Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41667 | |
Entity Registrant Name | TMT Acquisition Corp | |
Entity Central Index Key | 0001879851 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 420 Lexington Ave | |
Entity Address, Address Line Two | Suite 2446 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10170 | |
City Area Code | (347) | |
Local Phone Number | 627-0058 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 8,140,000 | |
Units, each consisting of one ordinary share, $0.0001 par value, and one right entitling the holder to receive two-tenths (2/10) of one ordinary share upon the consummation of our initial business combination | ||
Title of 12(b) Security | Units, each consisting of one ordinary share, $0.0001 par value | |
Trading Symbol | TMTCU | |
Security Exchange Name | NASDAQ | |
Ordinary shares, par value $0.0001 per share | ||
Title of 12(b) Security | Ordinary shares, par value $0.0001 per share | |
Trading Symbol | TMTC | |
Security Exchange Name | NASDAQ | |
Rights, each right entitling the holder to receive two-tenths (2/10) of one ordinary share upon the consummation of our initial business combination | ||
Title of 12(b) Security | Rights, each right entitling the holder to receive two-tenths | |
Trading Symbol | TMTCR | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash | $ 116,187 | $ 47,478 |
Prepaid expenses | 114,115 | 6,979 |
Total Current Assets | 264,620 | 54,457 |
Prepaid expenses - non-current | 27,875 | |
Deferred offering costs | 443,284 | |
Investments held in Trust Account | 61,802,526 | |
Total Assets | 62,095,021 | 497,741 |
Current liabilities: | ||
Accrued liabilities | 125,596 | 38,620 |
Total Current Liabilities | 135,596 | 482,638 |
Total Liabilities | 135,596 | 482,638 |
Commitments and contingencies (Note 6) | ||
Redeemable Shares: | ||
Ordinary shares subject to possible redemption, 6,000,000 shares at redemption value of $10.30 per share | 61,802,526 | |
Shareholders’ Equity: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Ordinary shares, $0.0001 par value; 150,000,000 shares authorized; 2,140,000 and 1,725,000 shares issued and outstanding on June 30, 2023, and December 31, 2022, respectively | 214 | 173 |
Additional paid-in capital | 397,585 | 24,827 |
Accumulated deficit | (240,900) | (9,897) |
Total Shareholders’ Equity | 156,899 | 15,103 |
Total Liabilities and Shareholders’ Equity | 62,095,021 | 497,741 |
Related Party [Member] | ||
ASSETS | ||
Receivable from related party | 34,318 | |
Current liabilities: | ||
Due to related party | 10,000 | |
Promissory note – related party | $ 444,018 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Redemption ordinary, shares issued | 6,000,000 | 6,000,000 |
Temporary equity, par value | $ 10.30 | $ 10.30 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 2,140,000 | 1,725,000 |
Common stock, shares outstanding | 2,140,000 | 1,725,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Administrative fee – related party | $ 30,000 | $ 40,000 | ||
Formation and operating costs | 103,823 | 156 | 191,003 | 183 |
Loss from operations | (133,823) | (156) | (231,003) | (183) |
Other income: | ||||
Income from investments held in Trust Account | 602,526 | 602,526 | ||
Net Income (loss) | $ 468,703 | $ (156) | $ 371,523 | $ (183) |
Weighted average shares outstanding of redeemable ordinary shares | 6,000,000 | 3,082,873 | ||
Basic and diluted net income/(loss) per share, redeemable ordinary shares | $ 0.08 | $ 0.91 | ||
Weighted average shares outstanding of non-redeemable ordinary shares | 2,140,000 | 1,500,000 | 1,828,840 | 1,500,000 |
Basic and diluted net loss per share, non-redeemable ordinary shares | $ (0.02) | $ 0 | $ (1.34) | $ 0 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 173 | $ 24,827 | $ (9,371) | $ 15,629 |
Balance, shares at Dec. 31, 2021 | 1,725,000 | |||
Net income (loss) | (27) | (27) | ||
Balance at Mar. 31, 2022 | $ 173 | 24,827 | (9,398) | 15,602 |
Balance, shares at Mar. 31, 2022 | 1,725,000 | |||
Balance at Dec. 31, 2021 | $ 173 | 24,827 | (9,371) | 15,629 |
Balance, shares at Dec. 31, 2021 | 1,725,000 | |||
Net income (loss) | (183) | |||
Balance at Jun. 30, 2022 | $ 173 | 24,827 | (9,554) | 15,446 |
Balance, shares at Jun. 30, 2022 | 1,725,000 | |||
Balance at Mar. 31, 2022 | $ 173 | 24,827 | (9,398) | 15,602 |
Balance, shares at Mar. 31, 2022 | 1,725,000 | |||
Net income (loss) | (156) | (156) | ||
Balance at Jun. 30, 2022 | $ 173 | 24,827 | (9,554) | 15,446 |
Balance, shares at Jun. 30, 2022 | 1,725,000 | |||
Balance at Dec. 31, 2022 | $ 173 | 24,827 | (9,897) | 15,103 |
