Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
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 $0.0001 per share | |
Trading Symbol | TENK | |
Security Exchange Name | NASDAQ | |
Rights Each Right Entitling Holder to Receive Two-tenths of One Ordinary Share [Member] | ||
Title of 12(b) Security | Rights, each right entitling the holder to receive two-tenths of one ordinary share | |
Trading Symbol | TENKR | |
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 26,523 | $ 289,175 |
Prepaid expenses | 58,633 | 88,169 |
Total Current Assets | 85,156 | 377,344 |
Investments held in trust account | 70,627,915 | 67,813,020 |
Total Assets | 70,713,071 | 68,190,364 |
Current Liabilities: | ||
Accrued offering costs | 5,001 | 31,836 |
Accrued expenses | 383,703 | |
Total Current Liabilities | 1,168,579 | 31,836 |
Commitments and contingencies | ||
Ordinary shares subject to possible redemption (6,600,000 shares at $10.70 and $10.27 per share as of September 30, 2023 and December 31, 2022) | 70,627,915 | 67,813,020 |
Shareholders’ Equity (Deficit): | ||
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; 2,341,000 shares issued and outstanding (excluding 6,600,000 shares subject to possible redemption) | 167 | 242 |
Additional paid-in capital | ||
Shareholder receivable | ||
Retained earnings (Accumulated deficit) | (1,083,590) | 345,266 |
Total Shareholders’ Equity (Deficit) | (1,083,423) | 345,508 |
Total Liabilities and Shareholders’ Equity (Deficit) | 70,713,071 | 68,190,364 |
Related Party [Member] | ||
Current Liabilities: | ||
Due to related party | $ 779,875 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Ordinary shares subject to possible redemption | 6,600,000 | 6,600,000 |
Temporary equity, par value per share | $ 10.70 | $ 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 | 2,341,000 | 2,341,000 |
Ordinary shares, shares outstanding | 2,341,000 | 2,341,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
General and administrative costs | $ 421,455 | $ 768,931 | ||
Operating loss | (421,455) | (768,931) | ||
Interest income on investments held in trust account | 579,398 | 2,154,895 | ||
Total other income | 579,398 | 2,154,895 | ||
Net income | $ 157,943 | $ 1,385,964 | ||
Weighted average ordinary shares outstanding, basic | 6,600,000 | 1,500,000 | 6,600,000 | 1,500,000 |
Weighted average ordinary shares outstanding, diluted | 6,600,000 | 1,500,000 | 6,600,000 | 1,500,000 |
Basic net income per ordinary share for ordinary shares not subject to redemption | $ 0.02 | $ 0 | $ 0.14 | $ 0 |
Diluted net income per ordinary share for ordinary shares not subject to redemption | $ 0.02 | $ 0 | $ 0.14 | $ 0 |
Weighted average ordinary shares outstanding, basic for ordinary shares subject to redemption | 2,341,815 | 2,391,000 | ||
Weighted average ordinary shares outstanding, diluted for ordinary shares subject to redemption | 2,341,815 | 2,391,000 | ||
Basic net INCOME per ordinary share | $ 0.02 | $ 0 | $ 0.15 | $ 0 |
Diluted net INCOME per ordinary share | $ 0.02 | $ 0 | $ 0.15 | $ 0 |
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 |
Balance at Dec. 31, 2021 | $ 173 | $ 24,827 | $ (25,000) | $ (10,113) | $ (10,113) |
Balance, shares at Dec. 31, 2021 | 1,725,000 | ||||
Net income (loss) | |||||
Balance at Mar. 31, 2022 | $ 173 | 24,827 | (25,000) | (10,113) | (10,113) |
Balance, shares at Mar. 31, 2022 | 1,725,000 | ||||
Balance at Dec. 31, 2021 | $ 173 | 24,827 | (25,000) | (10,113) | (10,113) |
Balance, shares at Dec. 31, 2021 | 1,725,000 | ||||
Net income (loss) | |||||
Balance at Sep. 30, 2022 | $ 173 | 24,827 | (25,000) | (10,113) | (10,113) |
Balance, shares at Sep. 30, 2022 | 1,725,000 | ||||
Balance at Mar. 31, 2022 | $ 173 | 24,827 | (25,000) | (10,113) | (10,113) |
Balance, shares at Mar. 31, 2022 | 1,725,000 | ||||
Net income (loss) | |||||
Balance at Jun. 30, 2022 | $ 173 | 24,827 | (25,000) | (10,113) | (10,113) |
Balance, shares at Jun. 30, 2022 | 1,725,000 | ||||
Net income (loss) | |||||
Balance at Sep. 30, 2022 | $ 173 | 24,827 | (25,000) | (10,113) | (10,113) |
Balance, shares at Sep. 30, 2022 | 1,725,000 | ||||
Balance at Dec. 31, 2022 | $ 242 | 345,266 | 345,508 | ||
Balance, shares at Dec. 31, 2022 | 2,416,000 | ||||
Remeasurement of ordinary shares subject to redemption | (759,647) | (759,647) | |||
Net income (loss) | 611,725 | 611,725 | |||
Balance at Mar. 31, 2023 | $ 242 | 197,344 | 197,586 | ||
Balance, shares at Mar. 31, 2023 | 2,416,000 | ||||
Balance at Dec. 31, 2022 | $ 242 | 345,266 | 345,508 | ||
Balance, shares at Dec. 31, 2022 | 2,416,000 | ||||
Net income (loss) | 1,385,964 | ||||
Balance at Sep. 30, 2023 | $ 167 | (1,083,590) | (1,083,423) | ||
Balance, shares at Sep. 30, 2023 | 2,341,000 | ||||
Balance at Mar. 31, 2023 | $ 242 | 197,344 | 197,586 | ||
Balance, shares at Mar. 31, 2023 | 2,416,000 | ||||
Remeasurement of ordinary shares subject to redemption | (815,850) | (815,850) | |||
