Broad Capital Acquisition (BRAC) 10-Q 13 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 09, 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	001-41212
Entity Registrant Name	BROAD CAPITAL ACQUISITION CORP
Entity Central Index Key	0001865120
Entity Tax Identification Number	86-3382967
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6208 Sandpebble Ct
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	(469)
Local Phone Number	951-3088
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		2,990,897
Units, each consisting of one share of common stock, par value $0.000001 per share, and one Right to acquire 1/10 of one share of common stock [Member]
Title of 12(b) Security	Units, each consisting of one share of common stock, par value $0.000001 per share, and one Right to acquire 1/10 of one share of common stock
Trading Symbol	BRACU
Security Exchange Name	NASDAQ
Common stock included as part of the Units [Member]
Title of 12(b) Security	Common stock included as part of the Units
Trading Symbol	BRAC
Security Exchange Name	NASDAQ
Rights included as part of the Units [Member]
Title of 12(b) Security	Rights included as part of the Units
Trading Symbol	BRACR
Security Exchange Name	NASDAQ

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 11,634	$ 391,924
Total Current Assets	11,634	391,924
Cash and Marketable Securities held in trust account	49,697,783	104,162,029
Total Assets	49,709,417	104,553,953
Current liabilities
Accrued expenses	1,007,126	648,885
Accounts payable	822,122	200,028
Franchise tax payable	60,982	195,138
Income tax payable	686,511	285,662
Extension loan	2,453,628
Working capital loan	355,887
Total Current Liabilities	5,386,256	1,329,713
Deferred underwriter commission	3,555,674	3,555,674
Total Liabilities	8,941,930	4,885,387
Commitments and Contingencies
Common Stock subject to possible redemption; 4,522,582 shares (at $10.82 per share) as of September 30, 2023 and 10,159,069 shares (at $10.23 per share) as of December 31, 2022	48,950,290	103,962,029
Stockholders’ Deficit
Preference Shares, $0.000001 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2023 and December 31, 2022
Common Stock, $0.000001 par value, 100,000,000 shares authorized; 2,990,897 issued and outstanding (excluding 4,522,582 shares and 10,159,069 shares subject to possible redemption on September 30, 2023 and December 31, 2022 respectively	3	3
Additional paid-in capital
Accumulated deficit	(8,182,806)	(4,293,466)
Total Stockholders’ Deficit	(8,182,803)	(4,293,463)
Total Liabilities and Stockholders’ Deficit	$ 49,709,417	$ 104,553,953

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, shares	4,522,582	10,159,069
Temporary equity, par value	$ 10.82	$ 10.23
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.000001	$ 0.000001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	2,990,897	2,990,897
Common stock, shares outstanding	2,990,897	2,990,897

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Formation and operating costs	$ (612,607)	$ (252,312)	$ (1,939,085)	$ (829,034)
Franchise tax	(50,000)		(179,206)
Loss from Operations	(662,607)	(252,312)	(2,118,291)	(829,034)
Other Income (Expenses)
Interest expense	(36,516)		(66,809)
Interest earned on marketable securities held in trust account	636,580	478,182	2,088,010	626,589
Net Income (Loss) Before Tax	(62,543)	225,870	(97,090)	(202,445)
Income tax	(123,182)		(400,849)
Net Income (Loss)	$ (185,725)	$ 225,870	$ (497,939)	$ (202,445)
Weighted average shares outstanding of Common Stock - Basic	8,680,609	13,485,199	8,789,806	13,000,236
Weighted average shares outstanding of Common Stock - Diluted	8,680,609	13,485,199	8,789,806	13,000,236
Basic net loss per share of Common Stock	$ (0.02)	$ 0.02	$ (0.06)	$ (0.02)
Diluted net loss per share of Common Stock	$ (0.02)	$ 0.02	$ (0.06)	$ (0.02)