Balance, shares at Dec. 31, 2022 | 1,725,000 | |||
Net income (loss) | (97,180) | (97,180) | ||
Proceeds from sale of public units | $ 600 | 59,999,400 | 60,000,000 | |
Proceeds from sale of public units, shares | 6,000,000 | |||
Proceeds from sale of private placement units | $ 37 | 3,699,963 | 3,700,000 | |
Proceeds from sale of private placement units, shares | 370,000 | |||
Underwriter’s commission on sale of public units | (1,200,000) | (1,200,000) | ||
Representative shares issued | $ 27 | 1,741,473 | 1,741,500 | |
Representative shares issued, shares | 270,000 | |||
Other offering costs | (2,668,701) | (2,668,701) | ||
Initial measurement of Ordinary shares Subject to Redemption under ASC 480-10-S99 against additional paid-in capital | $ (600) | (58,644,600) | (58,645,200) | |
Initial measurement of ordinary shares subject to redemption under ASC 480-10-S99 against additional paid-in capital, shares | (6,000,000) | |||
Allocation of offering costs to ordinary shares subject to redemption | 3,781,346 | 3,781,346 | ||
Deduction for increases of carrying value of redeemable shares | (6,336,146) | (6,336,146) | ||
Forfeiture of ordinary shares | $ (23) | 23 | ||
Forfeiture of ordinary shares, shares | (225,000) | |||
Balance at Mar. 31, 2023 | $ 214 | 397,585 | (107,077) | 290,722 |
Balance, shares at Mar. 31, 2023 | 2,140,000 | |||
Balance at Dec. 31, 2022 | $ 173 | 24,827 | (9,897) | 15,103 |
Balance, shares at Dec. 31, 2022 | 1,725,000 | |||
Net income (loss) | 371,523 | |||
Balance at Jun. 30, 2023 | $ 214 | 397,585 | (240,900) | 156,899 |
Balance, shares at Jun. 30, 2023 | 2,140,000 | |||
Balance at Mar. 31, 2023 | $ 214 | 397,585 | (107,077) | 290,722 |
Balance, shares at Mar. 31, 2023 | 2,140,000 | |||
Net income (loss) | 468,703 | 468,703 | ||
Subsequent measurement of ordinary shares subject to possible redemption (interest earned on trust account) | (602,526) | (602,526) | ||
Balance at Jun. 30, 2023 | $ 214 | $ 397,585 | $ (240,900) | $ 156,899 |
Balance, shares at Jun. 30, 2023 | 2,140,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 371,523 | $ (183) |
Income from investments held in trust account | (602,526) | |
Changes in current assets and liabilities: | ||
Due to related party | 10,000 | |
Prepaid expenses | (135,011) | |
Accrued liabilities | 86,977 | 47 |
Net cash used in operating activities | (269,037) | (136) |
Cash flows from investing activities: | ||
Cash deposited into Trust Account | (61,200,000) | |
Net cash used in investing activities | (61,200,000) | |
Cash flows from financing activities: | ||
Proceeds from sale of ordinary shares | 60,000,000 | |
Proceeds from private placement | 3,221,664 | |
Payment of underwriter’s discount | (1,200,000) | |
Payments of offering costs | (483,918) | (65,582) |
Net cash provided by (used in) financing activities | 61,537,746 | (65,582) |
Net change in cash | 68,709 | (65,718) |
Cash at beginning of period | 47,478 | 200,000 |
Cash at end of period | 116,187 | 134,282 |
Supplemental cash flow information: | ||
Deferred offering costs included in accrued liabilities | 34,307 | |
Reclassification of amount due to related party to promissory note | 244,018 | |
Deferred offering costs charged to APIC | 2,668,701 | |
Note payable to related party converted to subscription of private placement | 444,018 | |
Receivable from the related party for purchase of the private placement | 34,318 | |
Allocation of offering costs to ordinary shares subject to redemption | 3,781,346 | |
Reclassification of ordinary shares subject to redemption | 58,645,200 | |
Remeasurement adjustment on Ordinary Shares subject to possible redemption | 6,336,146 | |
Issuance of representative shares at fair value | 1,741,500 | |
Forfeiture of ordinary shares | $ 23 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS TMT Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on July 6, 2021 The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not commenced any operations. All activity from July 6, 2021 (inception) through June 30, 2023 relates to the Company’s formation and the Initial Public Offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s ability to commence operations is dependent upon financial resources obtained through an IPO of 6,000,000 10.00 370,000 10.00 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 50 Upon the closing of the IPO, $ 10.20 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20 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 Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until 12 months