Net income (loss) | 616,296 | 616,296 | |||
Balance at Jun. 30, 2023 | $ 242 | (2,210) | (1,968) | ||
Balance, shares at Jun. 30, 2023 | 2,416,000 | ||||
Remeasurement of ordinary shares subject to redemption | (1,239,398) | (1,239,398) | |||
Net income (loss) | 157,943 | 157,943 | |||
Shares forfeited due to partial exercise of underwriters overallotment | $ (75) | 75 | |||
Shares forfeited due to partial exercise of underwriters overallotment, shares | (75,000) | ||||
Balance at Sep. 30, 2023 | $ 167 | $ (1,083,590) | $ (1,083,423) | ||
Balance, shares at Sep. 30, 2023 | 2,341,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||||
Net income | $ 157,943 | $ 1,385,964 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest income on investments held in trust account | (579,398) | (2,154,895) | ||
Change in operating assets and liabilities: | ||||
Prepaid expenses | 29,536 | |||
Formation and organization costs paid by related parties | ||||
Accrued expenses | 356,868 | |||
Net cash used in operating activities | (382,527) | |||
Cash flows from investing activities: | ||||
Cash deposited into trust account | (660,000) | |||
Net cash used in investing activities | (660,000) | |||
Cash flows from financing activities: | ||||
Advance from related party | 779,875 | |||
Net cash provided by financing activities | 779,875 | |||
Net change in cash | (262,652) | |||
Cash at beginning of period | 289,175 | |||
Cash at end of period | $ 26,523 | 26,523 | ||
Supplemental disclosure of non-cash financing activities: | ||||
Remeasurement of ordinary shares subject to possible redemption | 2,814,895 | |||
Deferred offering costs included in accrued expenses | 67,846 | |||
Deferred offering costs included in due to related party | $ 62,477 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN | 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, 2023, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through September 30, 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% There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering, management has agreed that $ 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 The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company currently has less than 12 months from the date these financial statements were issued to complete a Business Combination transaction. If the Company is unsuccessful in consummating an initial Business Combination by January 18, 2024, per the mandatory liquidation requirement, the Company must cease all operations, redeem the Public Shares and thereafter liquidate and dissolve. 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. Management continues to monitor the Russian invasion of Ukraine and its global impact. We have no operations, employees or assets in Russia, Belarus or Ukraine. While the conflict continues to evolve and the outcome remains highly uncertain, we do not currently believe the Russia-Ukraine conflict will have a material impact on our business and results of operations. However, if the Russia-Ukraine conflict continues or worsens, leading to greater global economic or political disruptions and uncertainty, our business and results of operations could be materially impacted as a result. Management continues to monitor the Israel and the Gaza Strip conflict and its global impact. We have no operations, employees or assets in Israel or the Gaza Strip. While the conflict continues to evolve and the outcome remains uncertain, we do not currently believe the Gaza Strip conflict will have a material impact on our business and results of operations. Convertible Promissory Notes The Company accounts for their convertible promissory notes under ASC 815, “Derivatives and Hedging” (“ASC 815”). Management has determined that other than the conversion feature, the Promissory Note is a “plain vanilla” liability. Further, the Promissory Note contains no equity host characteristics. As such there is no embedded derivative that needs bifurcation or other features that require further accounting consideration. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 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 September 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 September 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 nine months ended September 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 September 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 70,627,915 67,813,020 As of September 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 Remeasurement of ordinary shares subject to redemption 1,239,398 Ordinary shares subject to possible redemption – September 30, 2023 $ 70,627,915 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 September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the 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 September 30, September 30, 2023 2022 Ordinary shares subject to redemption Numerator: Allocation of net income $ 116,579 — Denominator: Basic and diluted weighted average shares outstanding 6,600,000 1,500,000 Basic and diluted net income per share $ 0.02 $ 0.00 Ordinary shares not subject to redemption Numerator: Allocation of net income $ 41,364 $ — Denominator: Basic and diluted weighted average shares outstanding 2,341,815 — Basic and diluted net income per share $ 0.02 $ 0.00 Nine months Ended Nine months Ended September 30, September 30, 2023 2022 Ordinary shares subject to redemption Numerator: Allocation of net income $ 1,017,391 — Denominator: Basic and diluted weighted average shares outstanding 6,600,000 1,500,000 Basic and diluted net income per share $ 0.15 $ 0.00 Ordinary shares not subject to redemption Numerator: Allocation of net income $ 368,573 $ — Denominator: Basic and diluted weighted average shares outstanding 2,391,000 — Basic and diluted net income per share $ 0.15 $ 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. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 no 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, 2023 and December 31, 2022, there were $ 779,875 0 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 90,000 no 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 | 9 Months Ended |
Sep. 30, 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 (DEFICIT)
SHAREHOLDERS’ EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 7 — SHAREHOLDERS’ EQUITY (DEFICIT) Preferred Shares 1,000,000 0.0001 no Ordinary Shares 150,000,000 0.0001 Holders of ordinary shares are entitled to one vote for each share As of September 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 2023 December 31, 2022 Assets: Marketable securities held in the Trust Account 1 $ 70,627,915 $ 67,813,020 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review the Company did not identify any subsequent events, except as noted below, that would have required adjustment or disclosure in the financial statements. On October 18, 2023, the Company deposited $ 660,000 660,000 The Promissory Note bears no interest and is payable in full upon the consummation of the Company’s business combination (such date, the “Maturity Date”). The payees of the Promissory Note, the Sponsor, has the right, but not the obligation, to convert the Promissory Note, in whole or in part, up to $ 1,500,000 10.00 each consisting of one ordinary share and one right to receive two-tenths (2/10) of one ordinary share upon the consummation of a business combination On October 23, 2023, the Company entered into an Agreement and Plan of Merger and Reorganization by and among TenX, TenX Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of TenX, Citius Pharmaceuticals, Inc., a Nevada corporation, and Citius Oncology, Inc., a Delaware corporation and wholly owned subsidiary of Citius Pharma. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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 September 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 September 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 nine months ended September 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 | 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 September 30, 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 70,627,915 67,813,020 As of September 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 Remeasurement of ordinary shares subject to redemption 1,239,398 Ordinary shares subject to possible redemption – September 30, 2023 $ 70,627,915 |
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 September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the 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 September 30, September 30, 2023 2022 Ordinary shares subject to redemption Numerator: Allocation of net income $ 116,579 — Denominator: Basic and diluted weighted average shares outstanding 6,600,000 1,500,000 Basic and diluted net income per share $ 0.02 $ 0.00 Ordinary shares not subject to redemption Numerator: Allocation of net income $ 41,364 $ — Denominator: Basic and diluted weighted average shares outstanding 2,341,815 — Basic and diluted net income per share $ 0.02 $ 0.00 Nine months Ended Nine months Ended September 30, September 30, 2023 2022 Ordinary shares subject to redemption Numerator: Allocation of net income $ 1,017,391 — Denominator: Basic and diluted weighted average shares outstanding 6,600,000 1,500,000 Basic and diluted net income per share $ 0.15 $ 0.00 Ordinary shares not subject to redemption Numerator: Allocation of net income $ 368,573 $ — Denominator: Basic and diluted weighted average shares outstanding 2,391,000 — Basic and diluted net income per share $ 0.15 $ 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 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 | 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) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF SHARES SUBJECT TO POSSIBLE REDEMPTION | As of September 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 Remeasurement of ordinary shares subject to redemption 1,239,398 Ordinary shares subject to possible redemption – September 30, 2023 $ 70,627,915 |
