Nova Vision Acquisition (RMSG) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 13, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40713
Entity Registrant Name	NOVA VISION ACQUISITION CORP.
Entity Central Index Key	0001858028
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	2 Havelock Road
Entity Address, Country	SG
Entity Address, Postal Zip Code	059763
City Area Code	+65
Local Phone Number	87183000
Entity Current Reporting Status	No
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		3,571,612
Units [Member]
Title of 12(b) Security	Units, each consisting of one Ordinary Share, par value $0.0001 per share, one Redeemable Warrant
Trading Symbol	NOVVU
Security Exchange Name	NASDAQ
Ordinary Share [Member]
Title of 12(b) Security	Ordinary Share
Trading Symbol	NOVV
Security Exchange Name	NASDAQ
Warrants [Member]
Title of 12(b) Security	Warrants
Trading Symbol	NOVVW
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	NOVVR
Security Exchange Name	NASDAQ

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 162,556	$ 163,442
Prepaid expenses	10,467	121,259
Total Current Assets	173,023	284,701
Investments held in trust account	17,390,840	18,742,020
TOTAL ASSETS	17,563,863	19,026,721
Current liabilities:
Accrued expenses	10,527	17,027
Extension note payable, related party	1,389,799	650,030
Total Current Liabilities	2,009,637	796,508
Deferred Underwriting Compensation	750,000	750,000
TOTAL LIABILITIES	2,759,637	1,546,508
Commitments and contingencies
Ordinary shares subject to possible redemption, 1,550,297 and 1,803,612 shares issued and outstanding at redemption value at September 30, 2023 and December 31, 2022, respectively	17,390,840	18,742,020
Shareholders’ deficit:
Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,768,000 shares issued and outstanding (excluding 1,550,297 and 1,803,612 shares to redemption as of September 30, 2023 and December 31, 2022, respectively)	177	177
Accumulated deficit	(2,586,791)	(1,261,984)
Total Shareholders’ Deficit	(2,586,614)	(1,261,807)
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT	17,563,863	19,026,721
Related Party [Member]
Current liabilities:
Amount due to a related party	609,311	129,451
Extension note payable, related party	$ 1,389,799	$ 650,030

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Temporary equity, shares isssued	1,550,297	1,803,612
Temporary equity, shares outstanding	1,550,297	1,803,612
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	1,768,000	1,768,000
Common stock, shares outstanding	1,768,000	1,768,000
Subject to redemption shares	1,550,297	1,803,612

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
General and administrative expenses	$ (223,252)	$ (177,298)	$ (585,047)	$ (564,644)
Other income:
Dividend income earned in investments held in Trust Account	233,942	264,390	665,118	351,615
Interest income	6	11	10	43
Exchange gain		47		47
Total other income	233,948	264,448	665,128	351,705
Income (loss) before income taxes	10,696	87,150	80,081	(212,939)
Income taxes
NET INCOME (LOSS)	$ 10,696	$ 87,150	$ 80,081	$ (212,939)
Basic weighted average shares outstanding, ordinary shares subject to possible redemption	1,643,913	5,750,000	1,749,794	5,750,000
Diluted weighted average shares outstanding, ordinary shares subject to possible redemption	1,643,913	5,750,000	1,749,794	5,750,000
Basic net income per ordinary shares subject to possible redemption	$ 0	$ 0.09	$ 0.02	$ 0.26
Diluted net income per ordinary shares subject to possible redemption	$ 0	$ 0.09	$ 0.02	$ 0.26
Basic weighted average shares outstanding, ordinary shares attributable to Nova Vision Acquisition Corporation	1,768,000	1,768,000	1,768,000	1,768,000
Diluted weighted average shares outstanding, ordinary shares attributable to Nova Vision Acquisition Corporation	1,768,000	1,768,000	1,768,000	1,768,000
Basic net income (loss), ordinary shares attributable to Nova Vision Acquisition Corporation	$ 0	$ (0.26)	$ 0.02	$ (0.96)
Diluted net income (loss), ordinary shares attributable to Nova Vision Acquisition Corporation	$ 0	$ (0.26)	$ 0.02	$ (0.96)

