WinVest Acquisition (WINVR) 10-Q 21 Aug 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 21, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40796
Entity Registrant Name	WINVEST ACQUISITION CORP.
Entity Central Index Key	0001854463
Entity Tax Identification Number	86-2451181
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	125 Cambridgepark Drive
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02140
City Area Code	(617)
Local Phone Number	658-3094
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		4,140,429
Units, each consisting of one share of Common Stock, one redeemable Warrant, and one Right
Title of 12(b) Security	Units, each consisting of one share of Common Stock, one redeemable Warrant, and one Right
Trading Symbol	WINVU
Security Exchange Name	NASDAQ
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	WINV
Security Exchange Name	NASDAQ
Warrants to acquire one-half (1/2) of a share of Common Stock
Title of 12(b) Security	Warrants to acquire one-half (1/2) of a share of Common Stock
Trading Symbol	WINVW
Security Exchange Name	NASDAQ
Rights to acquire one-fifteenth (1/15) of one share of Common Stock
Title of 12(b) Security	Rights to acquire one-fifteenth (1/15) of one share of Common Stock
Trading Symbol	WINVR
Security Exchange Name	NASDAQ

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 1,674	$ 88,247
Prepaid expenses, short-term portion	225,875	277,776
Total current assets	227,549	366,023
Marketable securities held in Trust Account	13,667,929	19,571,562
Total assets	13,895,478	19,937,585
Current liabilities:
Accounts payable and accrued liabilities	972,602	382,872
Income tax payable	396,000	314,000
Excise tax payable	67,218
Extension note, related party	815,000	125,000
Promissory note, related party	123,000
Total current liabilities	2,538,820	928,872
Deferred underwriting commissions	4,025,000	4,025,000
Total liabilities	6,563,820	4,953,872
Commitments and Contingencies (Note 5)
Common stock subject to possible redemption; 1,265,429 and 1,893,113 shares outstanding at redemption values of $10.80 and $10.34 per share as of June 30, 2023 and December 31, 2022, respectively	13,667,929	19,571,562
Stockholders’ deficit:
Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 issued and outstanding
Common stock, par value $0.0001, 100,000,000 shares authorized; 2,875,000 issued and outstanding (excluding 1,265,429 and 1,893,113 shares subject to possible redemption as of June 30, 2023 and December 31, 2022, respectively)	288	288
Additional paid-in capital
Accumulated deficit	(6,336,559)	(4,588,137)
Total stockholders’ deficit	(6,336,271)	(4,587,849)
Total liabilities and stockholders’ deficit	13,895,478	19,937,585
Related Party [Member]
Current liabilities:
Related party payables	$ 165,000	$ 107,000

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Temporary equity, shares outstanding	1,265,429	1,893,113
Temporary equity, redemption price per share	$ 10.80	$ 10.34
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares outstanding	0	0
Preferred stock, shares issued	0	0
Common Stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	2,875,000	2,875,000
Common stock, shares issued	2,875,000	2,875,000
Common stock subject to possible redemption, shares	1,265,429	1,893,113

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating expenses:	$ 649,848	$ 279,100	$ 1,219,426	$ 530,894
Loss from operations	(649,848)	(279,100)	(1,219,426)	(530,894)
Other income:
Interest income	229,332	156,846	438,383	168,542
Total other income	229,332	156,846	438,383	168,542
Loss before income taxes	(420,516)	(122,254)	(781,043)	(362,352)
Provision for income taxes	(38,000)		(82,000)
Net loss	$ (458,516)	$ (122,254)	$ (863,043)	$ (362,352)
Common Shares Subject To Redemption [Member]
Other income:
Weighted-average common shares outstanding, Basic, non-redeemable shares	1,767,576	11,500,000	1,830,345	11,500,000
Weighted-average common shares outstanding, Diluted, non-redeemable shares	1,767,576	11,500,000	1,830,345	11,500,000
Basic net loss per share, non-redeemable shares		$ (0.01)		$ (0.02)
Diluted net loss per share, non-redeemable shares		$ (0.01)		$ (0.02)
Non Redeemable Common Shares [Member]
Other income:
Weighted-average common shares outstanding, Basic, non-redeemable shares	2,875,000	2,875,000	2,875,000	2,875,000
Weighted-average common shares outstanding, Diluted, non-redeemable shares	2,875,000	2,875,000	2,875,000	2,875,000
Basic net loss per share, non-redeemable shares	$ (0.16)	$ (0.01)	$ (0.30)	$ (0.03)
Diluted net loss per share, non-redeemable shares	$ (0.16)	$ (0.01)	$ (0.30)	$ (0.03)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 288		$ (2,939,229)	$ (2,938,941)
Balance, shares at Dec. 31, 2021	2,875,000
Net loss			(240,098)	(240,098)
Balance at Mar. 31, 2022	$ 288		(3,179,327)	(3,179,039)
Balance, shares at Mar. 31, 2022	2,875,000
Beginning balance, value at Dec. 31, 2021	$ 288		(2,939,229)	(2,938,941)
Balance, shares at Dec. 31, 2021	2,875,000
Net loss				(362,352)
Remeasurement of common stock to redemption value				(68,086)
Balance at Jun. 30, 2022	$ 288		(3,369,667)	(3,369,379)
Balance, shares at Jun. 30, 2022	2,875,000
Beginning balance, value at Mar. 31, 2022	$ 288		(3,179,327)	(3,179,039)
Balance, shares at Mar. 31, 2022	2,875,000
Net loss			(122,254)	(122,254)
Remeasurement of common stock to redemption value			(68,086)	(68,086)
Balance at Jun. 30, 2022	$ 288		(3,369,667)	(3,369,379)
Balance, shares at Jun. 30, 2022	2,875,000
Beginning balance, value at Dec. 31, 2022	$ 288		(4,588,137)	(4,587,849)
Balance, shares at Dec. 31, 2022	2,875,000
Net loss			(404,527)	(404,527)
Remeasurement of common stock to redemption value			(434,200)	(434,200)
Balance at Mar. 31, 2023	$ 288		(5,426,864)	(5,426,576)
Balance, shares at Mar. 31, 2023	2,875,000
Beginning balance, value at Dec. 31, 2022	$ 288		(4,588,137)	(4,587,849)
Balance, shares at Dec. 31, 2022	2,875,000
Net loss				(863,043)
Remeasurement of common stock to redemption value				(818,161)
Balance at Jun. 30, 2023	$ 288		(6,336,559)	(6,336,271)
Balance, shares at Jun. 30, 2023	2,875,000
Beginning balance, value at Mar. 31, 2023	$ 288		(5,426,864)	(5,426,576)
Balance, shares at Mar. 31, 2023	2,875,000
Net loss			(458,516)	(458,516)
Remeasurement of common stock to redemption value			(383,961)	(383,961)
Shareholder redemption
Excise tax payable			(67,218)	(67,218)
Balance at Jun. 30, 2023	$ 288		$ (6,336,559)	$ (6,336,271)
Balance, shares at Jun. 30, 2023	2,875,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (458,516)	$ (404,527)	$ (122,254)	$ (240,098)	$ (863,043)	$ (362,352)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account					(438,013)	(168,542)
Changes in operating assets and liabilities:
Changes in prepaid expenses					51,901	163,522
Changes in accounts payable and accrued expenses					589,731	23,621
Changes in taxes payable					82,000
Changes in related party payables					58,000	50,000
Net cash used in operating activities					(519,424)	(293,751)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Trust Account					(690,000)
Withdrawal of interest from Trust Account to pay taxes					309,851
Cash withdrawn from Trust Account in connection with redemption					6,721,795
Net cash provided by (used in) investing activities					6,341,646
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note - related party					123,000
Proceeds from extension note - related party					690,000
Redemption of common stock					(6,721,795)		$ (98,000,714)
Net cash (used in) provided by financing activities					(5,908,795)
NET CHANGE IN CASH					(86,573)	(293,751)
Cash - Beginning of period		88,247		$ 507,906	88,247	507,906	507,906
Cash - End of period	1,674		214,155		1,674	214,155	$ 88,247
Non-cash investing and financing activities:
Accretion of common stock to redemption value	$ 383,961	$ 434,200	$ 68,086		818,161	68,086
Excise tax payable					$ 67,218