from the closing of the IPO to consummate a Business Combination (or up to 21 months from the closing of the IPO if we extend the period of time to consummate a business combination by the full amount of time) (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 and not previously released to us to pay our taxes, if any (less up to $61,200 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($ 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.20 10.20 The Trust Account Following the closing of the IPO and the sale of over-allotment Units, an aggregate of $ 61,200,000 Liquidity and Capital Resources The registration statement for the Company’s IPO was declared effective on March 27, 2023. On March 30, 2023 the Company consummated the IPO of 6,000,000 10.00 60,000,000 Simultaneously with the closing of the IPO, the Company consummated the private placement of 370,000 10.00 3,700,000 Transaction costs amounted to $ 3,868,701 1,200,000 2,668,701 As of June 30, 2023, the Company had $ 116,187 129,024 25,000 444,018 In addition, in order to finance transaction costs in connection with a business combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan us funds as may be required. As of June 30, 2023, there was no amount outstanding under any loans. Accordingly, the accompanying unaudited condensed financial statements has been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time. The Company cannot provide any assurance that its plans to consummate an Initial Business Combination will be successful. Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of the Initial Business Combination or one year from this filing. These factors, among others, raise substantial doubt about our ability to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements as of June 30, 2023, have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any future period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1. Deferred offering costs consist of legal, accounting, and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that will be charged to shareholders’ equity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - “Expenses of Offering” to allocate offering costs between public shares and public rights based on the estimated fair values of public shares and public rights at the date of issuance. Offering costs were $ 3,868,701 3,868,701 3,781,346 Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in income earned on investment held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Net Income/(Loss) Per Share The Company complies with the accounting and disclosure requirements of FASB ASC 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 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 shareholders. As of June 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income/(loss) per share is the same as basic income/(loss) per share for the period presented. The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE Three Months ended June 30, 2023 Three months ended June 30, 2022 Six months ended June 30, 2023 Six months ended June 30, 2022 Net loss $ 468,703 $ (156 ) $ 371,523 $ (183 ) Income earned on investment held in Trust Account (602,526 ) - (602,526 ) - Accretion of carrying value to redemption value - - (6,336,146 ) - Net loss including accretion of equity into redemption value $ (133,823 ) $ (156 ) $ (6,567,149 ) $ (183 ) SCHEDULE OF INCOME (LOSS) BASIC AND DILUTED PER SHARE Shares Shares Shares Shares Shares Shares Three months ended June 30, 2023 Six months ended Three months ended June 30, 2022 Six months ended June 30, 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Non-Redeemable Non-Redeemable Shares Shares Shares Shares Shares Shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity (98 ,641 ) (35,182 ) (4,121,920 ) (2,445,229 ) (156 ) (183 ) Income earned on investment held in Trust Account 602,526 — 602,526 — — — Accretion of temporary equity to redemption value — — 6,336,146 — — — Allocation of net income/(loss) 503,885 (35,182 ) 2,816,752 (2,445,229 ) (156 ) (183 ) Denominators: Weighted-average shares outstanding 6,000,000 2,140,000 3,082,873 1,828,840 1,500,000 1,500,000 Basic and diluted net income/(loss) per share 0.08 (0.02 ) 0.91 (1.34 ) (0.00 ) (0.00 ) Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity”. Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary share (including ordinary share 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 shareholders’ equity. The Company’s ordinary share features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023, ordinary shares subject to possible redemption are presented at redemption value of $ 10.30 As on June 30, 2023, the ordinary shares reflected in the balance sheet are reconciled in the following table: SCHEDULE OF SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 60,000,000 Less: Proceeds allocated to Public Rights (1,354,800 ) Allocation of offering costs related to redeemable shares (3,781,346 ) Plus: Accretion of carrying value to redemption value 6,336,146 Subsequent measurement of ordinary shares subject to possible redemption (interest earned on trust account) 602,526 Ordinary shares subject to possible redemption $ 61,802,526 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. 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. Any interest payable in respect to US debt obligations held by the Trust Account is intended to qualify for the portfolio interest exemption or otherwise be exempt from U.S. withholding taxes. Furthermore, shareholders of the Company may be subject to tax in their respective jurisdictions based on applicable laws, for instances, U.S. persons may be subject to tax on the amounts deemed received depending on whether the Company is a passive foreign investment company and whether U.S. persons have made any applicable tax elections permitted under applicable law. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING On March 30, 2023, the Company sold 6,000,000 10.00 60,000,000 |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Private Placements | |
PRIVATE PLACEMENTS | NOTE 4 — PRIVATE PLACEMENTS The Sponsor has purchased an aggregate of 370,000 10.00 3,700,000 |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares On August 20, 2021, the Sponsor received 1,437,500 25,000 In January 2022, the Company approved, through a special resolution, the following share capital changes (see Note 7): (a) Each of the authorized but unissued 150,000,000 0.0001 (b) Each of the 1,437,500 1,437,500 0.0001 (c) Upon completion of the above steps, the authorized but unissued 10,000,000 In January 2022, the Company issued an additional 287,500 1,725,000 225,000 225,000 The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination. Promissory Note Related Party On August 20, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 500,000 244,018 444,018 444,018 Due from/ to Related Party As of June 30, 2023, the amount due from related party was $ 34,318 370,000 10.00 3,700,000 10,000 Advisory Services Agreement The Company engaged Ascendant Global Advisors (“Ascendant”) as an advisor in connection with the IPO and business combination, to assist in hiring consultants and other services providers in connection with the IPO and the business combination, assist in the preparation of financial statements and other relevant services to commence trading including filing the necessary documents as part of the transaction. Further, Ascendant will assist in preparing the Company for investor presentations, conferences for due diligence, deal structuring and term negotiations. During the period from July 6, 2021 (inception) through December 31, 2021, $ 100,000 50,000 Administration fee Commencing on March 27, 2023, the listing date of the Company, the Sponsor or its designated affiliate shall be allowed to charge the Company an allocable share of its overhead, up to $ 10,000 30,000 40,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Units and Units that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Right and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of IPO requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company will grant the underwriters a 45-day option from the date of IPO to purchase up to 900,000 225,000 The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $1,200,000 in the aggregate, which was paid upon the closing of the IPO. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the IPO, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 7 — SHAREHOLDERS’ EQUITY Preferred Shares 1,000,000 0.0001 no Ordinary Shares 150,000,000 0.0001 10,000,000 0.0001 Holders of Class A and Class B ordinary shares were entitled to one vote for each share. On August 20, 2021, the Sponsor received 1,437,500 25,000 1,437,500 187,500 In January 2022, the Company approved, through a special resolution, the following share capital changes: (a) Each of the authorized but unissued 150,000,000 0.0001 (b) Each of the 1,437,500 1,437,500 0.0001 (c) Upon completion of the above steps, the authorized but unissued 10,000,000 As an effect of the above, the Company is authorized to issue 150,000,000 0.0001 In January 2022, the Company issued an additional 287,500 As of June 30, 2023, there were 2,140,000 225,000 1,725,000 225,000 Representative Shares — Simultaneously with the closing of the IPO, the Company issued to Maxim Partners LLC, pursuant to the underwriting agreement, 270,000 Representative Shares (the “Representative Shares”). The underwriter has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination 1,741,500 Rights |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through August 8, 2023. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements as of June 30, 2023, have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or any future period. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1. Deferred offering costs consist of legal, accounting, and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that will be charged to shareholders’ equity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - “Expenses of Offering” to allocate offering costs between public shares and public rights based on the estimated fair values of public shares and public rights at the date of issuance. Offering costs were $ 3,868,701 3,868,701 3,781,346 |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in income earned on investment held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Net Income/(Loss) Per Share | Net Income/(Loss) Per Share The Company complies with the accounting and disclosure requirements of FASB ASC 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 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 shareholders. As of June 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income/(loss) per share is the same as basic income/(loss) per share for the period presented. The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE Three Months ended June 30, 2023 Three months ended June 30, 2022 Six months ended June 30, 2023 Six months ended June 30, 2022 Net loss $ 468,703 $ (156 ) $ 371,523 $ (183 ) Income earned on investment held in Trust Account (602,526 ) - (602,526 ) - Accretion of carrying value to redemption value - - (6,336,146 ) - Net loss including accretion of equity into redemption value $ (133,823 ) $ (156 ) $ (6,567,149 ) $ (183 ) SCHEDULE OF INCOME (LOSS) BASIC AND DILUTED PER SHARE Shares Shares Shares Shares Shares Shares Three months ended June 30, 2023 Six months ended Three months ended June 30, 2022 Six months ended June 30, 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Non-Redeemable Non-Redeemable Shares Shares Shares Shares Shares Shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity (98 ,641 ) (35,182 ) (4,121,920 ) (2,445,229 ) (156 ) (183 ) Income earned on investment held in Trust Account 602,526 — 602,526 — — — Accretion of temporary equity to redemption value — — 6,336,146 — — — Allocation of net income/(loss) 503,885 (35,182 ) 2,816,752 (2,445,229 ) (156 ) (183 ) Denominators: Weighted-average shares outstanding 6,000,000 2,140,000 3,082,873 1,828,840 1,500,000 1,500,000 Basic and diluted net income/(loss) per share 0.08 (0.02 ) 0.91 (1.34 ) (0.00 ) (0.00 ) |
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 Topic 480 “Distinguishing Liabilities from Equity”. Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary share (including ordinary share 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 shareholders’ equity. The Company’s ordinary share features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023, ordinary shares subject to possible redemption are presented at redemption value of $ 10.30 As on June 30, 2023, the ordinary shares reflected in the balance sheet are reconciled in the following table: SCHEDULE OF SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 60,000,000 Less: Proceeds allocated to Public Rights (1,354,800 ) Allocation of offering costs related to redeemable shares (3,781,346 ) Plus: Accretion of carrying value to redemption value 6,336,146 Subsequent measurement of ordinary shares subject to possible redemption (interest earned on trust account) 602,526 Ordinary shares subject to possible redemption $ 61,802,526 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. 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. Any interest payable in respect to US debt obligations held by the Trust Account is intended to qualify for the portfolio interest exemption or otherwise be exempt from U.S. withholding taxes. Furthermore, shareholders of the Company may be subject to tax in their respective jurisdictions based on applicable laws, for instances, U.S. persons may be subject to tax on the amounts deemed received depending on whether the Company is a passive foreign investment company and whether U.S. persons have made any applicable tax elections permitted under applicable law. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF NET INCOME (LOSS) PER SHARE | The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE Three Months ended June 30, 2023 Three months ended June 30, 2022 Six months ended June 30, 2023 Six months ended June 30, 2022 Net loss $ 468,703 $ (156 ) $ 371,523 $ (183 ) Income earned on investment held in Trust Account (602,526 ) - (602,526 ) - Accretion of carrying value to redemption value - - (6,336,146 ) - Net loss including accretion of equity into redemption value $ (133,823 ) $ (156 ) $ (6,567,149 ) $ (183 ) |
SCHEDULE OF INCOME (LOSS) BASIC AND DILUTED PER SHARE | SCHEDULE OF INCOME (LOSS) BASIC AND DILUTED PER SHARE Shares Shares Shares Shares Shares Shares Three months ended June 30, 2023 Six months ended Three months ended June 30, 2022 Six months ended June 30, 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Non-Redeemable Non-Redeemable Shares Shares Shares Shares Shares Shares Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity (98 ,641 ) (35,182 ) (4,121,920 ) (2,445,229 ) (156 ) (183 ) Income earned on investment held in Trust Account 602,526 — 602,526 — — — Accretion of temporary equity to redemption value — — 6,336,146 — — — Allocation of net income/(loss) 503,885 (35,182 ) 2,816,752 (2,445,229 ) (156 ) (183 ) Denominators: Weighted-average shares outstanding 6,000,000 2,140,000 3,082,873 1,828,840 1,500,000 1,500,000 Basic and diluted net income/(loss) per share 0.08 (0.02 ) 0.91 (1.34 ) (0.00 ) (0.00 ) |
SCHEDULE OF SUBJECT TO POSSIBLE REDEMPTION | As on June 30, 2023, the ordinary shares reflected in the balance sheet are reconciled in the following table: SCHEDULE OF SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 60,000,000 Less: Proceeds allocated to Public Rights (1,354,800 ) Allocation of offering costs related to redeemable shares (3,781,346 ) Plus: Accretion of carrying value to redemption value 6,336,146 Subsequent measurement of ordinary shares subject to possible redemption (interest earned on trust account) 602,526 Ordinary shares subject to possible redemption $ 61,802,526 |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 6 Months Ended | |||
Mar. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Date of incorporation | Jul. 06, 2021 | |||
Shares issued price per share | $ 10.20 | |||
Cash deposited into Trust Account | $ 61,200,000 | |||
Proceeds from issuance of initial public offering | 60,000,000 | |||
Proceeds from issuance of private placement | 3,221,664 | |||
Transaction costs | 3,868,701 | |||
Underwriting fees | 1,200,000 | |||
Other offering costs | 2,668,701 | |||
Cash | 116,187 | $ 47,478 | ||
Working capital | 129,024 | |||
Deferred offering costs | 25,000 | |||
Unsecured promissory notes | $ 444,018 | |||
Post Business Combination [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of voting interests acquired | 50% | |||
Minimum [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of fair market value of business acquisition | 80% | |||
Business combination, net tangible assets | $ 5,000,001 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 6,000,000 | 6,000,000 | ||
Shares issued price per share | $ 10 | $ 10 | ||
Business combination description | The Company will have until 12 months from the closing of the IPO to consummate a Business Combination (or up to 21 months from the closing of the IPO if we extend the period of time to consummate a business combination by the full amount of time) (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 and not previously released to us to pay our taxes, if any (less up to $61,200 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | |||
Proceeds from issuance of initial public offering | $ 60,000,000 | |||
Deferred offering costs | $ 3,868,701 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 370,000 | 370,000 | ||
Shares issued price per share | $ 10 | $ 10 | ||
Proceeds from issuance of private placement | $ 3,700,000 |
SCHEDULE OF NET INCOME (LOSS) P
SCHEDULE OF NET INCOME (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||||
Net loss | $ 468,703 | $ (97,180) | $ (156) | $ (27) | $ 371,523 | $ (183) |
Income earned on investment held in Trust Account | (602,526) | (602,526) | ||||
Accretion of carrying value to redemption value | (6,336,146) | |||||
Net loss including accretion of equity into redemption value | $ (133,823) | $ (156) | $ (6,567,149) | $ (183) |