Consolidated Statements of Chan

Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 177	$ 6,540,198	$ (378,461)	$ 6,161,914
Balance, shares at Dec. 31, 2021	1,768,000
Net income (loss) for the period			(212,939)	(212,939)
Accretion of carrying value to redemption value		(6,540,198)	(446,376)	(6,986,574)
Balance at Sep. 30, 2022	$ 177		(1,037,776)	(1,037,599)
Balance, shares at Sep. 30, 2022	1,768,000
Balance at Jun. 30, 2022	$ 177	1,574,412	(678,550)	896,039
Balance, shares at Jun. 30, 2022	1,768,000
Net income (loss) for the period			87,150	87,150
Accretion of carrying value to redemption value		(1,574,412)	(446,376)	(2,020,788)
Balance at Sep. 30, 2022	$ 177		(1,037,776)	(1,037,599)
Balance, shares at Sep. 30, 2022	1,768,000
Balance at Dec. 31, 2022	$ 177		(1,261,984)	(1,261,807)
Balance, shares at Dec. 31, 2022	1,768,000
Remeasurement of carrying value to redemption value			(1,404,888)	(1,404,888)
Net income (loss) for the period			80,081	80,081
Balance at Sep. 30, 2023	$ 177		(2,586,791)	(2,586,614)
Balance, shares at Sep. 30, 2023	1,768,000
Balance at Jun. 30, 2023	$ 177		(2,148,987)	(2,148,810)
Balance, shares at Jun. 30, 2023	1,768,000
Remeasurement of carrying value to redemption value			(448,500)	(448,500)
Net income (loss) for the period			10,696	10,696
Balance at Sep. 30, 2023	$ 177		$ (2,586,791)	$ (2,586,614)
Balance, shares at Sep. 30, 2023	1,768,000

Consolidated Statement of Cash

Consolidated Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 80,081	$ (212,939)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Dividend income earned in investments held in trust account	(665,118)	(351,615)
Change in operating assets and liabilities:
Prepaid expenses	110,791	(43,015)
Accrued expenses	(6,500)	81,600
Net cash used in operating activities	(480,746)	(525,969)
Cash flows from investing activities:
Cash withdrawn from Trust Account in connection to redemption	2,756,067
Proceeds of promissory notes deposited in trust account by a founder shareholder	(739,769)
Net cash provided by investing activities	2,016,298
Cash flows from financing activities:
Redemption of common stock	(2,756,067)
Proceeds from promissory notes	739,769
Proceeds from a related party	479,860	365
Net cash (used in) provided by financing activities	(1,536,438)	365
NET CHANGE IN CASH	(886)	(525,604)
CASH, BEGINNING OF PERIOD	163,442	752,635
CASH, END OF PERIOD	162,556	227,031
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Remeasurement of carrying value to redemption value	1,404,888
Accretion of carrying value to redemption value		6,986,574
Proceeds of promissory notes deposited in Trust Account by a founder shareholder		$ 575,000