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 Three months Ended Three months Ended September 30, September 30, 2023 2022 Ordinary shares subject to redemption Numerator: Allocation of net income $ 116,579 — Denominator: Basic and diluted weighted average shares outstanding 6,600,000 1,500,000 Basic and diluted net income per share $ 0.02 $ 0.00 Ordinary shares not subject to redemption Numerator: Allocation of net income $ 41,364 $ — Denominator: Basic and diluted weighted average shares outstanding 2,341,815 — Basic and diluted net income per share $ 0.02 $ 0.00 Nine months Ended Nine months Ended September 30, September 30, 2023 2022 Ordinary shares subject to redemption Numerator: Allocation of net income $ 1,017,391 — Denominator: Basic and diluted weighted average shares outstanding 6,600,000 1,500,000 Basic and diluted net income per share $ 0.15 $ 0.00 Ordinary shares not subject to redemption Numerator: Allocation of net income $ 368,573 $ — Denominator: Basic and diluted weighted average shares outstanding 2,391,000 — Basic and diluted net income per share $ 0.15 $ 0.00 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 2023 December 31, 2022 Assets: Marketable securities held in the Trust Account 1 $ 70,627,915 $ 67,813,020 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($) | Oct. 18, 2022 | Oct. 18, 2022 | Dec. 20, 2021 |
Price per share | $ 12 | ||
Cash underwriting fees | $ 2,922,480 | ||
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 | 5,000,001 | |
Maximum [Member] | |||
Net tangible assets upon redemption of business combinations | $ 5,000,001 | $ 5,000,001 | |
Sponsor [Member] | |||
Price per share | $ 10 | $ 10 | |
Sponsor [Member] | Maximum [Member] | |||
Price per share | $ 10 | 10 | |
IPO [Member] | |||
Stock issued during period shares new issues | 6,600,000 | ||
Price per share | $ 10.20 | 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] | Sponsor [Member] | |||
Price per share | $ 10 | 10 | |
IPO [Member] | Common Stock [Member] | |||
Proceeds from initial public offering, costs | $ 66,000,000 | ||
IPO [Member] | Underwriter [Member] | |||
Stock issued during period shares new issues | 297,000 | ||
Over-Allotment Option [Member] | Underwriter [Member] | |||
Stock issued during period shares new issues | 600,000 | ||
Price per share | $ 10 | 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 | 10 | |
Private Placement [Member] | Sponsor [Member] | |||
Stock issued during period shares new issues | 394,000 | ||
Price per share | $ 10 | 10 | |
Proceeds from private placement | $ 3,940,000 | ||
Public Shareholders [Member] | |||
Price per share | $ 10 | $ 10 |
SCHEDULE OF SHARES SUBJECT TO P
SCHEDULE OF SHARES SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | 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 | $ 759,647 | 7,624,825 | ||
Ordinary shares subject to possible redemption | $ 70,627,915 | $ 69,388,517 | $ 68,572,667 | $ 67,813,020 |
Remeasurement of ordinary shares subject to redemption | $ 1,239,398 | $ 815,850 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET INCOME (LOSS) PER ORDINARY SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Allocation of net income | $ 157,943 | $ 616,296 | $ 611,725 | $ 1,385,964 | ||||
Basic weighted average shares outstanding | 6,600,000 | 1,500,000 | 6,600,000 | 1,500,000 | ||||
Diluted weighted average shares outstanding | 6,600,000 | 1,500,000 | 6,600,000 | 1,500,000 | ||||
Basic net income per share | $ 0.02 | $ 0 | $ 0.15 | $ 0 | ||||
Diluted net income per share | $ 0.02 | $ 0 | $ 0.15 | $ 0 | ||||
Ordinary Shares Subject To Redemption [Member] | ||||||||
Allocation of net income | $ 116,579 | $ 1,017,391 | ||||||
Basic weighted average shares outstanding | 6,600,000 | 1,500,000 | 6,600,000 | 1,500,000 | ||||
Diluted weighted average shares outstanding | 6,600,000 | 1,500,000 | 6,600,000 | 1,500,000 | ||||
Basic net income per share | $ 0.02 | $ 0 | $ 0.15 | $ 0 | ||||
Diluted net income per share | $ 0.02 | $ 0 | $ 0.15 | $ 0 | ||||
Ordinary Shares Not Subject To Redemption [Member] | ||||||||
Allocation of net income | $ 41,364 | $ 368,573 | ||||||
Basic weighted average shares outstanding | 2,341,815 | 2,391,000 | ||||||
Diluted weighted average shares outstanding | 2,341,815 | 2,391,000 | ||||||
Basic net income per share | $ 0.02 | $ 0 | $ 0.15 | $ 0 | ||||
Diluted net income per share | $ 0.02 | $ 0 | $ 0.15 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 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 | 70,627,915 | $ 69,388,517 | $ 68,572,667 | 67,813,020 | |
FDIC insured amount | 250,000 | ||||
Ordinary Shares Subject To Redemption [Member] | |||||
