| Summary of Significant Accounting Policies | Note
2 – Summary of Significant Accounting Policies Basis
of Presentation The
accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted
in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission
(“SEC”). These
unaudited financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto
included in the Annual Report for the year ended December 31, 2022, which are included in Form 10-K filed on March 31, 2023 and amended
in the Form 10-K/A filed on June 18, 2024. Emerging
Growth Company The
Company is an emerging growth company as defined by Section 2(a) of 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 no
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosures obligations regarding executive compensation in its periodic reports and proxy statements, and exceptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payment not previously
approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out
of such extended transition period which means that when a standard is issued or revised, and it has different application dates for
public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used. Use
of Estimates The
preparation of financial statements in conformity with 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. Actual results could differ from those estimates.
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. Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had $ 101,629 110,991 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
which, at times may exceed the Federal depository insurance coverage of $ 250,000 Marketable
Securities Held in Trust Account The
Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance
sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held
in Trust Account are included in interest earned and unrealized gain on marketable securities held in Trust Account in the accompanying
statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
The Company had $ 123,219,259 118,228,816 7,500 7,500 7,500 During
the three months ended June 30, 2023 and 2022, interest earned from the Trust account amounted to $ 1,429,552 163,331 929,387 79,998 500,165 83,333 During
the six months ended June 30, 2023 and 2022, interest earned from the Trust account amounted to $ 2,697,945 172,722 2,197,780 89,384 500,165 83,333 Offering
Costs Associated with the Initial Public Offering The
Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”.
Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering. Upon
completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial
Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants and
Rights were charged to equity. Offering costs allocated to the ordinary shares were charged against the carrying value of ordinary shares
subject to possible redemption upon the completion of the Initial Public Offering. Ordinary
Shares Subject to Possible Redemption The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is
classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares
that feature 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, ordinary shares are classified
as stockholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside
of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible
redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s
balance sheets. All
of the 11,500,000 11,500,000 The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares
to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary
shares are affected by charges against additional paid-in capital and accumulated deficit if additional paid in capital equals to zero.
The interest earned by the marketable security held in trust, and the extension fee invest into the marketable security held in trust,
were also recognizes in redemption value against additional paid-in capital and accumulated deficit immediately. The proceeds on the
deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $ 50,000 Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheets,
primarily due to the short-term nature. Net
Income (Loss) per Share The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” In order to determine
the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed
income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using
the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the
weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to
redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. The
calculation of diluted income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the (i)
Initial Public Offering, (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events,
and (iii) the effect of the rights to receive 1,690,000 5,915,000 The
net income (loss) per share presented in the statements of operations is based on the following: Schedule
of Statement of Operations
For the For the For the For the
Net income (loss) $ 1,338,545 $ (15,320 ) $ 2,485,629 $ (194,799 )
Remeasurement to redemption value – interest income earned (1,429,552 ) (172,717 ) (2,697,945 ) (172,717 )
Remeasurement to redemption value – extension fee (1,150,000 ) - (2,299,999 ) -
Net income (loss) including accretion of temporary equity to redemption value $ (1,241,007 ) $ (188,037 ) $ (2,512,315 ) $ (367,516 ) Schedule of Net Income (Loss) Per Share
For the For the For the For the
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Non- Redeemable Non- Redeemable Non- Redeemable Non- Redeemable
Basic and Diluted net income (loss) per share:
Numerators:
Allocation of net losses $ (270,481 ) $ (970,526 ) $ (40,983 ) $ (147,054 ) $ (547,567 ) $ (1,964,748 ) $ (80,101 ) $ (287,415 )
Accretion of extension fee - 1,150,000 - - - 2,299,999 - -
Accretion of temporary equity- interest income earned - 1,429,552 - 172,717 - 2,697,945 - 172,717
Allocation of net income (loss) $ (270,481 ) $ 1,609,026 $ (40,983 ) $ 25,663 $ (547,567 ) $ 3,033,196 $ (80,101 ) $ (114,698 )
Denominators:
Weighted-average shares outstanding 3,205,000 11,500,000 3,205,000 11,500,000 3,205,000 11,500,000 3,205,000 11,500,000
Basic and diluted net income (loss) per share $ (0.08 ) $ 0.14 $ (0.01 ) $ (0.00 ) $ (0.17 ) $ 0.26 $ (0.02 ) $ (0.01 ) Income
Taxes The
Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax
assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities
and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation
allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes
a recognition threshold and measurement process for financial statements recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
period, disclosure and transition. The Company has identified the Cayman Islands as its only “major” tax jurisdiction, as
defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring
recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained
on audit and does not anticipate any adjustments that would result in material changes to its financial position. The Company’s
policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. On
August 16, 2022, the U.S. Government enacted legislation commonly referred to as the Inflation Reduction Act. The main provisions of
the Inflation Reduction Act (the “IR Act”) that we anticipate may impact us is a 1% excise tax on share repurchases. Any
redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,
may be subject to the excise tax. Because there is possibility that the Company may acquire a U.S. domestic corporation or engage in
a transaction in which a domestic corporation becomes parent or affiliate to the Company and the Company may become a “covered
corporation” as a listed Company in Nasdaq. The management team has evaluated the IR Act as of June 30, 2023 and does not believe
it would have a material effect on the Company, and will continue to evaluate its impact. The
provision for income taxes was deemed to be immaterial for three and six months ended June 30, 2023 and for the three and six months
ended June 30, 2022. Warrants The
Company evaluates the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment
of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“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 ordinary shares, among other
conditions for equity classification. Pursuant to such evaluation, both Public and Private Warrants are classified in stockholders’
equity. Recently
Issued Accounting Standards In
August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06,
Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s
Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies
the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard
also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s
own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for
all convertible instruments. ASU 2020-06 is effective for the fiscal years beginning after December 15, 2023, and interim periods within
those fiscal year for smaller reporting companies. As of June 30, 2023, management does not believe that any recently effective, accounting
pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