ORGANIZATION AND BUSINESS BACKG

ORGANIZATION AND BUSINESS BACKGROUND	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS BACKGROUND	NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND Nova Vision Acquisition Corp. (the “Company” or “we”, “us” and “our”) is a newly organized blank check company incorporated on March 18, 2021, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on that are in the PropTech, FinTech, ConsumerTech, Supply Chain Management industries or technology companies that serve these or other sectors in Asia (excluding China). Real Messenger Corporation (“PubCo”) is a company incorporated on June 27, 2023, under the laws of the Cayman Islands for the purpose of effecting the business combination. PubCo is wholly owned by the Company. RM2 Limited (“Merger Sub”) is a company incorporated on June 27, 2023, under the laws of the Cayman Islands for the purpose of effecting the business combination. Merger Sub is wholly owned by PubCo. The Company’s entire activities from inception up to August 10, 2021 were in preparation for the initial public offering. Since the initial public offering, the Company’s activity has been limited to the evaluation of business combination candidates. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s initial public offering (the “Initial Public Offering” as described in Note 4) became effective on August 5, 2021. On August 10, 2021, the Company consummated the Initial Public Offering of 5,000,000 50,000,000 750,000 10.00 7,500,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 307,500 10.00 3,075,000 Transaction costs amounted to $ 1,207,980 1,006,250 201,730 Trust Account Upon the closing of the Initial Public Offering and over-allotment exercised, $ 55,000,000 58,075,000 3,075,000 3,946,388 10.29 40,622,540 253,315 10.88 2,756,067 Business Combination Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80 The Company may, however, structure a Business Combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete such Business Combination if the post-transaction company owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. The Company will either seek shareholder approval of any Business Combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with a Business Combination only if it will have net tangible assets of at least $ 5,000,001 Notwithstanding the foregoing, a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 15% or more of the ordinary shares sold in the Initial Public Offering without the Company’s prior consent. In connection with any shareholder vote required to approve any Business Combination, the Sponsor and any of the Company’s officers and directors that hold Founder Shares (as described in Note 6) (the “ Initial Shareholders”) will agree (i) to vote any of their respective shares, including the ordinary shares sold to the Initial Shareholders in connection with the organization of the Company (the “Initial Shares”), ordinary shares included in the Private Units to be sold in the Private Placement, and any ordinary shares which were initially issued in connection with the Initial Public Offering, whether acquired in or after the effective date of the Initial Public Offering, in favor of the initial Business Combination; (b) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Shares into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. On March 27, 2023, the Company entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between the Company and Real Messenger Holdings Limited, a Cayman Islands exempted company. pursuant to which (a) the Company will form Real Messenger Corporation, a Cayman Islands exempted company, as its wholly owned subsidiary (“Purchaser”), (b) Purchaser will form RM2 Limited, a Cayman Islands exempted company, as its wholly owned subsidiary (“Merger Sub”), (c) the Company will be merged with and into Purchaser (the “Reincorporation Merger”), with Purchaser surviving the Reincorporation Merger, and (d) Merger Sub will be merged with and into the Company (the “Acquisition Merger”), with the Company surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the “Business Combination”). Pursuant to the Merger Agreement, Purchaser will issue 7,500,000 10.00 75,000,000 6,000,000 1,500,000 4,500,000 10.00 45,000,000 4,050,000 450,000 Holdback Shares 3,600,000 900,000 Amendment No. 2 5,000,000 500,000 Liquidation For the nine months ended September 30, 2023, the Company incurred net income of $ 80,081 480,746 162,556 1,836,614 12 575,000 0.10 0.0416 0.045 10.00 100 Liquidity and Going Concern Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor or third parties as discussed in Note 6. In connection with the Company’s assessment of going concern in accordance with the authoritative guidance in ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until December 10, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date without an extension to the acquisition period, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 10, 2023.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES ● Basis of presentation These accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial statements and Article 8 of Regulation S-X. They do not include all of the information and notes required by U.S. GAAP for complete financial statements. The unaudited consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year. ● Principles of consolidation The unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying unaudited consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership Real Messenger Corporation (“PubCo”) A Cayman Islands company incorporated on June 27, 2023 100% Owned by Nova RM2 Limited (“Merger Sub”) A Cayman Islands company incorporated on June 27, 2023 100% Owned by PubCo ● Emerging growth company The Company is an “ emerging growth company Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated 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 In preparing these unaudited consolidated financial statements in conformity with U.S. GAAP, management makes 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 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, Actual results may differ from these estimates. ● Cash 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 September 30, 2023 and December 31, 2022. ● Investment held in trust account At September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. These securities are presented on the unaudited consolidated balance sheets at fair value at the end of each reporting period. Earnings on these securities is included in dividend income in the accompanying Statements of Operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. ● Warrant accounting The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in 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 ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, 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. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As the warrants issued upon the Initial Public Offering and private placements meet the criteria for equity classification under ASC 815, therefore, the warrants are classified as equity as of September 30, 2023 and December 31, 2022. ● Income taxes Income taxes are determined in accordance with the provisions of FASB ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their unaudited consolidated financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the unaudited consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company’s tax provision is zero The Company is considered to be an exempted British Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. ● Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ (deficit) equity. As of September 30, 2023 and December 31, 2022, 1,550,297 1,803,612 ● Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share 3,075,000 The net income (loss) per share presented in the unaudited consolidated statement of operations is based on the following: SCHEDULE OF NET LOSS PER SHARE For the Nine For the Nine Net income (loss) $ 80,081 $ (212,939 ) Accretion of carrying value to redemption value - (6,986,574 ) Net loss including accretion of carrying value to redemption value $ 80,081 $ (7,199,513 ) For the three For the three Net income $ 10,696 $ 87,150 Accretion of carrying value to redemption value - (2,020,788 ) Net income (loss) including accretion of carrying value to redemption value $ 10,696 $ (1,933,638 ) SCHEDULE OF NET LOSS BASIC AND DILUTED PER SHARE Redeemable Non-Redeemable Redeemable Non-Redeemable For the Nine Months Ended For the Nine Months Ended September 30, 2023 September 30, 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net income (loss) including carrying value to redemption value $ 39,833 $ 40,249 $ (5,506,411 ) $ (1,693,102 ) Accretion of carrying value to redemption value - - 6,986,574 - Allocation of net income (loss) $ 39,833 $ 40,249 $ 1,480,163 $ (1,693,102 ) Denominators: Weighted-average shares outstanding 1,749,794 1,768,000 5,750,000 1,768,000 Basic and diluted net income (loss) per share $ 0.02 $ 0.02 $ 0.26 $ (0.96 ) Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended September 30, 2023 September 30, 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Ordinary Share Ordinary Share Ordinary Share Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ 5,154 $ 5,542 $ (1,478,906 ) $ (454,732 ) Accretion of carrying value to redemption value - - 2,020,788 - Allocation of net income (loss) $ 5,154 $ 5,542 $ 541,882 $ (454,732 ) Denominators: Weighted-average shares outstanding 1,643,913 1,768,000 5,750,000 1,768,000 Basic and diluted net income (loss) per share $ 0.00 $ 0.00 $ 0.09 $ (0.26 ) ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. ● Fair value of financial instruments FASB ASC Topic 820 Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the unaudited consolidated balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of September 30, 2023 and December 31, 2022 due to the short maturities of such instruments. ● Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. ● Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited financial statements.