NATURE OF THE BUSINESS

NATURE OF THE BUSINESS	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
NATURE OF THE BUSINESS	NOTE 1 – NATURE OF THE BUSINESS WinVest Acquisition Corp. (“WinVest,” or the “Company”) was incorporated in the State of Delaware 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 (the “Initial Business Combination”) with one or more businesses or entities. The Company has selected December 31 as its fiscal year end. Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to WinVest Acquisition Corp. As of June 30, 2023, the Company had not commenced core operations. All activity for the period from March 1, 2021 (inception) through June 30, 2023 relates to the Company’s formation and raising funds through the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective on September 14, 2021. On September 17, 2021, the Company consummated its Initial Public Offering of 10,000,000 0.0001 11.50 10.00 100,000,000 Simultaneously with the consummation of the Initial Public Offering and the issuance and sale of the Units, the Company completed the private sale of 10,000,000 0.50 5,000,000 Each Private Placement Warrant entitles the holders to purchase one-half of one share of Common Stock at a price of $ 11.50 On September 23, 2021, the underwriters fully exercised the over-allotment option and purchased an additional 1,500,000 15,000,000 900,000 0.50 450,000 116,150,000 Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 100 The Company initially had 15 months from the closing of the Initial Public Offering of September 17, 2021 to consummate the Initial Business Combination. On November 30, 2022, the Company held a special meeting of stockholders, at which the stockholders approved an amendment (the “November 2022 Extension Amendment”) to the Company’s amended and restated certificate of incorporation (as amended, the “Certificate of Incorporation”) to extend the date (the “Termination Date”) by which the Company must consummate an Initial Business Combination from December 17, 2022 (the “Original Termination Date”) to January 17, 2023, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month each time after January 17, 2023, by resolution of the Company’s board of directors, if requested by its Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until June 17, 2023, or a total of up to six months after the Original Termination Date, unless the closing of the Initial Business Combination shall have occurred prior thereto, subject to the deposit by the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, of $ 125,000 In connection with the vote to approve the November 2022 Extension Amendment, the holders of 9,606,887 10.20 98.0 19.6 1,893,113 Following the approval of the November 2022 Extension Amendment, on December 5, 2022, the Company issued an unsecured promissory note in the principal amount of $ 750,000 750,000 0.50 On June 12, 2023, the Company held a second special meeting of stockholders (the “June 2023 Extension Meeting”), at which the stockholders approved, among other things, (i) an amendment (the “June 2023 Extension Amendment”) to the Company’s Certificate of Incorporation to extend the Termination Date from June 17, 2023 to July 17, 2023 (the “Charter Extension Date”), and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested by the Sponsor) after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until December 17, 2023, or a total of up to six months after June 17, 2023, unless the closing of the Company’s Initial Business Combination shall have occurred prior thereto, and (ii) an amendment (the “Redemption Limitation Amendment”) to eliminate from the Certificate of Incorporation the limitation that the Company may not consummate any business combination unless it has net tangible assets of at least $ 5,000,001 In connection with the vote to approve the June 2023 Extension Amendment, the holders of 627,684 10.71 6,721,795 13,551,331 1,265,429 Following the approval of the June 2023 Extension Amendment on June 12, 2023, on June 13, 2023, the Company issued an unsecured promissory note in the principal amount of $ 390,000 390,000 0.50 Through the date of this report, the Company has deposited $ 945,000 815,000 125,000 If the Company is unable to consummate an Initial Business Combination by the Termination Date, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100 100,000 No compensation of any kind (including finders’, consulting or other similar fees) will be paid to any of the existing officers, directors, stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the Initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after the Initial Business Combination is uncertain, the Company has no ability to determine what remuneration, if any, will be paid to those persons after the Initial Business Combination. Management intends to use any funds available outside of the Trust Account for miscellaneous expenses such as paying fees to consultants to assist the Company with its search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed our estimates, as well as for reimbursement of any out-of-pocket expenses incurred by the Company’s insiders, officers and directors in connection with activities as described below. The allocation of the net proceeds available to the Company outside of the Trust Account, along with the interest earned on the funds held in the Trust Account available to pay for the Company’s income and other tax liabilities, represents the best estimate of the intended uses of these funds. In the event that the Company’s assumptions prove to be inaccurate, the Company may reallocate some of such proceeds within the above-described categories. If the estimate of the costs of undertaking due diligence and negotiating the Initial Business Combination is less than the actual amount necessary to do so, or the amount of interest available to the Company from the Trust Account is insufficient, the Company may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, the Company could seek such additional capital through loans or additional investments from the Sponsor or third parties. The Sponsor and/or founding stockholders may, but are not obligated to, loan funds as may be required. Such loans would be evidenced by promissory notes that would either be paid upon consummation of the Initial Business Combination, or, at such lender’s discretion. However, the Sponsor and/or founding stockholders are under no obligation to loan the Company any funds or invest in the Company. If the Company is unable to obtain the necessary funds, the Company may be forced to cease searching for a target business and liquidate without completing our Initial Business Combination. The Company will likely use substantially all of the net proceeds of the Initial Public Offering, the Private Placement and the sale of the Additional Private Placement Warrants, including the funds held in the Trust Account, in connection with the Initial Business Combination and to pay for expenses relating thereto, including the deferred underwriting discounts and commissions payable to the underwriters in an amount equal to 3.5 To the extent