SCHEDULE OF INCOME (LOSS) BASIC
SCHEDULE OF INCOME (LOSS) BASIC AND DILUTED PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income earned on investment held in Trust Account | $ (602,526) | $ (602,526) | ||||
Accretion of temporary equity to redemption value | (6,336,146) | |||||
Allocation of net income/(loss) | $ 468,703 | $ (97,180) | $ (156) | $ (27) | $ 371,523 | $ (183) |
Weighted-average shares outstanding | 6,000,000 | 3,082,873 | ||||
Basic net income/(loss) per share | $ 0.08 | $ 0.91 | ||||
Diluted net income/(loss) per share | $ (0.02) | 0 | $ (1.34) | $ 0 | ||
Redeemable Common Stock [Member] | ||||||
Allocation of net loss including accretion of temporary equity | $ (98) | $ (4,121,920) | ||||
Income earned on investment held in Trust Account | 602,526 | 602,526 | ||||
Accretion of temporary equity to redemption value | 6,336,146 | |||||
Allocation of net income/(loss) | $ 503,885 | $ 2,816,752 | ||||
Weighted-average shares outstanding | 6,000,000 | 3,082,873 | ||||
Basic net income/(loss) per share | $ 0.08 | $ 0 | $ 0.91 | |||
Diluted net income/(loss) per share | $ 0.08 | $ 0.91 | ||||
Non Redeemable Common Stock [Member] | ||||||
Allocation of net loss including accretion of temporary equity | $ (35,182) | $ (156) | $ (2,445,229) | $ (183) | ||
Income earned on investment held in Trust Account | ||||||
Accretion of temporary equity to redemption value | ||||||
Allocation of net income/(loss) | $ (35,182) | $ (156) | $ (2,445,229) | $ (183) | ||
Weighted-average shares outstanding | 2,140,000 | 1,500,000 | 1,828,840 | 1,500,000 | ||
Basic net income/(loss) per share | $ (0.02) | $ (1.34) | $ 0 | |||
Diluted net income/(loss) per share | $ (0.02) | $ 0 | $ (1.34) | $ 0 |
SCHEDULE OF SUBJECT TO POSSIBLE
SCHEDULE OF SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Gross proceeds | $ 60,000,000 | ||||
Allocation of offering costs related to redeemable shares | $ (3,781,346) | ||||
Subsequent measurement of ordinary shares subject to possible redemption (interest earned on trust account) | $ (602,526) | ||||
Ordinary shares subject to possible redemption | $ 61,802,526 | $ 61,802,526 | |||
Common Stock Subject to Mandatory Redemption [Member] | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Gross proceeds | 60,000,000 | ||||
Proceeds allocated to Public Rights | (1,354,800) | ||||
Accretion of carrying value to redemption value | 6,336,146 | ||||
Subsequent measurement of ordinary shares subject to possible redemption (interest earned on trust account) | 602,526 | ||||
Ordinary shares subject to possible redemption | $ 61,802,526 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Cash and cash equivalents | $ 0 | $ 0 | |
Cash FDIC insured amount | 250,000 | ||
Offering costs | $ 25,000 | ||
Allocation of offering costs related to redeemable shares | $ 3,781,346 | ||
Temporary equity redemption price per share | $ 10.30 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Offering costs | $ 3,868,701 | ||
Allocation of offering costs related to redeemable shares | $ 3,781,346 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 6 Months Ended | ||
Mar. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued price per share | $ 10.20 | ||
Proceeds from sale of ordinary shares | $ 60,000,000 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 6,000,000 | 6,000,000 | |
Shares issued price per share | $ 10 | $ 10 | |
Proceeds from sale of ordinary shares | $ 60,000,000 |
PRIVATE PLACEMENTS (Details Nar
PRIVATE PLACEMENTS (Details Narrative) - USD ($) | 6 Months Ended | |
Mar. 30, 2023 | Jun. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued price per share | $ 10.20 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of private units sold, shares | 370,000 | 370,000 |
Shares issued price per share | $ 10 | $ 10 |
Private Placement [Member] | Sponsor [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of private units sold, shares | 370,000 | 370,000 |
Shares issued price per share | $ 10 | $ 10 |
Proceeds from sale of units | $ 3,700,000 | $ 3,700,000 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Mar. 30, 2023 | Mar. 27, 2023 | Jan. 31, 2022 | Aug. 20, 2021 | Jan. 31, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Business acquisitions name of acquired entity | The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination. | |||||||||||
Sale of stock, price per share | $ 10.20 | $ 10.20 | ||||||||||
Administration fee | $ 30,000 | $ 40,000 | ||||||||||
Deferred offering costs | $ 25,000 | $ 25,000 | ||||||||||
Service [Member] | ||||||||||||
