Cover
Cover | 3 Months Ended |
Mar. 31, 2023 shares | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Mar. 31, 2023 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2023 |
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 [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 $0.0001 per share |
Trading Symbol | TENK |
Security Exchange Name | NASDAQ |
Rights Each Right Entitling Holder to Receive Two tenths of One Ordinary Share [Member] | |
Title of 12(b) Security | Rights, each right entitling the holder to receive two-tenths of one ordinary share |
Trading Symbol | TENKR |
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 120,376 | $ 289,175 |
Prepaid expenses | 124,990 | 88,169 |
Total Current Assets | 245,366 | 377,344 |
Investments held in trust account | 68,572,667 | 67,813,020 |
Total Assets | 68,818,033 | 68,190,364 |
Current Liabilities: | ||
Accrued formation costs | 47,780 | 31,836 |
Total Current Liabilities | 47,780 | 31,836 |
Commitments and contingencies | ||
Ordinary shares subject to possible redemption (6,600,000 shares at $10.39 and $10.27 per share as of March 31, 2023 and December 31, 2022) | 68,572,667 | 67,813,020 |
Shareholders’ Equity: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Ordinary shares, $0.0001 par value; 150,000,000 shares authorized; 2,416,000 shares issued and outstanding (excluding 6,600,000 shares subject to possible redemption) | 242 | 242 |
Additional paid-in capital | ||
Shareholder receivable | ||
Retained earnings | 197,344 | 345,266 |
Total Shareholders’ Equity | 197,586 | 345,508 |
Total Liabilities and Shareholders’ Equity | $ 68,818,033 | $ 68,190,364 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Financial instruments subject to mandatory redemption, settlement terms, number of shares | 6,600,000 | 6,600,000 |
Temporary equity, par value per share | $ 10.39 | $ 10.27 |
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 issued | 2,416,000 | 2,416,000 |
Ordinary shares, shares outstanding | 2,416,000 | 2,416,000 |
Common stock, shares subject to possible redemption | 6,600,000 | 6,600,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
General and administrative costs | $ 147,922 | |
Operating loss | (147,922) | |
Other Income | ||
Interest income on investments held in trust account | 759,647 | |
Change in derivative liability | ||
Total other income | 759,647 | |
Net income | $ 611,725 | |
Weighted average ordinary shares outstanding, basic and diluted for ordinary shares not subject to redemption | 6,600,000 | 1,725,000 |
Basic and diluted net income per ordinary share for ordinary shares not subject to redemption | $ 0.07 | $ 0 |
Weighted average ordinary shares outstanding, basic and diluted for ordinary shares subject to redemption | 2,416,000 | |
Basic and diluted net income per ordinary share for ordinary shares subject to redemption | $ 0.07 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Shareholder Receivable [Member] | Retained Earnings [Member] | Total |
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 income | |||||
Ending balance, value 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 | ||||
Ending balance, value at Dec. 31, 2022 | $ 242 | 345,266 | 345,508 | ||
Ending balance, shares at Dec. 31, 2022 | 2,416,000 | ||||
Remeasurement of ordinary shares subject to redemption | (759,647) | (759,647) | |||
Net income | 611,725 | 611,725 | |||
Ending balance, value at Mar. 31, 2023 | $ 242 | $ 197,344 | $ 197,586 | ||
Ending balance, shares at Mar. 31, 2023 | 2,416,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||
Net income | $ 611,725 | ||
Adjustments to reconcile net income to net cash used in operating activities: | |||
Interest income on investments held in trust account | (759,647) | ||
Change in operating assets and liabilities: | |||
Prepaid expenses | (36,821) | ||
Formation and organization costs paid by related parties | |||
Accrued expenses | 15,944 | ||
Net cash used in operating activities | (168,799) | ||
Net change in cash | (168,799) | ||
Cash at beginning of period | 289,175 | ||
Cash at end of period | 120,376 | $ 289,175 | |
Supplemental disclosure of noncash financing activities: | |||
Remeasurement of ordinary shares subject to redemption | 759,647 | ||
Deferred offering costs included in accrued expenses | 54,107 | ||
Deferred offering costs included in due to related party | $ 5,848 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through March 31, 2023 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 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 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 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 March 31, 2023. This financial information should be read with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on April 17, 2023. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period. The December 31, 2022 balance sheet information has been derived from the 2022 audited financial statements. 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. 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 had no 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, were charged to additional paid in capital upon completion of the Initial Public Offering. As of March 31, 2023 and December 31, 2022 the Company had no 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. Ordinary Shares Subject to Possible Redemption The Company accounts for the ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480, “ Distinguishing Liabilities from Equity 68,572,667 67,813,020 As of March 31, 2023 and December 31, 2022, ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: SCHEDULE OF SHARES SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 66,000,000 Proceeds allocated to public rights (1,056,000 ) Offering costs allocated ordinary shares subject to redemption (4,755,805 ) Remeasurement of ordinary shares subject to redemption 7,624,825 Ordinary shares subject to possible redemption – December 31, 2022 67,813,020 Remeasurement of ordinary shares subject to redemption 759,647 Ordinary shares subject to possible redemption – March 31, 2023 $ 68,572,667 Net income per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share of ordinary shares is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating income per ordinary share. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 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 earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER ORDINARY SHARE Ordinary Shares Subject to Redemption Ordinary Shares Not Subject to Redemption For the Year Ended December 31, 2022 Ordinary Shares Subject to Redemption Ordinary Shares Not Subject to Redemption Basic and diluted net income per share Numerator: Allocation of net income $ 447,783 $ 163,942 Denominator: Basic and diluted weighted average shares outstanding 6,600,000 2,416,000 Basic and diluted net income per share $ 0.07 $ 0.07 Ordinary Shares For the Three Months Ended March 31, 2022 Ordinary Shares Basic and diluted net income per share Numerator: Net income $ — Denominator: Basic and diluted weighted average shares outstanding 1,725,000 Basic and diluted net income per share $ 0.00 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 Financial Instruments The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The Company does not have any recurring Level 2 assets or liabilities, see Note 8 for Level 1 assets and liabilities. The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 | 3 Months Ended |
Mar. 31, 2023 | |
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 | 3 Months Ended |
Mar. 31, 2023 | |
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 1,725,000 225,000 150,000 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 (the “Pre-IPO Note”) to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 Maturity Date 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 March 31, 2023 and December 31, 2022, there were no 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 30,000 0 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022, there were 2,416,000 225,000 19 23.0 150,000 270,000 310,500 2,922,480 297,000 394,000 10.00 3,940,000 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 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. 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 and 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 paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. 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 our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE Description Level March 31, 2023 December 31, 2022 Assets: Marketable securities held in the Trust Account 1 $ 68,572,667 $ 67,813,020 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 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 financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 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 March 31, 2023. This financial information should be read with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on April 17, 2023. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period. The December 31, 2022 balance sheet information has been derived from the 2022 audited financial statements. |
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. |
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 had no |
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, were charged to additional paid in capital upon completion of the Initial Public Offering. As of March 31, 2023 and December 31, 2022 the Company had no |
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. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for the ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480, “ Distinguishing Liabilities from Equity 68,572,667 67,813,020 As of March 31, 2023 and December 31, 2022, ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: SCHEDULE OF SHARES SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 66,000,000 Proceeds allocated to public rights (1,056,000 ) Offering costs allocated ordinary shares subject to redemption (4,755,805 ) Remeasurement of ordinary shares subject to redemption 7,624,825 Ordinary shares subject to possible redemption – December 31, 2022 67,813,020 Remeasurement of ordinary shares subject to redemption 759,647 Ordinary shares subject to possible redemption – March 31, 2023 $ 68,572,667 |
Net income per share | Net income per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share of ordinary shares is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating income per ordinary share. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 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 earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER ORDINARY SHARE Ordinary Shares Subject to Redemption Ordinary Shares Not Subject to Redemption For the Year Ended December 31, 2022 Ordinary Shares Subject to Redemption Ordinary Shares Not Subject to Redemption Basic and diluted net income per share Numerator: Allocation of net income $ 447,783 $ 163,942 Denominator: Basic and diluted weighted average shares outstanding 6,600,000 2,416,000 Basic and diluted net income per share $ 0.07 $ 0.07 Ordinary Shares For the Three Months Ended March 31, 2022 Ordinary Shares Basic and diluted net income per share Numerator: Net income $ — Denominator: Basic and diluted weighted average shares outstanding 1,725,000 Basic and diluted net income per share $ 0.00 |