the Company is unable to consummate an Initial Business Combination, the Company will pay the costs of liquidation from the remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses. Risks and Uncertainties On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. In June 2023, the Company’s stockholders redeemed 627,684 6,721,795 67,218 1 Going Concern As of June 30, 2023, the Company had $ 1,674 1,815,271 863,043 1,219,426 The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2023, the Company had not commenced any operations. All activity for the period from March 1, 2021 (inception) through June 30, 2023 relates to the Company’s formation and the Initial Public Offering. All activity for the fiscal year ended June 30, 2023 relates to identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of the Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s ability to commence operations is contingent upon consummating a business combination. Management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. Although management has been successful to date in raising necessary funding, there can be no assurance that any required future financing can be successfully completed. Additionally, the Company does not currently have sufficient working capital. Furthermore, the Company’s ability to consummate an Initial Business Combination within the contractual time period is uncertain. The Company has until December 17, 2023 (if it extends the period of time to consummate an Initial Business Combination by the full amount of time) to consummate the Initial Business Combination. Based on these circumstances, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern due to the uncertainty of liquidity requirements and the mandatory liquidation date within one year.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS Basis of Presentation The accompanying unaudited condensed financial statements have been prepared and presented in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, these unaudited condensed financial statements include all adjustments necessary for a fair statement of the financial position, results of operations and cash flows of the Company, and the adjustments are of a normal and recurring nature. Unaudited Interim Financial Statements In the opinion of the Company, the unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2023, and its results of operations for the three and six months ended June 30, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future interim periods. 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 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 stockholder 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 Securities Exchange Act of 1934, as amended (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 unaudited condensed financial statements in conformity with U.S. 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 revenues and 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 did not have any cash equivalents as of June 30, 2023 and December 31, 2022. Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 100 Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are effected by charges against additional paid-in capital and accumulated deficit. Public and Private Warrants We account for our Public Warrants and Private Placement Warrants as equity-classified instruments, based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company, were identical to the warrants underlying the Units offered in the Initial Public Offering. Rights The Company accounts for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own Common Stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of Rights issuance. Each Right may be traded separately. If the Company is unable to complete an Initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds for their Rights, and the Rights will expire worthless. The Company has not considered the effect of Rights sold in the Initial Public Offering and the Private Placement to purchase shares of Common Stock, since the exercise of the Rights are contingent upon the occurrence of future events. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities. Franchise Taxes The Company is subject to franchise tax filing requirements in the State of Delaware. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 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 FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account at June 30, 2023 $ 13,667,929 $ 13,667,929 $ - $ - Marketable securities held in Trust Account at December 31, 2022 $ 19,571,562 $ 19,571,562 $ - $ - In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed like basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of loss per redeemable share and loss per non-redeemable share following the two-class method of income per share. In order to determine the net loss attributable to both the redeemable shares and non-redeemable shares, the Company first considered the total loss allocable to both sets of shares. This is calculated using the total net loss less any dividends paid. For purposes of calculating net loss per share, any remeasurement of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total loss allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 0% for the redeemable Public Shares and 100% for the non-redeemable shares, reflective of the respective participation rights, for the three and six months ended June 30, 2023 The loss per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ended June 30, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (458,516 ) Denominator: Weighted-average shares outstanding 1,767,576 2,875,000 Weighted-average shares outstanding, basic 1,767,576 2,875,000 Basic and diluted net loss per share $ - $ (0.16 ) Basic net loss per share $ - $ (0.16 ) For the Three Months Ended June 30, 2022 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss (152,272 ) (38,068 ) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Weighted-average shares outstanding, basic 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) Basic net loss per share $ (0.01 ) $ (0.01 ) For the Six Months Ended June 30, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (863,043 ) Denominator: Weighted-average shares outstanding 1,830,345 2,875,000 Weighted-average shares outstanding, basic 1,830,345 2,875,000 Basic and diluted net loss per share $ - $ (0.30 ) Basic net loss per share $ - $ (0.30 ) For the Six Months Ended June 30, 2022 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss (344,350 ) (86,088 ) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Weighted-average shares outstanding, basic 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.02 ) $ (0.03 ) Basic net loss per share $ (0.02 ) $ (0.03 ) The Company has not considered the effect of Warrants and Rights sold in the Initial Public Offering and the private placement to purchase 11,966,667 Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The provisions in this Update are effective for fiscal years beginning after December 15, 2023 for public business entities. Early adoption is permitted. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	6 Months Ended