Statements of Changes in Stockh

Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance at Dec. 31, 2021	$ 3	$ 24,997	$ (20,095)	$ 4,905
Beginning balance, shares at Dec. 31, 2021	2,875,000
Net income (loss)			(419,465)	(419,465)
Sale of Units in Initial Public Offering	$ 10	101,590,680		101,590,690
Sale of Units in Initial Public Offering, shares	10,159,069
Class A Common Stock subject to possible redemption	$ (10)	(102,606,587)		(101,606,597)
Class A Ordinary Shares subject to possible redemption, shares	(10,159,069)
Sale of Private Placement Units		4,511,300		4,511,300
Sale of Private Placement Units, shares	451,130
Offering and Underwriting costs		(2,449,040)		(2,449,040)
Forfeiture of Insider Shares
Forfeiture of Insider Shares, shares	(335,233)
Deferred underwriting commission		(3,555,674)		(3,555,674)
Re-classification		2,484,324	(2,484,324)
Ending balance at Mar. 31, 2022	$ 3		(2,923,884)	(2,923,881)
Ending balance, shares at Mar. 31, 2022	2,990,897
Beginning balance at Dec. 31, 2021	$ 3	24,997	(20,095)	4,905
Beginning balance, shares at Dec. 31, 2021	2,875,000
Net income (loss)				(202,445)
Ending balance at Sep. 30, 2022	$ 3		3,133,453	3,133,450
Ending balance, shares at Sep. 30, 2022	2,990,897
Beginning balance at Mar. 31, 2022	$ 3		(2,923,884)	(2,923,881)
Beginning balance, shares at Mar. 31, 2022	2,990,897
Net income (loss)			(8,850)	(8,850)
Ending balance at Jun. 30, 2022	$ 3		(2,932,734)	(2,932,731)
Ending balance, shares at Jun. 30, 2022	2,990,897
Remeasurement of Common Stock subject to redemption			426,589	426,589
Net income (loss)			225,870	225,870
Ending balance at Sep. 30, 2022	$ 3		3,133,453	3,133,450
Ending balance, shares at Sep. 30, 2022	2,990,897
Beginning balance at Dec. 31, 2022	$ 3		(4,293,466)	(4,293,463)
Beginning balance, shares at Dec. 31, 2022	2,990,897
Additional amount deposited into trust			(1,112,177)	(1,112,177)
Remeasurement of Common Stock subject to redemption			(28,210)	(28,210)
Net income (loss)			(652,296)	(652,296)
Ending balance at Mar. 31, 2023	$ 3		(6,086,149)	(6,086,146)
Ending balance, shares at Mar. 31, 2023	2,990,897
Beginning balance at Dec. 31, 2022	$ 3		(4,293,466)	(4,293,463)
Beginning balance, shares at Dec. 31, 2022	2,990,897
Net income (loss)				(497,939)
Ending balance at Sep. 30, 2023	$ 3		(8,182,806)	(8,182,803)
Ending balance, shares at Sep. 30, 2023	2,990,897
Beginning balance at Mar. 31, 2023	$ 3		(6,086,149)	(6,086,146)
Beginning balance, shares at Mar. 31, 2023	2,990,897
Additional amount deposited into trust			(891,451)	(891,451)
Remeasurement of Common Stock subject to redemption			(446,164)	(446,164)
Net income (loss)			340,082	340,082
Ending balance at Jun. 30, 2023	$ 3		(7,083,682)	(7,083,679)
Ending balance, shares at Jun. 30, 2023	2,990,897
Additional amount deposited into trust			(450,000)	(450,000)
Remeasurement of Common Stock subject to redemption			(463,399)	(463,399)
Net income (loss)			(185,725)	(185,725)
Ending balance at Sep. 30, 2023	$ 3		$ (8,182,806)	$ (8,182,803)
Ending balance, shares at Sep. 30, 2023	2,990,897

Statements of Changes in Stoc_2

Statements of Changes in Stockholders' Deficit (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Jun. 30, 2023	May 31, 2023	Apr. 30, 2023	Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]
Price per share, subject to possible redemption	$ 0.0331	$ 0.0331	$ 0.0625	$ 0.0625	$ 0.0625