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 |
Financial Instruments | Financial Instruments The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The Company does not have any recurring Level 2 assets or liabilities, see Note 8 for Level 1 assets and liabilities. The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. |
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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF SHARES SUBJECT TO POSSIBLE REDEMPTION | As of March 31, 2023 and December 31, 2022, ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: SCHEDULE OF SHARES SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 66,000,000 Proceeds allocated to public rights (1,056,000 ) Offering costs allocated ordinary shares subject to redemption (4,755,805 ) Remeasurement of ordinary shares subject to redemption 7,624,825 Ordinary shares subject to possible redemption – December 31, 2022 67,813,020 Remeasurement of ordinary shares subject to redemption 759,647 Ordinary shares subject to possible redemption – March 31, 2023 $ 68,572,667 |
SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER ORDINARY SHARE | The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER ORDINARY SHARE Ordinary Shares Subject to Redemption Ordinary Shares Not Subject to Redemption For the Year Ended December 31, 2022 Ordinary Shares Subject to Redemption Ordinary Shares Not Subject to Redemption Basic and diluted net income per share Numerator: Allocation of net income $ 447,783 $ 163,942 Denominator: Basic and diluted weighted average shares outstanding 6,600,000 2,416,000 Basic and diluted net income per share $ 0.07 $ 0.07 Ordinary Shares For the Three Months Ended March 31, 2022 Ordinary Shares Basic and diluted net income per share Numerator: Net income $ — Denominator: Basic and diluted weighted average shares outstanding 1,725,000 Basic and diluted net income per share $ 0.00 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE | The following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE Description Level March 31, 2023 December 31, 2022 Assets: Marketable securities held in the Trust Account 1 $ 68,572,667 $ 67,813,020 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Oct. 18, 2022 | Mar. 31, 2023 | Dec. 20, 2021 | |
Price per share | $ 12 | ||
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 | ||
Minimum [Member] | |||
Net tangible assets upon redemption of business combinations | 5,000,001 | ||
Maximum [Member] | |||
Net tangible assets upon redemption of business combinations | $ 5,000,001 | ||
Underwriter [Member] | |||
Stock issued during period shares new issues | 270,000 | ||
Sponsor [Member] | |||
Price per share | $ 10 | ||
Sponsor [Member] | Maximum [Member] | |||
Price per share | $ 10 | ||
IPO [Member] | |||
Stock issued during period shares new issues | 6,600,000 | ||
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 | ||
IPO [Member] | Underwriter [Member] | |||
Stock issued during period shares new issues | 297,000 | ||
IPO [Member] | Sponsor [Member] | |||
Price per share | $ 10 | ||
IPO [Member] | Common Stock [Member] | |||
Proceeds from initial public offering, costs | $ 66,000,000 | ||
Over-Allotment Option [Member] | |||
Stock issued during period shares new issues | 600,000 | ||
Over-Allotment Option [Member] | Underwriter [Member] | |||
Stock issued during period shares new issues | 310,500 | ||
Price per share | $ 10 | ||
Private Placement [Member] | |||
Stock issued during period shares new issues | 394,000 | ||
Proceeds from initial public offering, costs | $ 67,320,000 | ||
Price per share | $ 10 | ||
Private Placement [Member] | Sponsor [Member] | |||
Stock issued during period shares new issues | 394,000 | ||
Price per share | $ 10 | ||
Proceeds from private placement | $ 3,940,000 | ||
Public Shareholders [Member] | |||
Price per share | $ 10 |
SCHEDULE OF SHARES SUBJECT TO P
SCHEDULE OF SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Gross proceeds | $ 66,000,000 | |
Proceeds allocated to public rights | (1,056,000) | |
Offering costs allocated ordinary shares subject to redemption | (4,755,805) | |
Remeasurement of ordinary shares subject to redemption | 7,624,825 | |
Ordinary shares subject to possible redemption | $ 68,572,667 | $ 67,813,020 |
Remeasurement of ordinary shares subject to redemption | $ 759,647 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER ORDINARY SHARE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Net income | $ 611,725 | ||
Basic and diluted weighted average shares outstanding | 6,600,000 | 1,725,000 | |
Basic and diluted net income per share | $ 0.07 | $ 0 | |
Net income | $ 611,725 | ||
Ordinary Shares Subject To Redemption [Member] | |||
Net income | $ 447,783 | ||
Basic and diluted weighted average shares outstanding | 1,725,000 | 6,600,000 | |
Basic and diluted net income per share | $ 0 | $ 0.07 | |
Net income | $ 447,783 | ||
Ordinary Shares Not Subject To Redemption [Member] | |||
Net income | $ 163,942 | ||
Basic and diluted weighted average shares outstanding | 2,416,000 | ||
Basic and diluted net income per share | $ 0.07 | ||
Net income | $ 163,942 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Cash equivalents | $ 0 | $ 0 | |
Deferred offering costs | 0 | 0 | |
Unrecognized tax benefits | 0 | $ 0 | |
Amounts accrued for interest and penalties | 0 | 0 | |
Ordinary shares subject to possible redemption | 68,572,667 | $ 67,813,020 | |
FDIC insured amount | 250,000 | ||
Ordinary Shares Subject To Redemption [Member] | |||