	Jun. 30, 2023
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3 - INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on September 17, 2021, the Company sold 10,000,000 10.00 100,000,000 11,500,000 115,000,000 Each Unit consists of one share of Common Stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of Common Stock upon the consummation of an Initial Business Combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of Common Stock at a price of $ 11.50 In connection with its Initial Public Offering, the Company incurred offering costs of $ 2,923,969 2,400,000 523,969 4,025,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 – RELATED PARTY TRANSACTIONS Sponsor Shares On March 16, 2021, our Sponsor purchased 2,875,000 25,000 Prior to the effective date of the registration statement filed in connection with the Initial Public Offering, the Company entered into agreements with its directors in connection with their board service and certain members of its advisory board in connection with their advisory board service for its Sponsor to transfer an aggregate of 277,576 60,000 337,576 34 Private Placement Warrants Our Sponsor purchased from us an aggregate of 10,900,000 0.50 5,450,000 3,450,000 10.10 Related Party Advances As of June 30, 2023 and December 31, 2022, there were no Promissory Note – Related Party On March 16, 2021, the Company issued an unsecured promissory note to the Sponsor (extended by amendment in March 2022 to the consummation of an Initial Business Combination) (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $ 300,000 0 123,000 0.50 11.50 The Company analyzed the conversion feature of the Promissory Note into private warrants under ASC 815, Derivatives and Hedging Contingencies Distinguishing Liabilities from Equity Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). Extension Notes – Related Party As previously disclosed, on December 5, 2022, the Company issued the First Extension Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $ 750,000 0.50 750,000 125,000 As previously disclosed, in connection with the approval of the June 2023 Extension Amendment on June 12, 2023, on June 13, 2023, the Company issued the Second Extension Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $ 390,000 0.50 65,000 Through the date of this report, the Company has effected drawdowns of $ 945,000 The Company analyzed the conversion feature of the Extension Notes into private warrants under ASC 815, Derivatives and Hedging Contingencies Distinguishing Liabilities from Equity Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). Administrative Support Agreement The Company entered into an agreement to pay our Sponsor a monthly fee of $ 10,000 165,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5 – COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our Initial Business Combination. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of its prospectus to purchase up to 1,500,000 1,500,000 15,000,000 The underwriters received a cash underwriting discount of $ 0.20 2,300,000 100,000 Finder’s Fee Agreement On July 12, 2022, the Company entered into a finder’s fee agreement with a third-party finder (“Finder”), payable only upon the successful consummation of the Finder’s identification of merger target companies which shall occur only if the merger target companies are identified and introduced by the Finder and acknowledged by the Company in writing during the retention period, which shall be one year after origination and will continue for one year after such period, unless terminated earlier, and provided an Initial Business Combination is consummated with a merger target company identified within such period. For purposes of the agreement, the finder’s fee shall be calculated as 1% of the sum of any cash and noncash consideration actually delivered and paid in connection with an Initial Business Combination. Agent Agreement On July 19, 2022, the Company entered an agent agreement with a FINRA registered broker-dealer (“Agent”), by which the Company engaged the Agent as its non-exclusive agent to use commercially reasonable efforts to refer the Company to potential target companies for an Initial Business Combination. If the Company completes a transaction with any such target company referred to by the Agent within 18 months after such referral, the Agent shall be paid a success fee based upon the transaction value, which shall become due and payable concurrently with the Initial Business Combination. Chardan Capital Markets, LLC. M&A / Capital Markets Advisory Agreement On July 23, 2022, the Company entered a M&A/Capital Markets Advisory Agreement (“M&A Agreement”) with Chardan Capital Markets, LLC (“Chardan”), by which Chardan shall assist and advise the Company in completing an Initial Business Combination. In the event an Initial Business Combination is consummated during the term of the M&A Agreement, the Company shall pay to Chardan at the closing of the Initial Business Combination a fee (the “M&A Fee”) as described below. If the M&A Fee is to be based on the “Aggregate Value” of an Initial Business Combination, such term means, without duplication, an amount equal to the sum of the aggregate value of any securities issued, promissory notes delivered by the Company to a target company in connection with an Initial Business Combination, and any other cash and non-cash consideration (using such values as set forth in such Initial Business Combination’s definitive agreement) delivered and paid in connection with an Initial Business Combination, and the amount of all debt and debt-like instruments of the target company immediately prior to closing that (a) are assumed or acquired by the Company or (b) retired or defeased in connection with such Business Combination less any amounts of a financing relating to such Initial Business Combination (a “Financing”) that are the basis of a Financing Fee (as defined below). Even if an Initial Business Combination is not consummated prior to the expiration or termination of the M&A Agreement, Chardan shall be entitled to the full M&A Fee with respect to any transaction consummated involving a party introduced to the Company by Chardan (an “Introduced Party”) that occurs within 18 months of the expiration or termination of the M&A Agreement or within 12 months of the expiration or termination of the M&A Agreement for any party not deemed an Introduced Party. In the event an Initial Business Combination is consummated involving a party other than an Introduced Party, the Company will pay to Chardan an M&A Fee equal to the greater of $ 800,000 1 ● 3% of the first $ 100 ● 2% of the Aggregate Value greater than $ 100 200 ● 1% of the Aggregate Value greater than $ 200 The M&A Fee will be paid either in cash out of the flow of funds from the Trust Account or in registered and free trading securities of the Company, as the parties may agree. The Company will pay a cash fee equal to 5 1 The Company will pay Chardan up to $ 150,000 As of June 30, 2023 and December 31, 2022, the Company recorded deferred underwriting commissions of $ 4,025,000

