| 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 June 30, 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 June 30,
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 and six months ended June 30, 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 June 30, 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 69,388,517 67,813,020 As
of June 30, 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
Remeasurement of ordinary shares subject to redemption 815,850
Ordinary shares subject to possible redemption – June 30, 2023 $ 69,388,517 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 June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised
or converted into ordinary shares and then share in the 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
Three months Ended Three months ended
June 30, June 30,
2023 2022
Ordinary shares subject to redemption
Numerator: Allocation of net income $ 451,129 —
Denominator: Basic and diluted weighted average shares outstanding 6,600,000 1,500,000
Basic and diluted net income per share $ 0.07 $ 0.00
Ordinary shares not subject to redemption
Numerator: Allocation of net income $ 165,167 $ —
Denominator: Basic and diluted weighted average shares outstanding 2,416,000 —
Basic and diluted net income per share $ 0.07 $ 0.00
Six months Ended Six months ended
June 30, June 30,
2023 2022
Ordinary shares subject to redemption
Numerator: Allocation of net income $ 898,911 —
Denominator: Basic and diluted weighted average shares outstanding 6,600,000 1,500,000
Basic and diluted net income per share $ 0.14 $ 0.00
Ordinary shares not subject to redemption
Numerator: Allocation of net income $ 329,110 $ —
Denominator: Basic and diluted weighted average shares outstanding 2,416,000 —
Basic and diluted net income per share $ 0.14 $ 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 3 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. | 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”). 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 December 31, 2022 and 2021 the Company had deferred offering costs of $ 0 126,422 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. 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 67,813,020 0 As
of 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 $ 67,813,020 Net
income (loss) per share The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss)
per share of ordinary shares is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding
for the period. The Company applies the two-class method in calculating income (loss) per ordinary share. The
calculation of diluted income (loss) 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 December 31, 2022 and 2021, 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
(loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented. The
following table reflects the calculation of basic and diluted net income (loss) 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 $ 159,314 $ 221,497
Denominator:
Basic and diluted weighted average shares
outstanding 1,341,758 1,865,478
Basic and diluted net
income per share $ 0.12 $ 0.12
For
the Year
Ordinary
Shares
Basic and
diluted net income per share
Numerator:
Net
income (loss) $ (10,113 )
Denominator:
Basic
and diluted weighted average shares outstanding 1,725,000
Basic
and diluted net income per share $ (0.01 ) 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 3 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. |
