Cover
Cover - shares | 9 Months Ended | ||
Sep. 30, 2022 | Jul. 26, 2024 | Nov. 08, 2022 | |
Document Type | 10-Q/A | ||
Amendment Flag | true | ||
Amendment Description | Metal Sky Star Acquisition Corporation (the “Company”, “we”, “our”, or “us”) is filing this Amendment No. 1 to its Quarter Report on Form 10-Q/A (the “Amendment”) to amend its Quarter Report on Form 10-Q for the quarter ended September 30, 2022 (the “Q3 2022 Form 10-Q”), as filed with the Securities and Exchange Commission on November 8, 2022, to (i) restate its financial statements as of and for the quarter ended September 30, 2022, which should no longer be relied on and being restated herein; and (ii) describe the restatement and its impact on previously reported amounts. | ||
Document Quarterly Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Sep. 30, 2022 | ||
Document Fiscal Period Focus | Q3 | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41344 | ||
Entity Registrant Name | METAL SKY STAR ACQUISITION CORPORATION | ||
Entity Central Index Key | 0001882464 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 132 West 31st Street | ||
Entity Address, Address Line Two | First Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10001 | ||
City Area Code | (332) | ||
Local Phone Number | 237-6141 | ||
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 | 6,407,416 | 14,705,000 | |
Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right | |||
Title of 12(b) Security | Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right | ||
Trading Symbol | MSSAU | ||
Security Exchange Name | NASDAQ | ||
Ordinary Shares, $0.001 par value | |||
Title of 12(b) Security | Ordinary Shares, $0.001 par value | ||
Trading Symbol | MSSA | ||
Security Exchange Name | NASDAQ | ||
Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share | |||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share | ||
Trading Symbol | MSSAW | ||
Security Exchange Name | NASDAQ | ||
Rights to receive one-tenth (1/10 | |||
Title of 12(b) Security | Rights to receive one-tenth (1/10th) of one Ordinary Share | ||
Trading Symbol | MSSAR | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash in escrow | $ 188,402 | $ 95,978 |
Prepaid insurance | 79,366 | |
Deferred offering cost | 236,522 | |
Total current assets | 267,768 | 332,500 |
Noncurrent assets: | ||
Marketable securities held in trust account | 115,680,827 | |
Total noncurrent assets | 115,680,827 | |
TOTAL ASSETS | 115,948,595 | 332,500 |
Current liabilities: | ||
Accrued expenses | 79,628 | 800 |
Accrued offering costs | 31,550 | |
Promissory note- related party | 300,000 | |
Total current liabilities | 79,628 | 332,350 |
Noncurrent liabilities: | ||
Deferred underwriting commissions | 2,875,000 | |
Total noncurrent liabilities | 2,875,000 | |
Total liabilities | 2,954,628 | 332,350 |
Commitments and contingencies (Note 6) | ||
Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value $10.06 per value at September 30, 2022 | 115,680,827 | |
Shareholder’s (Deficit) Equity: | ||
Ordinary shares, $0.001 par value; 50,000,000 shares authorized; 3,205,000 and 2,875,000 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively, excluding 11,500,000 shares subject to possible redemption at September 30, 2022. | 3,205 | 2,875 |
Additional paid-in capital | 22,125 | |
Accumulated deficit | (2,690,065) | (24,850) |
Total Shareholder’s (Deficit) Equity | (2,686,860) | 150 |
TOTAL LIABILITIES AND SHAREHOLDER’S (DEFICIT) EQUITY | $ 115,948,595 | $ 332,500 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Temporary equity, shares outstanding | 11,500,000 | 11,500,000 |
Temporary equity, redemption price per share | $ 10 | $ 10 |
Ordinary shares, par value | $ 0.001 | $ 0.001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 3,205,000 | 2,875,000 |
Ordinary shares, shares outstanding | 3,205,000 | 2,875,000 |
Statement of Operations (Unaudi
Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Formation and operational costs | $ 110,104 | $ 3,900 | $ 15,650 | $ 282,269 |
Loss from operation costs | 110,104 | 3,900 | 15,650 | 282,269 |
Other (income) expenses: | ||||
Interest income | 519,917 | 680,827 | ||
Total other income | 519,917 | 680,827 | ||
Income (loss) before income taxes | 409,813 | (3,900) | (15,650) | 398,558 |
Net income (loss) | $ 409,813 | $ (3,900) | $ (15,650) | $ 398,558 |
Ordinary Shares Subject to Possible Redemption [Member] | ||||
Other (income) expenses: | ||||
Basic weighted average shares outstanding | 11,500,000 | 7,540,293 | ||
Diluted weighted average shares outstanding | 11,500,000 | 7,540,293 | ||
Basic net income loss per share | $ 0.04 | $ 0.79 | ||
Diluted net income loss per share | $ 0.04 | $ 0.79 | ||
Ordinary Shares Not Subject To Possible Redemption [Member] | ||||
Other (income) expenses: | ||||
Basic weighted average shares outstanding | 3,205,000 | 2,875,000 | 2,875,000 | 3,091,374 |
Diluted weighted average shares outstanding | 3,205,000 | 2,875,000 | 2,875,000 | 3,091,374 |
Basic net income loss per share | $ (0.01) | $ 0 | $ (0.01) | $ (1.80) |
Diluted net income loss per share | $ (0.01) | $ 0 | $ (0.01) | $ (1.80) |
Statements of Changes in Shareh
Statements of Changes in Shareholder's (Deficit) Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance at May. 04, 2021 | |||||