COMMON STOCK SUBJECT TO POSSIBL

COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	6 Months Ended
	Jun. 30, 2023
Common Stock Subject To Possible Redemption
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	NOTE 6 – COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The following is a reconciliation of the Company’s Common Stock subject to possible redemption as of June 30, 2023. SCHEDULE OF COMMON STOCK REDEMPTION Common Shares Gross proceeds from initial public offering $ 115,000,000 Less: Offering costs allocated to common stock subject to possible redemption (6,498,541 ) Proceeds allocated to public warrants (2,357,500 ) Plus: Deposit to Trust Account from private placement 1,150,000 Remeasurement of common stock subject to possible redemption 8,856,041 Balance, December 31, 2021 116,150,000 Remeasurement of common stock subject to possible redemption 1,422,276 Redemption of common stock (98,000,714 ) Balance, December 31, 2022 $ 19,571,562 Deposits to Trust Account 690,000 Remeasurement of common stock subject to possible redemption 438,012 Taxes withdrawn from Trust Account (309,851 ) Redemption of common stock (6,721,795 ) Balance, June 30, 2023 13,667,929

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7 – STOCKHOLDERS’ DEFICIT Common Stock The Company’s Certificate of Incorporation authorizes the issuance of 100,000,000 0.0001 1,000,000 0.0001 In March 2021, the Company issued 2,875,000 0.01 25,000 no Rights The registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective on September 14, 2021. On September 17, 2021, the Company consummated its Initial Public Offering of 10,000,000 0.0001 11.50 Public Warrants Each redeemable warrant entitles the registered holder to purchase one half of one share of Common Stock at a price of $ 11.50 The Company may call the outstanding warrants for redemption (excluding the Private Placement Warrants and warrants underlying the units that may be issued upon conversion of working capital loans), in whole and not in part, at a price of $ 0.01 ● at any time while the warrants are exercisable; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $ 16.50 ● if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company calls the warrants for redemption as described above, management of the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $ 9.50 The Private Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 8 – INCOME TAXES The Company’s effective tax rate for the three months ended June 30, 2023 and 2022 was (9.0%) 0 %, respectively. The Company’s effective tax rate for the six months ended June 30, 2023 and 2022 was (10.5%) 0.0 %, respectively. The Company’s effective tax rate differs from the statutory income tax rate of 21 % primarily due to the recording of a full valuation allowance on deferred tax assets. The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense. The Company files income tax returns in the U.S., Delaware and Massachusetts jurisdictions and has been subject to examination by the various taxing authorities since inception. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which includes a 15% minimum tax on the adjusted financial statement income of corporations with a three taxable year average annual adjusted financial statement income in excess of $1 billion, a 1% excise tax on net stock repurchases made by publicly traded US corporations and several tax incentives to promote clean energy. The alternative minimum tax and the excise tax are effective in taxable years beginning after December 31, 2022 67,218 0

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS Management 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, other than as set forth below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On July 14, 2023, the Company effected the second drawdown of $ 65,000 On August 16, 2023, the Company effected the third drawdown of $ 65,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared and presented in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, these unaudited condensed financial statements include all adjustments necessary for a fair statement of the financial position, results of operations and cash flows of the Company, and the adjustments are of a normal and recurring nature.
Unaudited Interim Financial Statements	Unaudited Interim Financial Statements In the opinion of the Company, the unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2023, and its results of operations for the three and six months ended June 30, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future interim periods.
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 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 stockholder 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 Securities Exchange Act of 1934, as amended (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 unaudited condensed financial statements in conformity with U.S. 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 revenues and 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 did not have any cash equivalents as of June 30, 2023 and December 31, 2022.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on September 17, 2021, and the underwriters’ exercise of their over-allotment option in full on September 23, 2021, an aggregate amount of $ 116,150,000 100
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are effected by charges against additional paid-in capital and accumulated deficit.
Public and Private Warrants	Public and Private Warrants We account for our Public Warrants and Private Placement Warrants as equity-classified instruments, based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company, were identical to the warrants underlying the Units offered in the Initial Public Offering.
Rights	Rights The Company accounts for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own Common Stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of Rights issuance. Each Right may be traded separately. If the Company is unable to complete an Initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any such funds for their Rights, and the Rights will expire worthless. The Company has not considered the effect of Rights sold in the Initial Public Offering and the Private Placement to purchase shares of Common Stock, since the exercise of the Rights are contingent upon the occurrence of future events.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities.
Franchise Taxes	Franchise Taxes The Company is subject to franchise tax filing requirements in the State of Delaware.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 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 FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account at June 30, 2023 $ 13,667,929 $ 13,667,929 $ - $ - Marketable securities held in Trust Account at December 31, 2022 $ 19,571,562 $ 19,571,562 $ - $ - In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Net Loss Per Common Share	Net Loss Per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed like basic earnings per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of share options, if dilutive. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. The Statements of Operations include a presentation of loss per redeemable share and loss per non-redeemable share following the two-class method of income per share. In order to determine the net loss attributable to both the redeemable shares and non-redeemable shares, the Company first considered the total loss allocable to both sets of shares. This is calculated using the total net loss less any dividends paid. For purposes of calculating net loss per share, any remeasurement of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total loss allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 0% for the redeemable Public Shares and 100% for the non-redeemable shares, reflective of the respective participation rights, for the three and six months ended June 30, 2023 The loss per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ended June 30, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (458,516 ) Denominator: Weighted-average shares outstanding 1,767,576 2,875,000 Weighted-average shares outstanding, basic 1,767,576 2,875,000 Basic and diluted net loss per share $ - $ (0.16 ) Basic net loss per share $ - $ (0.16 ) For the Three Months Ended June 30, 2022 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss (152,272 ) (38,068 ) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Weighted-average shares outstanding, basic 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) Basic net loss per share $ (0.01 ) $ (0.01 ) For the Six Months Ended June 30, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (863,043 ) Denominator: Weighted-average shares outstanding 1,830,345 2,875,000 Weighted-average shares outstanding, basic 1,830,345 2,875,000 Basic and diluted net loss per share $ - $ (0.30 ) Basic net loss per share $ - $ (0.30 ) For the Six Months Ended June 30, 2022 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss (344,350 ) (86,088 ) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Weighted-average shares outstanding, basic 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.02 ) $ (0.03 ) Basic net loss per share $ (0.02 ) $ (0.03 ) The Company has not considered the effect of Warrants and Rights sold in the Initial Public Offering and the private placement to purchase 11,966,667
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The provisions in this Update are effective for fiscal years beginning after December 15, 2023 for public business entities. Early adoption is permitted. The Company does not expect to early adopt this ASU. The Company is currently evaluating the impact of adopting this guidance on the balance sheets, results of operations and cash flows. The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Tables)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 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 FAIR VALUE MEASUREMENT ON RECURRING BASIC Fair value measurements at reporting date using: Description Fair Value Quoted Significant Significant Assets: Marketable securities held in Trust Account at June 30, 2023 $ 13,667,929 $ 13,667,929 $ - $ - Marketable securities held in Trust Account at December 31, 2022 $ 19,571,562 $ 19,571,562 $ - $ -
SCHEDULE OF EARNINGS PER SHARE	The loss per share presented in the statement of operations is based on the following: SCHEDULE OF EARNINGS PER SHARE For the Three Months Ended June 30, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (458,516 ) Denominator: Weighted-average shares outstanding 1,767,576 2,875,000 Weighted-average shares outstanding, basic 1,767,576 2,875,000 Basic and diluted net loss per share $ - $ (0.16 ) Basic net loss per share $ - $ (0.16 ) For the Three Months Ended June 30, 2022 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss (152,272 ) (38,068 ) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Weighted-average shares outstanding, basic 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.01 ) $ (0.01 ) Basic net loss per share $ (0.01 ) $ (0.01 ) For the Six Months Ended June 30, 2023 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss - (863,043 ) Denominator: Weighted-average shares outstanding 1,830,345 2,875,000 Weighted-average shares outstanding, basic 1,830,345 2,875,000 Basic and diluted net loss per share $ - $ (0.30 ) Basic net loss per share $ - $ (0.30 ) For the Six Months Ended June 30, 2022 Common shares subject to redemption Non-redeemable Common Shares Basic and diluted net loss per share Numerator: Allocation of net loss (344,350 ) (86,088 ) Denominator: Weighted-average shares outstanding 11,500,000 2,875,000 Weighted-average shares outstanding, basic 11,500,000 2,875,000 Basic and diluted net loss per share $ (0.02 ) $ (0.03 ) Basic net loss per share $ (0.02 ) $ (0.03 )