INVESTMENT HELD IN TRUST ACCOUN

INVESTMENT HELD IN TRUST ACCOUNT	9 Months Ended
	Sep. 30, 2023
Investments, All Other Investments [Abstract]
INVESTMENT HELD IN TRUST ACCOUNT	NOTE 3 — INVESTMENT HELD IN TRUST ACCOUNT As of September 30, 2023, investment securities in the Company’s Trust Account consisted of $ 17,390,840 0 As of December 31, 2022, investment securities in the Company’s Trust Account consisted of $ 18,742,020 0 On November 9, 2022, 3,946,388 10.29 40,622,539 On August 3, 2023, 253,315 10.88 2,756,067 The carrying value, including fair value of held to marketable securities on September 30, 2023 and December 31, 2022 are as follows: SCHEDULE OF MARKETABLE SECURITIES September 30, December 31, 2023 2022 Balance brought forward $ 18,742,020 $ 58,076,604 Gross proceeds from IPO - Plus: Dividend income earned in Trust Account 665,118 637,925 Business combination extension fee 739,769 650,030 Less: Share redemption during the year (2,756,067 ) (40,622,539 ) Balance carried forward $ 17,390,840 $ 18,742,020

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2023
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 4 – INITIAL PUBLIC OFFERING On August 10, 2021, the Company sold 5,000,000 10.00 750,000 The Company paid an upfront underwriting discount of $ 1,006,250 1.75 750,000

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2023
Private Placement
PRIVATE PLACEMENT	NOTE 5 – PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) with its sponsor of 307,500 10.00 3,075,000 The Private Units are identical to the units sold in the Initial Public Offering except with respect to certain registration rights and transfer restrictions.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6 – RELATED PARTY TRANSACTIONS Founder Shares On March 18, 2021, the Company issued an aggregate of 100,000 10 On March 31, 2021, the Company issued an aggregate of 1,150,000 24,990 In April 2021, the Company issued the additional 187,500 Advances from a Related Party As of September 30, 2023 and December 31, 2022, the Company had temporary advances of $ 609,311 129,451 Administrative Services Agreement The Company is obligated, commencing from April 1, 2021, to pay Nova Pulsar Holdings Limited a monthly fee of $ 10,000 210,000 120,000 Related Party Extensions Loan The Company will have until 12 months from the consummation of the Initial Public Offering to consummate the initial Business Combination. However, if the Company anticipates that the Company may not be able to consummate the initial Business Combination within 12 months (or 15 months if the Company has filed a proxy statement, registration statement or similar filing for an initial Business Combination within 12 months from the consummation of the Initial Public Offering but have not completed the initial Business Combination within such 12-month period), the Company may, but is not obligated to, extend the period of time to consummate a Business Combination three times (or two times) by an additional three months each time for a total of up to 21 months to complete a Business Combination. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and American Stock Transfer & Trust Company, in order to extend the time available for us to consummate our initial Business Combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 575,000 0.0416 0.045 10.00 On August 4, 2022, the Company issued an unsecured promissory note in an amount of $ 575,000 10.00 On each of December 8, 2022, January 5, 2023, February 7, 2023, March 7, 2023, April 7, 2023, May 2, 2023, June 8, 2023 and July 5, 2023, the Company issued an unsecured promissory note in an amount of $ 75,030 10.00 On each of August 3, 2023, September 6, 2023, October 6, 2023 and November 6, 2023, the Company issued an unsecured promissory note in an amount of $ 69,763 10.00 As of September 30, 2023 and December 31, 2022, the note payable balance was $ 1,389,799 650,030 Promissory Note Payable — Related Party On September 28, 2023, the Company issued an unsecured promissory note in an amount of $1,500,000 10.00

SHAREHOLDERS_ DEFICIT

SHAREHOLDERS’ DEFICIT	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 7 – SHAREHOLDERS’ DEFICIT Ordinary shares The Company is authorized to issue 500,000,000 0.0001 one vote for each share 1,768,000 1,550,297 1,803,612 Rights Each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. In the event the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively convert the rights in order to receive the one-tenth (1/10) of an ordinary share underlying each right upon consummation of a Business Combination. If the Company is unable to complete a Business Combination within the required time period and the Company redeems the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. Warrants The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 12 months from the closing of this Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 52 business days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $ 0.01 ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $ 16.5 ● if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares 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 Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering. The private warrants (including the ordinary shares issuable upon exercise of the private warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described herein). If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The Company assessed the key terms applicable to the Public Warrants as well as the Private Warrants and believes the Public Warrants and Private Warrants, if were issued, should be classified as equity in accordance with ASC 480 and ASC 815.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 – COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s unaudited financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited consolidated financial statements. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, if the Company is unable to complete a Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and redeem 100 Registration Rights The holders of the founder shares issued and outstanding on the date of the Company’s prospectus for its initial public offering, as well as the holders of the Private Units (and all underlying securities) and any securities our initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this Initial Public Offering. 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 these ordinary shares are to be released from escrow. The holders of a majority of the Private Units (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) or loans to extend our life can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $ 750,000 1.75

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS In accordance with ASC 855, Subsequent Events On October 6, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $ 69,763 On November 6, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $ 69,763 On October 27, 2023, the Company, Purchaser and Merger Sub entered into an Amendment No. 2 to the Merger Agreement (the “ Amendment No. 2 5,000,000 500,000