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (497,939)	$ (202,445)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(2,088,010)	(626,589)
Changes in operating assets and liabilities:
Account payables	622,094	177,342
Accrued expenses	358,240	(21,327)
Income tax payable	400,849
Franchise tax payable	(134,156)
Net cash used in operating activities	(1,338,922)	(673,019)
Cash flows from investing activities:
Cash withdrawn from Trust Account in connection with redemption	58,403,139
Interest withdraws from Trust Account for taxes	602,745
Investment of cash in Trust Account	(2,453,628)	(102,606,597)
Net cash provided by (used in) investing activities	56,552,256	(102,606,597)
Cash flows from financing activities:
Redemption of Common Stock	(58,403,139)
Proceeds from Working capital loan	355,887
Proceeds from Extension loan	2,453,628
Proceeds from sale of Units, net of IPO costs		99,429,074
Proceeds from sale of Placement Units		4,511,301
Repayment of Promissory note – related party		(133,357)
Net cash provided by (used in) financing activities	(55,593,624)	103,807,018
Net change in cash	(380,290)	527,402
Cash at the beginning of the period	391,924	2,164
Cash at the end of the period	11,634	529,566
Supplemental disclosure of non-cash investing and financing activities:
Extension Funds attributable to common stock subject to redemption	2,453,628
Accretion of Common Stock subject to redemption	937,773	426,589
Deferred underwriting fee payable		3,555,674
Initial Classification of Common Stock subject to redemption		102,606,597
Deferred offering costs paid for by Promissory note – related party		$ 176