COMMON STOCK SUBJECT TO POSSI_2

COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Tables)	6 Months Ended
	Jun. 30, 2023
Common Stock Subject To Possible Redemption
SCHEDULE OF COMMON STOCK REDEMPTION	The following is a reconciliation of the Company’s Common Stock subject to possible redemption as of June 30, 2023. SCHEDULE OF COMMON STOCK REDEMPTION Common Shares Gross proceeds from initial public offering $ 115,000,000 Less: Offering costs allocated to common stock subject to possible redemption (6,498,541 ) Proceeds allocated to public warrants (2,357,500 ) Plus: Deposit to Trust Account from private placement 1,150,000 Remeasurement of common stock subject to possible redemption 8,856,041 Balance, December 31, 2021 116,150,000 Remeasurement of common stock subject to possible redemption 1,422,276 Redemption of common stock (98,000,714 ) Balance, December 31, 2022 $ 19,571,562 Deposits to Trust Account 690,000 Remeasurement of common stock subject to possible redemption 438,012 Taxes withdrawn from Trust Account (309,851 ) Redemption of common stock (6,721,795 ) Balance, June 30, 2023 13,667,929

NATURE OF THE BUSINESS (Details

NATURE OF THE BUSINESS (Details Narrative) - USD ($)								3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 12, 2023	Nov. 30, 2022	Aug. 16, 2022	Sep. 27, 2021	Sep. 23, 2021	Sep. 17, 2021	Sep. 17, 2021	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Sep. 17, 2023	Jul. 12, 2023	Jun. 13, 2023	Dec. 05, 2022	Mar. 16, 2021
Property, Plant and Equipment [Line Items]
Number of common shares issued						10,000,000
Common stock shares, par value						$ 0.0001	$ 0.0001	$ 0.0001				$ 0.0001		$ 0.0001
Exercise price						11.50	11.50
Sale of stock price per share						$ 10	10
Gross proceeds						$ 100,000,000
Proceeds from issuance initial public offering					$ 116,150,000
Redemption price per share						$ 11.50	11.50
Business combination tangible asset																$ 5,000,001
Extension note related party								$ 815,000				$ 815,000		$ 125,000
Interest to pay												$ 100,000
Percentage of deferred underwriting discounts and commissions payable to underwriters												3.50%
Effective taxable description			a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.
Public shares total												$ 6,721,795		98,000,714
Excise tax payable								$ 67,218				$ 67,218
Excise tax liability percentage								1%				1%
Cash								$ 1,674				$ 1,674		$ 88,247
Working capital								1,815,271				1,815,271
Net loss								458,516	$ 404,527	$ 122,254	$ 240,098	863,043	362,352
Expenses from operating activities								649,848		279,100		$ 1,219,426	$ 530,894
Common Stock [Member]
Property, Plant and Equipment [Line Items]
Net loss
Extension Amendment [Member] | Common Stock [Member]
Property, Plant and Equipment [Line Items]
Number of common shares issued	627,684	9,606,887										627,684
Redemption price per share		$ 10.20						$ 10.71				$ 10.71
Redemption amount		$ 98,000,000						$ 6,721,795				$ 6,721,795
Amount held in trust account		$ 19,600,000						$ 13,551,331				$ 13,551,331
Number of shares outstanding		1,893,113						1,265,429				1,265,429
Extension Amendment Proposal [Member] | Common Stock [Member]
Property, Plant and Equipment [Line Items]
Loan																	$ 390,000
Principal amount																	$ 390,000
Charter Amendment [Member]
Property, Plant and Equipment [Line Items]
Deposits in trust account															$ 945,000
Win Vest SPAC LLC [Member]
Property, Plant and Equipment [Line Items]
Investment of cash in trust account												$ 125,000
Outstanding public shares redeemed percentage								100%				100%
Private Placement Warrants [Member]
Property, Plant and Equipment [Line Items]
Exercise price						11.50	11.50												$ 0.50
Sale of stock price per share					$ 0.50	$ 0.50	$ 0.50												$ 10.10
Sale of stock number of shares issued in transaction					900,000	10,000,000
Proceeds from issuance of private placement					$ 450,000	$ 5,000,000
Proceeds from issuance initial public offering					$ 116,150,000
Redemption percentage					100%
Deposits in trust account																			$ 3,450,000
Private Placement Warrants [Member] | Sponsor [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Loan																		$ 750,000
Private Placement Warrants [Member] | Unsecured Promissory Note [Member]
Property, Plant and Equipment [Line Items]
Principal amount																		$ 750,000
Private Placement Warrants [Member] | Common Stock [Member]
Property, Plant and Equipment [Line Items]
Exercise price																			$ 11.50
Over-Allotment Option [Member]
Property, Plant and Equipment [Line Items]
Sale of stock price per share								$ 0.20				$ 0.20
Sale of stock number of shares issued in transaction					11,500,000
Stock issued during period shares stock options exercised					1,500,000
Proceeds from stock options exercised				$ 15,000,000
IPO [Member]
Property, Plant and Equipment [Line Items]
Number of common shares issued							10,000,000
Sale of stock price per share						$ 10	$ 10
Sale of stock number of shares issued in transaction							10,000,000
Proceeds from issuance initial public offering				$ 116,150,000
Private Placement [Member] | Unsecured Promissory Note [Member]
Property, Plant and Equipment [Line Items]
Conversion price per share																		$ 0.50
Private Placement [Member] | Extension Amendment Proposal [Member] | Common Stock [Member]
Property, Plant and Equipment [Line Items]
Conversion price per share																	$ 0.50