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of presentation	● Basis of presentation These accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial statements and Article 8 of Regulation S-X. They do not include all of the information and notes required by U.S. GAAP for complete financial statements. The unaudited consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year.
Principles of consolidation	● Principles of consolidation The unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. The accompanying unaudited consolidated financial statements reflect the activities of the Company and each of the following entities: Name Background Ownership Real Messenger Corporation (“PubCo”) A Cayman Islands company incorporated on June 27, 2023 100% Owned by Nova RM2 Limited (“Merger Sub”) A Cayman Islands company incorporated on June 27, 2023 100% Owned by PubCo
Emerging growth company	● Emerging growth company The Company is an “ emerging growth company Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated 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 In preparing these unaudited consolidated financial statements in conformity with U.S. GAAP, management makes 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 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, Actual results may differ from these estimates.
Cash	● Cash 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 September 30, 2023 and December 31, 2022.
Investment held in trust account	● Investment held in trust account At September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. These securities are presented on the unaudited consolidated balance sheets at fair value at the end of each reporting period. Earnings on these securities is included in dividend income in the accompanying Statements of Operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets.
Warrant accounting	● Warrant accounting The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in 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 ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, 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. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. As the warrants issued upon the Initial Public Offering and private placements meet the criteria for equity classification under ASC 815, therefore, the warrants are classified as equity as of September 30, 2023 and December 31, 2022.
Income taxes	● Income taxes Income taxes are determined in accordance with the provisions of FASB ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their unaudited consolidated financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the unaudited consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company’s tax provision is zero The Company is considered to be an exempted British Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.
Ordinary shares subject to possible redemption	● Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ (deficit) equity. As of September 30, 2023 and December 31, 2022, 1,550,297 1,803,612
Net income (loss) per ordinary share	● Net income (loss) per ordinary share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share 3,075,000 The net income (loss) per share presented in the unaudited consolidated statement of operations is based on the following: SCHEDULE OF NET LOSS PER SHARE For the Nine For the Nine Net income (loss) $ 80,081 $ (212,939 ) Accretion of carrying value to redemption value - (6,986,574 ) Net loss including accretion of carrying value to redemption value $ 80,081 $ (7,199,513 ) For the three For the three Net income $ 10,696 $ 87,150 Accretion of carrying value to redemption value - (2,020,788 ) Net income (loss) including accretion of carrying value to redemption value $ 10,696 $ (1,933,638 ) SCHEDULE OF NET LOSS BASIC AND DILUTED PER SHARE Redeemable Non-Redeemable Redeemable Non-Redeemable For the Nine Months Ended For the Nine Months Ended September 30, 2023 September 30, 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net income (loss) including carrying value to redemption value $ 39,833 $ 40,249 $ (5,506,411 ) $ (1,693,102 ) Accretion of carrying value to redemption value - - 6,986,574 - Allocation of net income (loss) $ 39,833 $ 40,249 $ 1,480,163 $ (1,693,102 ) Denominators: Weighted-average shares outstanding 1,749,794 1,768,000 5,750,000 1,768,000 Basic and diluted net income (loss) per share $ 0.02 $ 0.02 $ 0.26 $ (0.96 ) Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended September 30, 2023 September 30, 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Ordinary Share Ordinary Share Ordinary Share Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ 5,154 $ 5,542 $ (1,478,906 ) $ (454,732 ) Accretion of carrying value to redemption value - - 2,020,788 - Allocation of net income (loss) $ 5,154 $ 5,542 $ 541,882 $ (454,732 ) Denominators: Weighted-average shares outstanding 1,643,913 1,768,000 5,750,000 1,768,000 Basic and diluted net income (loss) per share $ 0.00 $ 0.00 $ 0.09 $ (0.26 )
Related parties	● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Fair value of financial instruments	● Fair value of financial instruments FASB ASC Topic 820 Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the unaudited consolidated balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of September 30, 2023 and December 31, 2022 due to the short maturities of such instruments.
Concentration of credit risk	● Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent accounting pronouncements	● Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited financial statements.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SCHEDULE OF NET LOSS PER SHARE	The net income (loss) per share presented in the unaudited consolidated statement of operations is based on the following: SCHEDULE OF NET LOSS PER SHARE For the Nine For the Nine Net income (loss) $ 80,081 $ (212,939 ) Accretion of carrying value to redemption value - (6,986,574 ) Net loss including accretion of carrying value to redemption value $ 80,081 $ (7,199,513 ) For the three For the three Net income $ 10,696 $ 87,150 Accretion of carrying value to redemption value - (2,020,788 ) Net income (loss) including accretion of carrying value to redemption value $ 10,696 $ (1,933,638 )
SCHEDULE OF NET LOSS BASIC AND DILUTED PER SHARE	SCHEDULE OF NET LOSS BASIC AND DILUTED PER SHARE Redeemable Non-Redeemable Redeemable Non-Redeemable For the Nine Months Ended For the Nine Months Ended September 30, 2023 September 30, 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net income (loss) per share: Numerators: Allocation of net income (loss) including carrying value to redemption value $ 39,833 $ 40,249 $ (5,506,411 ) $ (1,693,102 ) Accretion of carrying value to redemption value - - 6,986,574 - Allocation of net income (loss) $ 39,833 $ 40,249 $ 1,480,163 $ (1,693,102 ) Denominators: Weighted-average shares outstanding 1,749,794 1,768,000 5,750,000 1,768,000 Basic and diluted net income (loss) per share $ 0.02 $ 0.02 $ 0.26 $ (0.96 ) Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended September 30, 2023 September 30, 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Ordinary Share Ordinary Share Ordinary Share Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ 5,154 $ 5,542 $ (1,478,906 ) $ (454,732 ) Accretion of carrying value to redemption value - - 2,020,788 - Allocation of net income (loss) $ 5,154 $ 5,542 $ 541,882 $ (454,732 ) Denominators: Weighted-average shares outstanding 1,643,913 1,768,000 5,750,000 1,768,000 Basic and diluted net income (loss) per share $ 0.00 $ 0.00 $ 0.09 $ (0.26 )