Balance, Shares at May. 04, 2021 | |||||
Net Income (loss) | (11,750) | (11,750) | |||
Issuance of Founder Share to Sponsor | $ 1,438 | 23,562 | 25,000 | ||
Issuance of Founder Share to Sponsor, shares | 1,437,501 | ||||
Cancellation of Founder Share to Sponsor | $ 0 | 0 | |||
Cancellation of Founder Share to Sponsor, shares | (1) | ||||
Repurchase of Founder Share | $ (1,438) | (23,562) | (25,000) | ||
Repurchase of Founder Share, shares | (1,437,500) | ||||
Issuance of Founder Shares to Sponsor | [1] | $ 2,875 | 22,125 | 25,000 | |
Issuance of Founder Shares to Sponsor, shares | [1] | 2,875,000 | |||
Balance at Jun. 30, 2021 | $ 2,875 | 22,125 | (11,750) | 13,250 | |
Balance, Shares at Jun. 30, 2021 | 2,875,000 | ||||
Net Income (loss) | (3,900) | (3,900) | |||
Balance at Sep. 30, 2021 | $ 2,875 | 22,125 | (15,650) | 9,350 | |
Balance, Shares at Sep. 30, 2021 | 2,875,000 | ||||
Balance at Dec. 31, 2021 | $ 2,875 | 22,125 | (24,850) | 150 | |
Balance, Shares at Dec. 31, 2021 | 2,875,000 | ||||
Net Income (loss) | (3,550) | (3,550) | |||
Balance at Mar. 31, 2022 | $ 2,875 | 22,125 | (28,400) | (3,400) | |
Balance, Shares at Mar. 31, 2022 | 2,875,000 | ||||
Net Income (loss) | (7,705) | (7,705) | |||
Issuance of public shares at initial public offering | $ 11,500 | 114,988,500 | 115,000,000 | ||
Issuance of public shares at initial public offering, shares | 11,500,000 | ||||
Underwriters’ Discount | (5,175,000) | (5,175,000) | |||
Offering costs | (529,741) | (529,741) | |||
Sale of shares to sponsor in private placement | $ 330 | 3,299,670 | 3,300,000 | ||
Sale of shares to sponsor in private placement, shares | 330,000 | ||||
Initial value of ordinary stock subject to possible redemption | $ (11,500) | (101,188,500) | (101,200,000) | ||
Initial value of ordinary stock subject to possible redemption, shares | (11,500,000) | ||||
Allocation of offering costs related to redeemable shares | 5,020,172 | 5,020,172 | |||
Accretion of carrying value of redeemable shares to redemption value | (16,437,226) | (2,382,946) | (18,820,172) | ||
Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account) | (160,910) | (160,910) | |||
Balance at Jun. 30, 2022 | $ 3,205 | (2,579,961) | (2,576,756) | ||
Balance, Shares at Jun. 30, 2022 | 3,205,000 | ||||
Net Income (loss) | 409,813 | 409,813 | |||
Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account) | (519,917) | (519,917) | |||
Balance at Sep. 30, 2022 | $ 3,205 | $ (2,690,065) | $ (2,686,860) | ||
Balance, Shares at Sep. 30, 2022 | 3,205,000 | ||||
[1]Includes an aggregate of up to 375,000 |
Statements of Changes in Shar_2
Statements of Changes in Shareholder's (Deficit) Equity (Unaudited) (Parenthetical) | 5 Months Ended |
Sep. 30, 2021 shares | |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Ordinary shares subject to forfeiture | 375,000 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 5 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (15,650) | $ 398,558 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned in trust account | (680,827) | |
Amortization | 78,134 | |
Net changes in operating assets & liabilities: | ||
Deferred offering costs | (114,747) | 236,522 |
Prepaid expenses | (157,500) | |
Accrued offering costs | 26,450 | (31,550) |
Accrued expenses | 78,828 | |
Net cash used in operating activities | (103,947) | (77,835) |
Cash flows from investing activities: | ||
Investment of cash in Trust Account | (115,000,000) | |
Net cash used in investing activities | (115,000,000) | |
Cash flows from financing activities: | ||
Borrowing to related party | 300,000 | |
Proceeds from issuance of Founder Shares to Sponsor | 25,000 | |
Proceeds from sale of private placement units | 3,300,000 | |
Proceeds from sale of Units | 114,700,000 | |
Payment of offering costs | (2,829,741) | |
Net cash provided by financing activities | 325,000 | 115,170,259 |
Net increase in cash and cash equivalents | 221,053 | 92,424 |
Cash and cash equivalents at beginning of period | 95,978 | |
Cash and cash equivalents at end of period | 221,053 | 188,402 |
Supplemental disclosure of non-cash investing and financing Activities: | ||
Deferred offering costs included in accrued offering cost | 26,450 | |
Defer underwriting compensation | 2,875,000 | |
Initial value of ordinary stock subject to possible redemption | 101,200,000 | |
Reclassification of offering costs related to public shares | (5,020,172) | |
Change in value of ordinary shares subject to redemption | 18,820,172 | |
Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account) | $ 680,827 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED) | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED) Metal Sky Star Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on May 5, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company’s efforts in identifying prospective target businesses will not be limited to a particular geographic region. 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 M-Star Management Corporation, a British Virgin Islands incorporated company (the “Sponsor”). At September 30, 2022, the Company had not yet commenced any operations. All activity through September 30, 2022 relates to the Company’s formation and the proposed initial public offering (“IPO”). The Company will not generate any operating revenues until after the completion of a 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 will have 9 months from the closing of the IPO (or up to 21 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) to consummate a Business Combination (the “Combination Period”). If the Company fails to consummate a Business Combination within the Combination Period, it will trigger its automatic winding up, liquidation and subsequent dissolution pursuant to the terms of the Company’s amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from the Company’s shareholders to commence such a voluntary winding up, liquidation and subsequent dissolution. On April 5, 2022, the Company consummated the IPO of 11,500,000 1,500,000 10.00 115,000,000 The Trust Account As of April 5, 2022, a total of $ 115,682,250 115,000,000 115,680,827 nil The funds held in the Trust Account will be invested only in United States government treasury bills, bonds or notes having a maturity of 180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in United States government treasuries. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s liquidation. Liquidity On April 5, 2022, the Company consummated the IPO of 11,500,000 10.00 115,000,000 Simultaneously with the consummation of the IPO, the Company sold to its Sponsor 330,000 10.00 3,300,000 Offering costs amounted to $ 5,704,741 2,300,000 2,875,000 529,741 25,000 115,682,250 As of September 30, 2022 and December 31, 2021, the Company had $ 188,402 95,978 115,680,827 nil 2,875,000 nil In September 2021, the Company repurchased 1,437,500 25,000 2,875,000 25,000 375,000 20 The 2,875,000 375,000 20 Going Concern and Management Liquidity Plan As of September 30, 2022, the Company had $ 188,402 188,140 The Company’s liquidity needs up to the closing of the IPO on April 5, 2022 had been satisfied through proceeds from notes payable and advances from related party and from the issuance of common stock. 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, provide the Company with working capital. The Company’s management plans to continue its efforts to complete a Business Combination within the Combination Period after the closing of the Initial Public Offering. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain other financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. We have 21 months from the closing of the Initial Public Offering to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements. Restatement on Previously Issued Financial Statements In connection with the preparation of the 10-K for the year ended December 31, 2023, management of the Company identified that cash held in Trust Account (marketable securities held in Trust Account) and deferred underwriting commissions were improperly classified as current assets and current liabilities instead of noncurrent assets and noncurrent liabilities, respectively. In accordance with FASB ASC Topic 210 Balance Sheet, the fund held in the Trust Account should not be classified as current assets as it will be used for other than current operation purposes, and deferred offering commissions should not be classified as current liabilities as it will be settled out of the funds held in the Trust Account, the misclassification resulted in an overstatement of current assets and current liabilities, and an understatement of non-current assets and non-current liabilities as of April 5, 2022, June 30, 2022, September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023, respectively. The following table illustrates the impact of the restatement of the cash held in Trust Account (marketable securities held in Trust Account) and deferred underwriting commissions on the Company’s balance sheets as of September 30, 2022: SCHEDULE OF RESTATEMENT OF CASH HELD IN TRUST ACCOUNT As of September 30, 2022: As Previously Reported Adjustment As Restated Current assets: Marketable securities held in Trust Account $ 115,680,827 $ (115,680,827 ) $ - Total current assets 115,948,595 (115,680,827 ) 267,768 Noncurrent assets: Marketable securities held in Trust Account - 115,680,827 115,680,827 Total noncurrent assets - 115,680,827 115,680,827 Total assets 115,948,595 - 115,948,595 Current liabilities: Deferred underwriting commissions $ 2,875,000 $ (2,875,000 ) $ - Total current liabilities 2,954,628 (2,875,000 ) 79,628 Noncurrent liabilities: Deferred underwriting commissions - 2,875,000 2,875,000 Total noncurrent liabilities - 2,875,000 2,875,000 Total liabilities 2,954,628 - 2,954,628 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