SCHEDULE OF FAIR VALUE MEASUREM

SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Marketable securities held in Trust Account	$ 13,667,929	$ 19,571,562
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Marketable securities held in Trust Account	13,667,929	19,571,562
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Marketable securities held in Trust Account
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Marketable securities held in Trust Account

SCHEDULE OF EARNINGS PER SHARE

SCHEDULE OF EARNINGS PER SHARE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Common Shares Subject To Redemption [Member]
Basic and diluted net loss per share
Allocation of net loss		$ (152,272)		$ (344,350)
Weighted-average shares outstanding, basic	1,767,576	11,500,000	1,830,345	11,500,000
Weighted-average shares outstanding, diluted	1,767,576	11,500,000	1,830,345	11,500,000
Basic net loss per share		$ (0.01)		$ (0.02)
Diluted net loss per share		$ (0.01)		$ (0.02)
Non Redeemable Common Shares [Member]
Basic and diluted net loss per share
Allocation of net loss	$ (458,516)	$ (38,068)	$ (863,043)	$ (86,088)
Weighted-average shares outstanding, basic	2,875,000	2,875,000	2,875,000	2,875,000
Weighted-average shares outstanding, diluted	2,875,000	2,875,000	2,875,000	2,875,000
Basic net loss per share	$ (0.16)	$ (0.01)	$ (0.30)	$ (0.03)
Diluted net loss per share	$ (0.16)	$ (0.01)	$ (0.30)	$ (0.03)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details Narrative) - USD ($)		6 Months Ended
	Sep. 23, 2021	Jun. 30, 2023
Subsidiary, Sale of Stock [Line Items]
Proceeds from initial public offering	$ 116,150,000
Cash, FDIC insured amount		$ 250,000
Redemption description		Subsequent to calculating the total loss allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 0% for the redeemable Public Shares and 100% for the non-redeemable shares, reflective of the respective participation rights, for the three and six months ended June 30, 2023
Shares purchased		11,966,667
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from initial public offering	$ 116,150,000
Redemption percentage	100%

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)			6 Months Ended
	Sep. 23, 2021	Sep. 17, 2021	Jun. 30, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Sale of stock price per share		$ 10
Warrant price per shares		$ 11.50
Deferred offering costs			$ 2,923,969
Underwriting expense			2,400,000
Deferred underwriting commissions			4,025,000	$ 4,025,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock number of shares issued in transaction		10,000,000
Sale of stock price per share		$ 10
Sale of stock consideration received on transaction		$ 100,000,000
Sale of stock, description of transaction		Each Unit consists of one share of Common Stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of Common Stock upon the consummation of an Initial Business Combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of Common Stock at a price of $11.50 per full share, subject to adjustment
Deferred offering costs			$ 523,969
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock number of shares issued in transaction	11,500,000
Sale of stock price per share			$ 0.20
Sale of stock consideration received on transaction	$ 115,000,000		$ 2,300,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)			6 Months Ended		12 Months Ended
	Sep. 17, 2021	Mar. 16, 2021	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Sep. 17, 2023	Jun. 13, 2023	Dec. 05, 2022	Dec. 31, 2021	Sep. 23, 2021
Related Party Transaction [Line Items]
Stock issued during period, shares	10,000,000
Warrants purchase price	$ 11.50
Sale of stock price per share	10
Related party advances			$ 0		$ 0
Promissory note related party			123,000
First extension note			815,000		125,000
Professional fees			10,000
Sponsor [Member] | Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Related party payables			165,000
Related Party [Member]
Related Party Transaction [Line Items]
Related party payables			165,000		107,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Aggregate principal amount		$ 300,000
Promissory note related party			123,000
Promissory Note [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Other receivables					0				$ 0
First Extension Note [Member]
Related Party Transaction [Line Items]
Aggregate principal amount								$ 750,000
First extension note			750,000		$ 125,000
First Extension Note [Member] | Private Warrant [Member]
Related Party Transaction [Line Items]
Debt Instrument, Convertible, Conversion Price								$ 0.50
Second Extension Note [Member]
Related Party Transaction [Line Items]
Aggregate principal amount							$ 390,000
First extension note			$ 65,000
Second Extension Note [Member] | Private Warrant [Member]
Related Party Transaction [Line Items]
Debt Instrument, Convertible, Conversion Price							$ 0.50
Extension Note [Member]
Related Party Transaction [Line Items]
Aggregate principal amount						$ 945,000
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Warrants purchase of common stock, shares		10,900,000
Warrants purchase price	11.50	$ 0.50
Issuance of warrants, value		$ 5,450,000
Amount deposit in trust account		$ 3,450,000
Sale of stock price per share	$ 0.50	$ 10.10								$ 0.50
Common Stock, Convertible, Conversion Price, Increase		0.50
Private Placement Warrants [Member] | Common Stock [Member]
Related Party Transaction [Line Items]
Warrants purchase price		$ 11.50
Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares		2,875,000
Stock issued during period, value		$ 25,000
Director [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares issued for services		277,576
Certain Members [Member]
Related Party Transaction [Line Items]
Stock issued during period, shares issued for services		60,000
Directors and Certain Members [Member]
Related Party Transaction [Line Items]
Capital contribution for transfer of founder shares to directors and advisors, shares		337,576
Fair value of shares issued		$ 34