INVESTMENT HELD IN TRUST ACCO_2

INVESTMENT HELD IN TRUST ACCOUNT (Tables)	9 Months Ended
	Sep. 30, 2023
Investments, All Other Investments [Abstract]
SCHEDULE OF MARKETABLE SECURITIES	The carrying value, including fair value of held to marketable securities on September 30, 2023 and December 31, 2022 are as follows: SCHEDULE OF MARKETABLE SECURITIES September 30, December 31, 2023 2022 Balance brought forward $ 18,742,020 $ 58,076,604 Gross proceeds from IPO - Plus: Dividend income earned in Trust Account 665,118 637,925 Business combination extension fee 739,769 650,030 Less: Share redemption during the year (2,756,067 ) (40,622,539 ) Balance carried forward $ 17,390,840 $ 18,742,020

ORGANIZATION AND BUSINESS BAC_2

ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($)							3 Months Ended		9 Months Ended			12 Months Ended
	Oct. 27, 2023	Aug. 15, 2023	Aug. 03, 2023	Mar. 27, 2023	Nov. 09, 2022	Aug. 10, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Aug. 10, 2023	Sep. 30, 2022	Aug. 10, 2024	Sep. 28, 2023	Dec. 31, 2022	Aug. 04, 2022	Aug. 13, 2021
Share price													$ 10
Transaction costs									$ 1,207,980
Underwriting fees									1,006,250
Other offering costs									$ 201,730
Principal amount deposited in trust account						$ 55,000,000
Aggregate amount held in trust account						$ 58,075,000
Escrow Deposit																$ 3,075,000
Stock redeemed or called during period, shares			253,315		3,946,388
Share price					$ 10.29
Aggregate amount			$ 2,756,067		$ 40,622,540
Shares tendered for redemption			253,315
Redemption per share			$ 10.88
Aggregate market fair value percentage							80%		80%
Net income loss							$ 10,696	$ 87,150	$ 80,081		$ (212,939)
Cash used in operating activities									480,746		525,969
Cash							$ 162,556		162,556					$ 163,442
Working capital									$ 1,836,614
Threshold period from closing of public offering									12 months
Deposits			$ 2,756,067		$ 40,622,539
Public shares issued outstanding share price										$ 0.0416
Shares redemption of business combination not completed							100%		100%
Forecast [Member]
Additional public share issued outstanding, share price												$ 0.045
Common Stock [Member]
Net income loss
Merger Agreement [Member] | Closing Payment Shares [Member]
Number of shares issued		4,050,000		6,000,000
Merger Agreement [Member] | Holdback Shares [Member]
Number of shares issued		450,000		1,500,000
Merger Agreement [Member] | Holdback Shares [Member] | Subsequent Event [Member]
Number of shares issued	5,000,000
Merger Agreement [Member] | Class B Closing Payment Shares [Member]
Number of shares issued		3,600,000
Merger Agreement [Member] | Class A Closing Payment Shares [Member]
Number of shares issued		900,000
Merger Agreement [Member] | Covertible Notes Holders Shares [Member] | Subsequent Event [Member]
Number of shares issued	500,000
Merger Agreement [Member] | Common Stock [Member]
Share price		$ 10		$ 10
Number of shares issued		4,500,000		7,500,000
Number of shares issued, value		$ 45,000,000		$ 75,000,000
Minimum [Member]
Net tangible asset upon consummation of business combination							$ 5,000,001		$ 5,000,001
IPO [Member]
Number of units sold						5,000,000
Proceeds from public offering						$ 50,000,000
Share price						$ 10
Over-Allotment Option [Member]
Number of units sold						750,000
Proceeds from public offering						$ 7,500,000
Share price						$ 10	$ 0.10		$ 0.10						$ 10
Deposits							$ 575,000		$ 575,000
Private Placement [Member]
Number of units sold						307,500
Share price						$ 10	$ 10		$ 10
Proceeds from issuance private placement						$ 3,075,000			$ 3,075,000

