordinary shares and one right to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the Company’s initial business combination one right (“Public Right”). Five Public Rights will entitle the holder to one share of ordinary shares | |
Over-Allotment Option [Member] | Underwriter [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock shares issued in transaction | 600,000 | |
Price per share | $ 10 |
PRIVATE PLACEMENTS (Details Nar
PRIVATE PLACEMENTS (Details Narrative) - Private Placement [Member] | 9 Months Ended |
Sep. 30, 2022 shares | |
Subsidiary, Sale of Stock [Line Items] | |
Stock issued during period value new issues | 394,000 |
Ordinary share conversion basis | Each Unit consists of one share of ordinary shares and one right to receive two-tenths (2/10) of one Ordinary Share upon the consummation of the Company’s initial business combination one right (“Public Right”) |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||
Nov. 28, 2022 | Dec. 20, 2021 | Mar. 24, 2021 | Mar. 31, 2021 | [1] | Sep. 30, 2022 | Oct. 18, 2022 | Dec. 31, 2021 | Mar. 17, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, Shares, Outstanding | 1,725,000 | 1,725,000 | |||||||
Sale of stock price per share | $ 12 | ||||||||
Due to related parties, current | $ 193,164 | $ 130,687 | |||||||
Share price | $ 10 | ||||||||
Working capital loans | $ 0 | 0 | |||||||
Underwriter [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ordinary shares forfeiture | 225,000 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related parties, current | 193,164 | $ 130,687 | |||||||
Sponsor fees | $ 10,000 | ||||||||
Sponsor [Member] | Maximum [Member] | Unsecured Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Aggregate principal amount | $ 300,000 | ||||||||
Common Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period value new issues | 1,437,500 | 1,437,500 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Shares issued price per share | $ 0.0001 | ||||||||
Common Stock, Shares, Outstanding | 1,725,000 | 1,725,000 | |||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ordinary shares forfeiture | 150,000 | ||||||||
Common Stock [Member] | Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period value new issues | 287,500 | ||||||||
Common Stock, Shares, Outstanding | 1,725,000 | ||||||||
Common Class A [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, authorized but unissued | 150,000,000 | ||||||||
Common stock, par value | $ 0.0001 | ||||||||
Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period value new issues | 1,437,500 | ||||||||
Common stock, authorized but unissued | 10,000,000 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during period value new issues | 1,437,500 | ||||||||
Sponsor [Member] | Subsequent Event [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of stock price per share | $ 10 | ||||||||
Sponsor [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of stock price per share | $ 10 | ||||||||
Sponsor [Member] | To Be Paid Later [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Exchange amounts transaction | $ 25,000 | ||||||||
Working Capital Loan [Member] | Sponsor [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Repayments of related party debt | $ 1,500,000 | ||||||||
[1]Includes an aggregate of up to 187,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Subsequent Event [Member] - $ / shares | Nov. 28, 2022 | Oct. 18, 2022 |
Underwriters [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period value new issues | 270,000 | |
Number of shares granted | 297,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period value new issues | 6,600,000 | |
IPO [Member] | Underwriters [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period value new issues | 900,000 | |
Aggregate underwriting discount | $ 0.20 | |
Over-Allotment Option [Member] | Underwriters [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period value new issues | 310,500 | |
Stock issued during period shares option exercised | 600,000 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - $ / shares | 7 Months Ended | 9 Months Ended | 10 Months Ended | |||
Nov. 28, 2022 | Oct. 18, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 20, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Common stock, stock authorized | 150,000,000 | 150,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 1,725,000 | 1,725,000 | ||||
Common stock, shares outstanding | 1,725,000 | 1,725,000 | ||||
Maximum [Member] | Over-Allotment Option [Member] | Underwriter [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ordinary shares forfeiture | 187,500 | 225,000 | 225,000 | |||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, stock authorized | 150,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 1,725,000 | 1,725,000 | ||||
Common stock, shares outstanding | 1,725,000 | 1,725,000 | ||||
Outstanding percentage | 19% | |||||
Common Stock [Member] | Subsequent Event [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ordinary shares forfeiture | 150,000 | |||||
Common Stock [Member] | Sponsor [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares outstanding | 1,725,000 | |||||
Common Stock [Member] | Over-Allotment Option [Member] | Underwriter [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ordinary shares forfeiture | 225,000 | |||||
Common Stock [Member] | Over-Allotment Option [Member] | Underwriter [Member] | Subsequent Event [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ordinary shares forfeiture | 150,000 | |||||
Common Stock [Member] | IPO [Member] | Sponsor [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Percentage of issued and outstanding shares | 19% | 19% | ||||
Common Stock [Member] | Private Placement [Member] | Sponsor [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Percentage of issued and outstanding shares | 23% | |||||
Common Stock [Member] | Maximum [Member] | Over-Allotment Option [Member] | Underwriter [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Ordinary shares forfeiture | 225,000 | 225,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 9 Months Ended | ||
Oct. 18, 2022 | Mar. 24, 2021 | Sep. 30, 2022 | |
Sponsor [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during period shares new issues | 1,437,500 | ||
Private Placement [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during period shares new issues | 394,000 | ||
Subsequent Event [Member] | IPO [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during period shares new issues | 6,600,000 | ||
Proceeds from issuance initial public offering | $ 66,000,000 | ||
Subsequent Event [Member] | IPO [Member] | Underwriter [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during period shares new issues | 297,000 | ||
additional units issued to exercise | 600,000 | ||
Subsequent Event [Member] | Private Placement [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from issuance initial public offering | $ 67,320,000 | ||
Subsequent Event [Member] | Private Placement [Member] | Sponsor [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during period shares new issues | 394,000 | ||
Proceeds from issuance initial public offering | $ 3,940,000 | ||
Shares issued price per share | $ 10 |