Ordinary shares subject to possible redemption | $ 70,627,915 | $ 67,813,020 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | 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] | Oct. 18, 2022 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 | 9 Months Ended | ||||||||
Nov. 28, 2022 | Dec. 20, 2021 | Mar. 24, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Oct. 18, 2022 | Mar. 17, 2021 | |
Related Party Transaction [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Shares cancelled | 225,000 | |||||||||
Common stock, shares outstanding | 2,341,000 | 2,341,000 | 2,341,000 | |||||||
Sale of stock price per share | $ 12 | |||||||||
Administrative service expenses | $ 30,000 | $ 0 | $ 90,000 | $ 0 | ||||||
Accrued liabilities current and noncurrent | $ 30,000 | $ 30,000 | $ 0 | |||||||
Share price | $ 10 | $ 10 | ||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Amount payable | $ 779,875 | $ 779,875 | 0 | |||||||
Sponsor fees | 10,000 | |||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes outstanding | $ 0 | $ 0 | 0 | |||||||
Sponsor [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Founder shares subject to forfeiture | 225,000 | |||||||||
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] | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Shares issued in conversion | 1,437,500 | |||||||||
Shares issued price per share | $ 0.0001 | |||||||||
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] | ||||||||||
Shares converted | 1,437,500 | |||||||||
Shares cancelled | 10,000,000 | |||||||||
Ordinary Shares Not Subject To Redemption [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ordinary shares exercised and not subject to forfeiture | 150,000 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sponsor received ordinary shares | 1,437,500 | |||||||||
Shares amount payable | $ 25,000 | |||||||||
Sale of stock price per share | $ 10 | |||||||||
Sponsor [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of stock price per share | $ 10 | |||||||||
Working Capital Loan [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loans outstanding | $ 0 | $ 0 | $ 0 | |||||||
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) | Oct. 18, 2022 $ / shares shares |
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 | $ / shares | $ 0.20 |
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 (DEFICIT)
SHAREHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 9 Months Ended | |||
Oct. 18, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 20, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares authorized | 150,000,000 | 150,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Temporary shares issued | 2,416,000 | 2,416,000 | ||
Temporary shares outstanding | 2,416,000 | 2,416,000 | ||
Ordinary shares forfeiture | 225,000 | |||
Ordinary shares issued | 2,341,000 | 2,341,000 | ||
Underwriters fee | $ 2,922,480 | |||
Over-Allotment Option [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Ordinary shares forfeiture | 150,000 | |||
Ordinary shares issued | 310,500 | |||
Underwriter [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Ordinary shares issued | 297,000 | 270,000 | ||
Private Placement Shares [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock issued during period shares new issues | 394,000 | |||
Shares issued per share | $ 10 | |||
Shares issued value | $ 3,940,000 | |||
Founder Shares [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Ownership percent | 19% | |||
Private Placement Shares [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Ownership percent | 23% | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 150,000,000 | |||
Common stock, par value | $ 0.0001 | |||
Common stock, voting rights | Holders of ordinary shares are entitled to one vote for each share | |||
Shares issued per share | $ 0.0001 | |||
Outstanding percentage | 19% |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) | Sep. 30, 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 | $ 70,627,915 | $ 67,813,020 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 18, 2023 | Mar. 17, 2021 |
Unsecured Promissory Note [Member] | Sponsor [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Debt principal amount | $ 300,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Payment of deposits into trust account | $ 660,000 | |
Subsequent Event [Member] | Unsecured Promissory Note [Member] | ||
Subsequent Event [Line Items] | ||
Conversion price | $ 10 | |
Unit description | each consisting of one ordinary share and one right to receive two-tenths (2/10) of one ordinary share upon the consummation of a business combination | |
Subsequent Event [Member] | Unsecured Promissory Note [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Note converted to private units, value | $ 1,500,000 | |
Subsequent Event [Member] | Unsecured Promissory Note [Member] | Sponsor [Member] | ||
Subsequent Event [Line Items] | ||
Debt principal amount | $ 660,000 |