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS Broad Capital Acquisition Corp (the “Company”) is a blank check company incorporated in the State of Delaware on April 16, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Financing As of September 30, 2023, the Company had not commenced any operations. All activity from April 16, 2021 through September 30, 2023, relates to the Company’s formation, the Initial Public Offering (as defined below), and its pursuit of an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate 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 has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is Broad Capital LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 10, 2022. On January 13, 2022, the Company closed its Initial Public Offering of 10,000,000 10.00 100,000,000 6,917,226 3,500,000 1,500,000 159,069 1,590,690 Simultaneously with the consummation of the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 446,358 10.00 4,463,580 4,772 47,720 On February 9, 2022, the underwriters partially exercised the over-allotment option and purchased an additional 159,069 1,590,690 335,233 1,606,597 31,814 Following the closing of the Initial Public Offering on January 13, 2022, an amount of $ 101,000,000 10.10 Trust Account The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 The Company will only complete a Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $ 10.10 Redemption Option The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.10 Distinguishing Liabilities from Equity The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 Stockholder Approval If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Insider shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The holders of the Insider Shares have agreed (a) to waive their redemption rights with respect to the Insider Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100 Openmarkets Merger Agreement On January 18, 2023, the Company entered into an Agreement and Plan of Merger and Business Combination Agreement (the “Openmarkets Merger Agreement As a result of the Redomestication Merger, (i) each issued and outstanding share of the Company’s common stock, par value $ 0.000001 Following the Redomestication Merger, the Company will liquidate, and all assets of the Company shall be transferred to the Purchaser and all liabilities of the Company are, or shall be, assumed by the Purchaser (the “Liquidation”). Additionally, the Company will cause all of its contracts to be assigned to and assumed by the Purchaser. Also following the Redomestication Merger and the Liquidation, the Stockholder will contribute all of the issued and outstanding ordinary shares of the Target to the Purchaser in exchange for 7,000,000 10.00 On August 4, 2023, the Company, the Target, the Seller, the Indemnified Party Representative, and the Purchaser entered into that certain BCA Amendment No. 1 (the “Amendment”) to (i) decrease the number of Purchaser Shares to be issued to the Seller as consideration at the Closing from 9,000,000 7,000,000 Any adjustments to the Exchange Consideration shall be made from Purchaser Shares placed in escrow pursuant to an escrow agreement (the “Escrow Shares”), which Escrow Shares shall be released to either the Purchaser or the Stockholder based on the nature of the adjustment to the Exchange Consideration. Additionally, in the event the Target’s net working capital at the Closing (the “Net Working Capital”) exceeds the Target’s pre-Closing estimated net working capital (the “Estimated Net Working Capital”), the Stockholder will receive additional Purchaser Shares in an amount equal to the difference between the Net Working Capital and the Estimated Net Working Capital (the “Adjustment Exchange Consideration”). Further, in addition to the Escrow Shares and the Adjustment Exchange Consideration, an additional 2,000,000 Charter Amendment and Termination Date On January 13, 2022, the “Company consummated its initial public offering (the “Offering”). In connection therewith, the Company entered into an Investment Management Trust Agreement, dated January 10, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”). The form of the Trust Agreement was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-258943) for the Offering. Pursuant to the Offering and the Trust Agreement, the Company had 12 months from the closing of the Offering to consummate its initial business combination, which expired on January 13, 2023 (the “Termination Date”). Prior to that, on January 10, 2023, the Company held a virtual special meeting of its stockholders, pursuant to due notice (the “January 2023 Stockholders Meeting”). At the January 2023 Stockholders Meeting, the Company’s stockholders entitled to vote cast their votes and approved a proposal to amend the Trust Agreement to extend the Termination Date for an additional nine one (1) month extensions until October 13, 2023 (the “First Trust Amendment”) by depositing into the Trust Account an additional $ 0.0625 Also at the January 2023 Stockholders Meeting, the Company’s stockholders approved the First Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Charter Amendment”) to extend the Termination Date as amended in the amended Trust Agreement to extend the date by which the Company (i) may consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a “business combination,” (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s common stock included as part of the units sold in the Company’s initial public offering (provided the Company funds the monthly extension payments to the Trust Account) unless extended, the Company will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $ 100,000 On June 9, 2023, the Company held an additional Special Meeting of Stockholders (the “June 2023 Stockholders Meeting”). At the June 2023 Stockholders Meeting, the Company’s stockholders approved an amendment to the Company’s Charter (a) to extend the Termination Date again by which the Company has to consummate a business combination from October 13, 2023 by up to three (3) one-month extensions to January 13, 2024 (the “Extended Termination Date”) and (b) to decrease the monthly extension fee from $ 0.0625 150,000 The Company also amended the Company’s Trust Agreement dated as of January 10, 2022, as amended on January 10, 2023, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company reduce the amount of the Monthly Extension Loan to $ 150,000 At the June 2023 Stockholders Meeting, the Company’s stockholders holding 1,409,026 10.68 15,048,835.16 4,522,582 The Company must deposit into the Trust Account $ 150,000 As reported on Form 8-K filed on June 15, 2023, on June 12, 2023, the Company caused to be deposited $ 150,000 0.0332 As reported on Form 8-K filed on July 13, 2023, on July 7, 2023, the Company caused to be deposited $ 150,000 0.0332 As reported on Form 8-K filed on August 17, 2023 on August 11, 2023, the Company caused to be deposited $ 150,000 0.0332 As reported on Form 8-K filed on September 20, 2023 on September 19, 2023, the Company caused to be deposited $ 150,000 0.0332 As reported on Form 8-K filed on October 17, 2023 on October 11, 2023, the Company caused to be deposited $ 150,000 0.0332 The holders of the Insider Shares have agreed to waive their liquidation rights with respect to the Insider shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Insider shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, if an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims Liquidity and Capital Resources As of September 30, 2023, the Company had $ 11,634 The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 133,533 355,887 2,453,628 Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Going Concern Consideration The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the Initial Public Offering, the requirement that the Company cease all operations, redeem the Public Shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The balance sheet does not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial business combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum of association. The accompanying financial statement has been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of 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, 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 had no Marketable Securities Held in Trust Account As of September 30, 2023, substantially all of the assets held in the Trust Account were held in government securities (United States Treasury Bills). As of September 30, 2023 and December 31, 2022, the balance in the Trust Account was $ 49,697,783 104,162,029 Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Offering. Should the Proposed Offering have proved to be unsuccessful, these deferred costs, as well as additional expenses incurred, would have been charged to operations. Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. For the nine months ended September 30, 2023 and September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. 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 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. 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 financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2023
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On January 13, 2022, the Company closed its Initial Public Offering of 10,000,000 10.00 100,000,000 Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial business combination As of January 13, 2022, the Company closed its Initial Public Offering and incurred transaction costs of approximately $ 6,917,226 3,500,000 On February 9, 2022, the Underwriters partially exercised the over-allotment option and on February 10, 2022, purchased an additional 159,069 1,590,690