SCHEDULE OF NET LOSS PER SHARE

SCHEDULE OF NET LOSS PER SHARE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Net income	$ 10,696	$ 87,150	$ 80,081	$ (212,939)
Accretion of carrying value to redemption value		(2,020,788)		(6,986,574)
Net income (loss) including accretion of carrying value to redemption value	$ 10,696	$ (1,933,638)	$ 80,081	$ (7,199,513)

SCHEDULE OF NET LOSS BASIC AND

SCHEDULE OF NET LOSS BASIC AND DILUTED PER SHARE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accretion of carrying value to redemption value		$ (2,020,788)		$ (6,986,574)
Weighted-average shares outstanding, basic	1,768,000	1,768,000	1,768,000	1,768,000
Weighted-average shares outstanding, diluted	1,768,000	1,768,000	1,768,000	1,768,000
Basic net income (loss) per share	$ 0	$ (0.26)	$ 0.02	$ (0.96)
Diluted net income (loss) per share	$ 0	$ (0.26)	$ 0.02	$ (0.96)
Redeemable Ordinary Shares [Member]
Allocation of net loss including carrying value to redemption value	$ 5,154	$ (1,478,906)	$ 39,833	$ (5,506,411)
Accretion of carrying value to redemption value		2,020,788		6,986,574
Allocation of net income (loss)	$ 5,154	$ 541,882	$ 39,833	$ 1,480,163
Weighted-average shares outstanding, basic	1,643,913	5,750,000	1,749,794	5,750,000
Weighted-average shares outstanding, diluted	1,643,913	5,750,000	1,749,794	5,750,000
Basic net income (loss) per share	$ 0	$ 0.09	$ 0.02	$ 0.26
Diluted net income (loss) per share	$ 0	$ 0.09	$ 0.02	$ 0.26
Non Redeemable Ordinary Shares [Member]
Allocation of net loss including carrying value to redemption value	$ 5,542	$ (454,732)	$ 40,249	$ (1,693,102)
Accretion of carrying value to redemption value
Allocation of net income (loss)	$ 5,542	$ (454,732)	$ 40,249	$ (1,693,102)
Weighted-average shares outstanding, basic	1,768,000	1,768,000	1,768,000	1,768,000
Weighted-average shares outstanding, diluted	1,768,000	1,768,000	1,768,000	1,768,000
Basic net income (loss) per share	$ 0	$ (0.26)	$ 0.02	$ (0.96)
Diluted net income (loss) per share	$ 0	$ (0.26)	$ 0.02	$ (0.96)

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Unrecognized tax benefits	$ 0		$ 0		$ 0
Accrued for interest and penalties	0		0		$ 0
Income taxes
Subject to possible redemption shares	1,550,297		1,550,297		1,803,612
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued, shares	3,075,000		3,075,000		3,075,000

SCHEDULE OF MARKETABLE SECURITI

SCHEDULE OF MARKETABLE SECURITIES (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Investments, All Other Investments [Abstract]
Balance brought forward	$ 18,742,020	$ 58,076,604
Gross proceeds from IPO
Dividend income earned in Trust Account	665,118	637,925
Business combination extension fee	739,769	650,030
Share redemption during the year	(2,756,067)	(40,622,539)
Balance carried forward	$ 17,390,840	$ 18,742,020

INVESTMENT HELD IN TRUST ACCO_3

INVESTMENT HELD IN TRUST ACCOUNT (Details Narrative) - USD ($)	Aug. 03, 2023	Nov. 09, 2022	Sep. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Line Items]
Investment securities in trust account			$ 17,390,840	$ 18,742,020
Cash			162,556	163,442
Stock redeemed, shares	253,315	3,946,388
Share price	$ 10.88	$ 10.29
Deposits	$ 2,756,067	$ 40,622,539
US Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Investment securities in trust account			17,390,840	18,742,020
Cash			$ 0	$ 0

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	Aug. 10, 2021	Sep. 30, 2023	Sep. 28, 2023	Aug. 04, 2022
Subsidiary, Sale of Stock [Line Items]
Price per unit			$ 10
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold	5,000,000
Price per unit	$ 10
Upfront underwriting discount	$ 1,006,250
Underwriting expense ratio	1.75%
Payments for underwriting expense	$ 750,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold	750,000
Price per unit	$ 10	$ 0.10		$ 10