Ordinary shares subject to possible redemption | $ 68,572,667 | $ 67,813,020 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Oct. 18, 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 | ||
Price per share | $ 10.20 | ||
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] | 3 Months Ended |
Mar. 31, 2023 shares | |
Subsidiary, Sale of Stock [Line Items] | |
Private sale of private placement units | 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 ($) | 3 Months Ended | |||||||
Nov. 28, 2022 | Dec. 20, 2021 | Mar. 24, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Oct. 18, 2022 | Mar. 17, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares outstanding | 2,416,000 | 2,416,000 | ||||||
Sale of stock price per share | $ 12 | |||||||
Administrative service expenses | $ 30,000 | $ 0 | ||||||
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] | ||||||||
Sponsor fees | 10,000 | |||||||
Sponsor [Member] | Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related parties, current | $ 0 | $ 0 | ||||||
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] | ||||||||
Ordinary shares exchanged in consideration for issuance | 1,437,500 | |||||||
Common stock, par value | $ 0.0001 | |||||||
Shares issued price per share | $ 0.0001 | |||||||
Common stock, shares outstanding | 2,416,000 | 2,416,000 | ||||||
Ordinary shares forfeiture | 150,000 | |||||||
Common Stock [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ordinary shares issued | 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] | ||||||||
Common stock, authorized but unissued | 10,000,000 | |||||||
Ordinary shares issued | 1,437,500 | |||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ordinary shares exchanged in consideration for issuance | 1,437,500 | |||||||
Sale of stock price per share | $ 10 | |||||||
Sponsor [Member] | Maximum [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 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - $ / shares | Nov. 28, 2022 | Oct. 18, 2022 |
Underwriters [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period shares new issues | 270,000 | |
Number of shares granted | 297,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period shares new issues | 6,600,000 | |
IPO [Member] | Underwriters [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock repurchased during period, shares | 900,000 | |
Aggregate underwriting discount | $ 0.20 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period shares new issues | 600,000 | |
Over-Allotment Option [Member] | Underwriters [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period shares option exercised | 600,000 | |
Stock issued during period shares new issues | 310,500 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Nov. 28, 2022 | Oct. 18, 2022 | Dec. 20, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 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 | 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 | 2,416,000 | 2,416,000 | ||||
Common stock, shares outstanding | 2,416,000 | 2,416,000 | ||||
Sale of stock price per share | $ 12 | |||||
Sponsor [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Sale of stock price per share | $ 10 | |||||
Underwriter [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Private sale of private placement units | 270,000 | |||||
Non cash underwriting fees | $ 2,922,480 | |||||
Number of shares granted | 297,000 | |||||
Over-Allotment Option [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Private sale of private placement units | 600,000 | |||||
Over-Allotment Option [Member] | Underwriter [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Private sale of private placement units | 310,500 | |||||
Sale of stock price per share | $ 10 | |||||
IPO [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Private sale of private placement units | 6,600,000 | |||||
Sale of stock price per share | $ 10.20 | |||||
IPO [Member] | Sponsor [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Sale of stock price per share | $ 10 | |||||
IPO [Member] | Underwriter [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Private sale of private placement units | 297,000 | |||||
Private Placement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Private sale of private placement units | 394,000 | |||||
Sale of stock price per share | $ 10 | |||||
Private Placement [Member] | Sponsor [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Private sale of private placement units | 394,000 | |||||
Sale of stock price per share | $ 10 | |||||
Proceeds from private placement | $ 3,940,000 | |||||
Maximum [Member] | Sponsor [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Sale of stock price per share | $ 10 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, stock authorized | 150,000,000 | |||||
Common stock, par value | $ 0.0001 | |||||
Common stock, shares issued | 2,416,000 | 2,416,000 | ||||
Common stock, shares outstanding | 2,416,000 | 2,416,000 | ||||
Common stock shares not subject to forfeiture | 150,000 | |||||
Outstanding percentage | 19% | |||||
Common Stock [Member] | Sponsor [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares outstanding | 1,725,000 | |||||
Private sale of private placement units | 287,500 | |||||
Common Stock [Member] | Over-Allotment Option [Member] | Underwriter [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock shares not subject to 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% | 23% | ||||
Common Stock [Member] | Maximum [Member] | Over-Allotment Option [Member] | Underwriter [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock shares not subject to forfeiture | 225,000 | 225,000 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in the Trust Account | $ 68,572,667 | $ 67,813,020 |