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2023
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 446,358 10.00 4,463,580 The proceeds from the sale of the Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Units will expire worthless. Simultaneously with the closing of the Over-Allotment, the Company completed the private sale of an additional 4,772 10.00 47,720 In connection with the closing and sale of the Over-Allotment Units and the additional placement units (together, the “Over-Allotment Closing”), a total of $ 1,606,597

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Insider shares On May 7, 2021, the Sponsor purchased 2,875,000 25,000 20 On May 25, 2021, the Sponsor transferred 80,000 2,795,000 Due to the over-allotment option being partially exercised by the underwriter on February 10, 2022 (see note 6), the Sponsor forfeited 335,233 2,539,767 The initial stockholders have agreed not to transfer, assign or sell any of the Common Stock (except to certain permitted transferees as disclosed herein) until, with respect to any of the Common Stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or earlier, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property Promissory Note – Related Party On April 16, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 133,357 133,357 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, with interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 Pursuant to the January 2023 Stockholder Meeting and the June 2023 Stockholder Meeting, each to extend the Termination Date and to provide for the payment of extension payments to the Trust Account, monthly Extension Loan advances have occurred on the Company’s behalf to fund the required payment by the Sponsor or its affiliate or designee into the Trust Account in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. As of September 30, 2023, there was $ 355,887 2,453,628 0 No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. Administrative Services Arrangement Commencing on the date the Units were first listed on the Nasdaq, the Company agreed to pay the Sponsor $ 10,000 90,000 110,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the insider shares and Placement Units that may be issued upon conversion of Working Capital Loans (and any shares of Common Stock issuable upon the exercise of the Placement Units or units issued upon conversion of the Working Capital Loans and upon conversion of the Insider shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On February 9, 2022, the Underwriters partially exercised the over-allotment option and on February 10, 2022, purchased an additional 159,069 1,590,690 The underwriters were entitled to a cash underwriting discount of $ 0.20 2,000,000 2,300,000 0.35 3,500,000 4,025,000 On February 10, 2022, the underwriters purchased an additional 159,069 10.00 1,590,690