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - USD ($)		9 Months Ended
	Aug. 10, 2021	Sep. 30, 2023	Sep. 28, 2023
Subsidiary, Sale of Stock [Line Items]
Price per unit			$ 10
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Partners capital account units sold in private placement		307,500
Price per unit	$ 10	$ 10
Proceeds from private placement	$ 3,075,000	$ 3,075,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)				1 Months Ended	9 Months Ended		12 Months Ended
	Apr. 01, 2021	Mar. 31, 2021	Mar. 18, 2021	Apr. 30, 2021	Sep. 30, 2023	Aug. 10, 2023	Aug. 10, 2024	Dec. 31, 2022	Nov. 06, 2023	Oct. 06, 2023	Sep. 28, 2023	Sep. 06, 2023	Aug. 03, 2023	Jul. 05, 2023	Jun. 08, 2023	May 02, 2023	Apr. 07, 2023	Mar. 07, 2023	Feb. 07, 2023	Jan. 05, 2023	Dec. 08, 2022	Nov. 09, 2022	Aug. 04, 2022	Aug. 10, 2021
Related Party Transaction [Line Items]
Deposits into trust account													$ 2,756,067									$ 40,622,539
Public share issued outstanding share price						$ 0.0416
Price per unit											$ 10
Unsecured promissory note											$ 1,500,000
Notes payable					$ 1,389,799			$ 650,030
Forecast [Member]
Related Party Transaction [Line Items]
Additional public share issued outstanding, share price							$ 0.045
Related Party [Member]
Related Party Transaction [Line Items]
Other liabilities, current					609,311			129,451
Notes payable					1,389,799			650,030
Administrative Services Agreement [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Other liabilities, current					210,000			120,000
General and Administrative Expense [Member] | Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Debt instrument, periodic payment	$ 10,000
IPO [Member]
Related Party Transaction [Line Items]
Price per unit																								$ 10
IPO [Member] | Administrative Service [Member]
Related Party Transaction [Line Items]
Proceeds from related party					609,311			$ 129,451
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Deposits into trust account					$ 575,000
Price per unit					$ 0.10																		$ 10	10
Unsecured promissory note																							$ 575,000
Private Placement [Member]
Related Party Transaction [Line Items]
Price per unit					$ 10																			$ 10
Founder [Member]
Related Party Transaction [Line Items]
Sale of units in initial public offering, shares		1,150,000	100,000	187,500
Sale of units in initial public offering, value		$ 24,990	$ 10
Sponsor [Member] | Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Price per unit												$ 10	$ 10	$ 10	$ 10	$ 10	$ 10	$ 10	$ 10	$ 10	$ 10
Unsecured promissory note												$ 69,763	$ 69,763	$ 75,030	$ 75,030	$ 75,030	$ 75,030	$ 75,030	$ 75,030	$ 75,030	$ 75,030
Sponsor [Member] | Unsecured Promissory Note [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Price per unit										$ 10
Unsecured promissory note									$ 69,763	$ 69,763

SHAREHOLDERS_ DEFICIT (Details

SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, voting rights	one vote for each share
Common stock shares issued	1,768,000	1,768,000
Common stock shares outstanding	1,768,000	1,768,000
Financial instruments subject to mandatory redemptions Settlement terms number of shares	1,550,297	1,803,612
Sale of stock, description of transaction	Each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. In the event the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively convert the rights in order to receive the one-tenth (1/10) of an ordinary share underlying each right upon consummation of a Business Combination.
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Class of warrant or right exercise price of warrants or rights	$ 0.01
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Temporary equity, par value	$ 16.5

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)	9 Months Ended
	Sep. 30, 2023 USD ($)
Subsidiary, Sale of Stock [Line Items]
Shares redemption of business combination not completed	100%
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance in IPO and private placement	$ 750,000
Underwriting agreement of deferred fee	1.75%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)

Oct. 27, 2023

Aug. 15, 2023

Mar. 27, 2023

Nov. 06, 2023

Oct. 06, 2023

Sep. 28, 2023

Sep. 06, 2023

Aug. 03, 2023

Jul. 05, 2023

Jun. 08, 2023

May 02, 2023

Apr. 07, 2023

Mar. 07, 2023

Feb. 07, 2023

Jan. 05, 2023

Dec. 08, 2022

Subsequent Event [Line Items]

Unsecured promissory note

$ 1,500,000

Merger Agreement [Member] | Holdback Shares [Member]

Subsequent Event [Line Items]

Number of shares issued

450,000

1,500,000

Subsequent Event [Member] | Merger Agreement [Member] | Holdback Shares [Member]

Subsequent Event [Line Items]

Number of shares issued

5,000,000

Subsequent Event [Member] | Merger Agreement [Member] | Covertible Notes Holders Shares [Member]

Subsequent Event [Line Items]

Number of shares issued

500,000

Unsecured Promissory Note [Member] | Sponsor [Member]

Subsequent Event [Line Items]

Unsecured promissory note

$ 69,763

$ 69,763

$ 75,030

$ 75,030

$ 75,030

$ 75,030

$ 75,030

$ 75,030

$ 75,030

$ 75,030

Unsecured Promissory Note [Member] | Sponsor [Member] | Subsequent Event [Member]

Subsequent Event [Line Items]

Unsecured promissory note

$ 69,763

$ 69,763