Deferred offering costs | $ 50,000 | $ 100,000 | ||||||||||
Private Placement [Member] | ||||||||||||
Number of private units sold, shares | 370,000 | 370,000 | ||||||||||
Sale of stock, price per share | $ 10 | $ 10 | $ 10 | |||||||||
Private Placement [Member] | Sponsor [Member] | ||||||||||||
Proceeds from sale of units | $ 3,700,000 | $ 3,700,000 | ||||||||||
Number of private units sold, shares | 370,000 | 370,000 | ||||||||||
Sale of stock, price per share | $ 10 | $ 10 | $ 10 | |||||||||
Promissory Note [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 300,000 | $ 444,018 | ||||||||||
Common Stock [Member] | ||||||||||||
Common stock shares subject to forfeiture | 225,000 | 225,000 | 225,000 | |||||||||
Number of private units sold, shares | 6,000,000 | |||||||||||
Maximum [Member] | Promissory Note [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||
Maximum [Member] | Common Stock [Member] | ||||||||||||
Common stock shares subject to forfeiture | 225,000 | 225,000 | ||||||||||
Sponsor [Member] | ||||||||||||
Number of additional shares issued to sponsor | 287,500 | 287,500 | ||||||||||
Number of shares issued | 1,725,000 | 1,725,000 | ||||||||||
Sponsor fees | $ 10,000 | |||||||||||
Related Party [Member] | ||||||||||||
Other Liabilities | $ 444,018 | $ 444,018 | ||||||||||
Other receivable net current | $ 34,318 | 34,318 | ||||||||||
Administration fee | $ 10,000 | |||||||||||
Related Party [Member] | Promissory Note [Member] | ||||||||||||
Other Liabilities | $ 244,018 | |||||||||||
Common Class B [Member] | ||||||||||||
Common stock shares subject to forfeiture | 10,000,000 | 10,000,000 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Number of shares repurchased | 1,437,500 | 1,437,500 | ||||||||||
Number of private units sold, shares | 1,437,500 | 1,437,500 | ||||||||||
Number of additional shares issued to sponsor | 1,437,500 | |||||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||
Number of shares issued, sale of transactions | 1,437,500 | |||||||||||
Proceeds from sale of units | $ 25,000 | |||||||||||
Common Class A [Member] | ||||||||||||
Common stock shares subject to forfeiture | 150,000,000 | 150,000,000 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 shares | |
Subsidiary, Sale of Stock [Line Items] | |
Underwriting commitments | The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $1,200,000 in the aggregate, which was paid upon the closing of the IPO. |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Proceeds from sale of public units, shares | 900,000 |
Common stock shares subject to forfeiture | 225,000 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2022 | Aug. 20, 2021 | Jan. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Common stock shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock voting rights | Holders of Class A and Class B ordinary shares were entitled to one vote for each share. | |||||
Number of shares issued, value | $ 60,000,000 | |||||
Ordinary shares issued | 2,140,000 | 1,725,000 | ||||
Ordinary shares outstanding | 2,140,000 | 1,725,000 | ||||
Sale of stock description | Simultaneously with the closing of the IPO, the Company issued to Maxim Partners LLC, pursuant to the underwriting agreement, 270,000 Representative Shares (the “Representative Shares”). The underwriter has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination | |||||
Fair value of representative shares | $ 1,741,500 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 6,000,000 | |||||
Number of shares issued, value | $ 600 | |||||
Number of shares forfeitured | (225,000) | |||||
Common stock shares subject to forfeiture | 225,000 | 225,000 | ||||
Sponsor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of additional shares issued to sponsor | 287,500 | 287,500 | ||||
Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 900,000 | |||||
Number of shares forfeitured | 187,500 | |||||
Common stock shares subject to forfeiture | 225,000 | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 150,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock shares subject to forfeiture | 150,000,000 | 150,000,000 | ||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 10,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Number of shares issued | 1,437,500 | 1,437,500 | ||||
Number of shares issued, value | $ 25,000 | |||||
Common stock shares subject to forfeiture | 10,000,000 | 10,000,000 | ||||
Number of shares in issue were repurchased | 1,437,500 | 1,437,500 | ||||
Number of additional shares issued to sponsor | 1,437,500 |