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Common Stock 100,000,000 0.000001 Holders of the Company’s common stock are entitled to one vote for each share 2,990,897 4,522,582 10,159,069 Preferred Shares 1,000,000 0.000001 no Rights Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8. SUBSEQUENT EVENTS On October 11, 2023, the Company elected to exercise its tenth-monthly extension to the Termination Date, which extended its deadline to complete its initial business combination from October 13, 2023 to November 13, 2023, by depositing $ 0.0331 150,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of 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, 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires 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 had no
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account As of September 30, 2023, substantially all of the assets held in the Trust Account were held in government securities (United States Treasury Bills). As of September 30, 2023 and December 31, 2022, the balance in the Trust Account was $ 49,697,783 104,162,029
Deferred offering costs	Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Offering. Should the Proposed Offering have proved to be unsuccessful, these deferred costs, as well as additional expenses incurred, would have been charged to operations.
Net loss per share	Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. For the nine months ended September 30, 2023 and September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
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 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 Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.
Risks and Uncertainties	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 financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS (Details Narrative) - USD ($)											1 Months Ended	9 Months Ended
	Sep. 30, 2023	Aug. 04, 2023	Jan. 18, 2023	Feb. 10, 2022	Feb. 09, 2022	Feb. 09, 2022	Jan. 19, 2022	Jan. 13, 2022	May 25, 2021	May 07, 2021	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	Oct. 17, 2023	Oct. 11, 2023	Sep. 19, 2023	Aug. 11, 2023	Jul. 07, 2023	Jun. 12, 2023	Jun. 09, 2023	Jan. 10, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares redeem for cash								101,000,000
Share price								$ 10.10
Proceeds from issuance initial public offering													$ 99,429,074
Gross proceeds from private placement													$ 4,511,301
Underwriters deferred discount					$ 31,814
Minimum net tangible asset upon consummation of business combination	$ 5,000,001											$ 5,000,001
Percentage of the public shareholding to be redeemed in case the business combination is not complete																							100%
Common stock, par value	$ 0.000001											$ 0.000001											$ 0.000001
Interest to pay dissolution expenses	$ 100,000											$ 100,000
Extension loan	$ 2,453,628											$ 2,453,628									$ 150,000	$ 150,000
Common stock subject to possible redemption, shares	4,522,582											4,522,582											10,159,069
Cash in operating bank account	$ 11,634											$ 11,634											$ 391,924
Proceeds from issuance of common stock to Sponsor														$ 25,000
Repayments of promissory note							$ 133,533
Working capital loan	$ 355,887											$ 355,887
Business Combination Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares redeem for cash			7,000,000
Share price			$ 10					$ 0.0625													$ 0.0625
Common stock, par value			$ 0.000001
Number of purchaser shares issued based on performance			2,000,000
Business Combination Agreement [Member] | Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares redeem for cash		9,000,000
Business Combination Agreement [Member] | Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares redeem for cash		7,000,000
Broad Capital LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares redeem for cash									80,000	2,875,000
Shares redeem for cash, value										$ 25,000
Sale of stock description	The initial stockholders have agreed not to transfer, assign or sell any of the Common Stock (except to certain permitted transferees as disclosed herein) until, with respect to any of the Common Stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or earlier, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property
Trust Account [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares redeem for cash											1,409,026
Share price	$ 10.10											$ 10.10
Minimum market value net asset held in trust account, percentage	80%											80%
Share price per share											$ 10.68						$ 0.0332	$ 0.0332	$ 0.0332	$ 0.0332
Shares redeem for cash, value											$ 15,048,835.16
Deposited in trust account																	$ 150,000	$ 150,000	$ 150,000	$ 150,000
Sale of stock description												In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, if an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims
Trust Account [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price per share															$ 0.0332	$ 0.0331
Deposited in trust account																$ 150,000
Trust Account [Member] | Post Business Combination [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business acquisition, voting interest rate												The Company will only complete a Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares redeem for cash								10,000,000
Share price								$ 10
Proceeds from issuance initial public offering								$ 100,000,000
Payments of stock issuance costs								6,917,226
Deferred underwriting commissions								$ 3,500,000
Sale of stock description								Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial business combination				In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares redeem for cash						159,069
Share price					$ 10	$ 10
Proceeds from issuance initial public offering						$ 1,590,690
Options to purchase stock								1,500,000
Forfeited shares				335,233	335,233
Proceeds from over allotment					$ 1,606,597
Over-Allotment Option [Member] | Broad Capital LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares redeem for cash								4,772
Share price								$ 10
Gross proceeds from private placement								$ 47,720
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares redeem for cash								446,358
Share price								$ 10
Gross proceeds from private placement								$ 4,463,580

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash equivalents	$ 0	$ 0
Cash and marketable securities held in trust account	49,697,783	$ 104,162,029
Federal depository insurance coverage amount	$ 250,000

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)			9 Months Ended
	Feb. 09, 2022	Jan. 13, 2022	Sep. 30, 2023	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Stock issued during period initial public offering		101,000,000
Shares issued, price per share		$ 10.10
Proceeds from issuance initial public offering				$ 99,429,074
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period initial public offering		10,000,000
Shares issued, price per share		$ 10
Proceeds from issuance initial public offering		$ 100,000,000
Sale of stock description		Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of one share of common stock upon the consummation of an initial business combination	In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
Payments of stock issuance costs		$ 6,917,226
Deferred underwriting commissions		$ 3,500,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period initial public offering	159,069
Shares issued, price per share	$ 10
Proceeds from issuance initial public offering	$ 1,590,690

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - USD ($)						9 Months Ended
	Feb. 09, 2022	Feb. 09, 2022	Jan. 13, 2022	May 25, 2021	May 07, 2021	Sep. 30, 2023	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Stock issued during period initial public offering			101,000,000
Shares issued price per share			$ 10.10
Proceeds from private placement							$ 4,511,301
Broad Capital LLC [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period initial public offering				80,000	2,875,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period initial public offering			446,358
Shares issued price per share			$ 10
Proceeds from private placement			$ 4,463,580
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period initial public offering		159,069
Shares issued price per share	$ 10	$ 10
Proceeds from over allotment	$ 1,606,597
Over-Allotment Option [Member] | Broad Capital LLC [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period initial public offering			4,772
Shares issued price per share			$ 10
Proceeds from private placement			$ 47,720