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)				6 Months Ended
	Jul. 23, 2022	Sep. 27, 2021	Sep. 23, 2021	Jun. 30, 2023	Dec. 31, 2022	Sep. 17, 2021
Loss Contingencies [Line Items]
Underwriting discount						$ 10
Percentage of aggregate sales price of securities sold	5%
Deferred underwriting commissions				$ 4,025,000	$ 4,025,000
Aggregrate 3% [Member]
Loss Contingencies [Line Items]
Aggregrate value	$ 100,000,000
Aggregrate 3% [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Aggregrate value	200,000,000
Aggregrate 2% [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Aggregrate value	100,000,000
Aggregrate 1% [Member]
Loss Contingencies [Line Items]
Aggregrate value	200,000,000
Chardan [Member]
Loss Contingencies [Line Items]
Management fee	$ 800,000
Percentage of aggregate value of initial public combination	1%
Aggregrate reimbursable out of pocket expenses				$ 150,000
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Sale private placement warrants			11,500,000
Underwriting discount				$ 0.20
Sale of Stock, Consideration Received on Transaction			$ 115,000,000	$ 2,300,000
Offering expenses				$ 100,000
Public or Private Securities [Member]
Loss Contingencies [Line Items]
Percentage of aggregate sales price of securities sold	1%
Underwriters [Member]
Loss Contingencies [Line Items]
Shares for future issuance				1,500,000
Underwriters [Member] | Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Sale private placement warrants			1,500,000
Proceeds from sale of stock		$ 15,000,000

SCHEDULE OF COMMON STOCK REDEMP

SCHEDULE OF COMMON STOCK REDEMPTION (Details) - USD ($)	3 Months Ended	6 Months Ended		12 Months Ended
	Dec. 31, 2021	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Common Stock Subject To Possible Redemption
Gross proceeds from IPO	$ 115,000,000
Offering costs allocated to common stock subject to possible redemption	(6,498,541)
Proceeds allocated to public warrants	(2,357,500)
Deposit to Trust Account from private placement	1,150,000
Remeasurement of common stock subject to possible redemption	8,856,041	$ 438,012		$ 1,422,276
Balance, December 31, 2022		19,571,562	$ 116,150,000	116,150,000
Redemption of common stock		(6,721,795)		(98,000,714)
Deposits to Trust Account		690,000
Taxes withdrawn from Trust Account		(309,851)
Balance, June 30, 2023	$ 116,150,000	$ 13,667,929		$ 19,571,562

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)			1 Months Ended	6 Months Ended
	Sep. 17, 2021	Sep. 17, 2021	Mar. 31, 2021	Jun. 30, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized				100,000,000	100,000,000
Common stock, par value	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Preferred stock, shares authorized				1,000,000	1,000,000
Preferred stock, par value				$ 0.0001	$ 0.0001
Number of common shares issued		10,000,000
Share issued price per share	11.50	$ 11.50
Preferred stock, shares outstanding				0	0
Exercise price	$ 11.50	$ 11.50
Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price				$ 9.50
Public Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price				11.50
IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common shares issued	10,000,000
Description on sale of stock	Each Unit consists of one share of Common Stock, one Right and one Public Warrant. Each Right entitles the holder thereof to receive one-fifteenth (1/15) of one share of Common Stock upon the consummation of an Initial Business Combination. Each redeemable Public Warrant entitles the holder to purchase one half (1/2) of one share of Common Stock at a price of $11.50 per full share, subject to adjustment
Founder Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common shares issued			2,875,000
Share issued price per share			$ 0.01
Stock issued during period, value			$ 25,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price				16.50
Exercise price				$ 0.01
Description on sale of stock				Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 165% of the Market Value

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Aug. 16, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Effective tax rate		(9.00%)	0%	(10.50%)	0%
Effective tax rate - statutory income tax rate				21%
Effective taxable description	President Biden signed into law the Inflation Reduction Act of 2022, which includes a 15% minimum tax on the adjusted financial statement income of corporations with a three taxable year average annual adjusted financial statement income in excess of $1 billion, a 1% excise tax on net stock repurchases made by publicly traded US corporations and several tax incentives to promote clean energy. The alternative minimum tax and the excise tax are effective in taxable years beginning after December 31, 2022
Excise tax payable		$ 67,218		$ 67,218

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	Aug. 16, 2023	Jul. 14, 2023
Extension Note Second Drawdown [Member]
Subsequent Event [Line Items]
Extension note		$ 65,000
Extension Note Third Drawdown [Member]
Subsequent Event [Line Items]
Extension note	$ 65,000