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Feb. 10, 2022

Feb. 09, 2022

Feb. 09, 2022

Jan. 19, 2022

Jan. 13, 2022

May 25, 2021

May 07, 2021

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Jun. 09, 2023

Jan. 10, 2023

Apr. 16, 2021

Related Party Transaction [Line Items]

Stock issued during period shares

101,000,000

Common stock, shares outstanding

2,990,897

2,990,897

2,990,897

Repayments for promissory note - related party

$ 133,357

Working capital loan

$ 355,887

355,887

Extension Loan

$ 2,453,628

2,453,628

$ 150,000

$ 150,000

Service fees

90,000

$ 110,000

Administrative Support Agreement [Member]

Related Party Transaction [Line Items]

Sponsor fees

$ 10,000

Insider Shares [Member]

Related Party Transaction [Line Items]

Common stock, shares outstanding

2,539,767

2,539,767

Over-Allotment Option [Member]

Related Party Transaction [Line Items]

Stock issued during period shares

159,069

Forfeited shares

335,233

335,233

Four Independent Directors [Member]

Related Party Transaction [Line Items]

Stock issued during period shares

2,795,000

Broad Capital LLC [Member]

Related Party Transaction [Line Items]

Stock issued during period shares

80,000

2,875,000

Aggregate purchase price, value

$ 25,000

Percentage of ordinary shares issued and outstanding

20%

Sale of stock description

The initial stockholders have agreed not to transfer, assign or sell any of the Common Stock (except to certain permitted transferees as disclosed herein) until, with respect to any of the Common Stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or earlier, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property

Debt aggregate principal amount

$ 300,000

Repayments for promissory note - related party

$ 133,357

Debt instrument converted amount

$ 1,500,000

Debt instrument converted price per shares

$ 10

$ 10

Broad Capital LLC [Member] | Related Party [Member]

Related Party Transaction [Line Items]

Promissory note - related party

$ 133,357

Broad Capital LLC [Member] | Over-Allotment Option [Member]

Related Party Transaction [Line Items]

Stock issued during period shares

4,772

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)				9 Months Ended
	Feb. 09, 2022	Feb. 09, 2022	Jan. 13, 2022	Sep. 30, 2023	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Shares redeem for cash			101,000,000
Proceeds from issuance initial public offering					$ 99,429,074
Shares issued, price per share			$ 10.10
Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued, price per share	$ 0.20	$ 0.20
Cash underwriting discount	$ 2,000,000
Cash underwriting discount were exercised	$ 2,300,000
Deferred fees, per unit	$ 0.35	$ 0.35
Deferred underwriting commissions	$ 3,500,000	$ 3,500,000
Deferred underwriting commissions were exercised	$ 4,025,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Shares redeem for cash		159,069
Proceeds from issuance initial public offering		$ 1,590,690
Shares issued, price per share	$ 10	$ 10

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.000001	$ 0.000001
Common stock voting rights	Holders of the Company’s common stock are entitled to one vote for each share
Common stock, shares issued	2,990,897	2,990,897
Common stock, shares outstanding	2,990,897	2,990,897
Common stock subject to possible redemption, shares	4,522,582	10,159,069
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Public right description	Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Trust Account [Member] - USD ($)	Oct. 17, 2023	Oct. 11, 2023	Sep. 19, 2023	Aug. 11, 2023	Jul. 07, 2023	Jun. 30, 2023	Jun. 12, 2023
Subsequent Event [Line Items]
Share price per share			$ 0.0332	$ 0.0332	$ 0.0332	$ 10.68	$ 0.0332
Deposited in trust account			$ 150,000	$ 150,000	$ 150,000		$ 150,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Share price per share	$ 0.0332	$ 0.0331
Deposited in trust account		$ 150,000