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 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 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022. The Company have cash held in escrow $ 188,402 95,978 Deferred Offering Costs Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that directly related to the IPO. As of April 5, 2022, offering costs amounted to $ 5,704,741 2,300,000 2,875,000 529,741 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Income (Loss) Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The calculation of diluted income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,915,000 The net income (loss) per share presented in the statement of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE Numerators: For the three months September 30, 2022 For the three months September 30, 2021 For the nine months September 30, 2022 For the Period ended from May 5, 2021 (inception) to September 30, 2021 Basic and Diluted net income (loss) per share: Non-redeemable shares Redeemable shares Non-redeemable shares Redeemable shares Non-redeemable shares Redeemable shares Non-redeemable shares Redeemable shares Numerators: Allocation of net losses $ (23,998 ) $ (86,106 ) $ (3,900 ) $ - $ (5,554,424 ) $ (13,548,017 ) $ (15,650 ) $ - Accretion of temporary equity - - - - - 18,820,172 - - Accretion of temporary equity - interest - 519,917 - - - 680,827 - - Allocation of net income (loss) $ (23,998 ) $ 433,811 $ (3,900 ) $ - $ (5,554,424 ) $ 5,952,982 $ (15,650 ) $ - Denominators: Weighted-average shares outstanding 3,205,000 11,500,000 2,875,000 - 3,091,374 7,540,293 2,875,000 - Basic and diluted net income (loss) per share $ (0.01 ) $ 0.04 $ (0.00 ) $ - $ (1.80 ) $ 0.79 $ (0.01 ) $ - Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 1 Because there is a possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate and our securities will trade on Nasdaq following the date of this prospectus, we may become a “covered corporation”. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Warrants The Company evaluates the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both Public and Private Warrants will be classified in shareholders’ equity. 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 is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value (plus any interest earned on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2022 | |
Regulated Operations [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On April 5, 2022, the Company sold 11,500,000 1,500,000 10.00 115,000,000 The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to an additional 1,500,000 1,500,000 10.00 15,000,000 At September 30, 2022, the ordinary share reflect in the balance sheet are reconciled in the following tables: SCHEDULE OF ORDINARY SHARES REFLECTED IN BALANCE SHEET Gross proceeds from public shares $ 115,000,000 Less: Proceeds allocated to public rights (8,510,000 ) Proceeds allocated to public warrants (5,290,000 ) Allocation of offering costs related to ordinary shares (5,020,172 ) Plus: Accretion of carrying value to redemption value 18,820,172 Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on trust account) 680,827 Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account) $ 115,680,827 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT The Sponsor has committed to purchase an aggregate of 300,000 330,000 10.00 3,000,000 3,300,000 3,300,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In May 2021, Harneys Fiduciary (Cayman) Limited transferred one ordinary share to the Sponsor for par value. On July 5, 2021 the Company redeemed the one share for par value and the Sponsor purchased 1,437,500 25,000 The 1,437,500 187,500 20% In September 2021, the Company repurchased 1,437,500 25,000 2,875,000 25,000 375,000 20 Administrative Services Agreement The Company entered into an administrative services agreement, commencing on April 5, 2022, through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay to the Sponsor a total of $ 10,000 28,333 30,000 58,333 Promissory Note — Related Party On June 15, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 300,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (AS RESTATED) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES (AS RESTATED) | NOTE 6. COMMITMENTS AND CONTINGENCIES (AS RESTATED) Risks and Uncertainties Management continues to evaluate 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 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. In the beginning of February 2022, the Russian Federation and Belarus commenced a military action against the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. On August 16, 2022, IR Act was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 1 Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Because there is a possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate and our securities will trade on Nasdaq following the date of this prospectus, we may become a “covered corporation”. Registration Rights The holders 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 the IPO. The holders of these securities are entitled to make up to three demands, excluding short form 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 the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On August 10, 2021, the Company engaged Ladenburg Thalmann & Co. Inc. as its underwriter. The Company will grant the underwriters a 45-day option to purchase up to 1,500,000 Ladenburg Thalmann has agreed to revise the warrant agreement that the warrant is exercisable on the later of one year after the closing of this offering or the consummation of an initial business combination. The underwriters will be entitled to a cash underwriting discount of: (i) two percent ( 2.0150 2,000,000 2,300,000 2.50 2,500,000 2,875,000 2,875,000 nil Professional Fees The Company has paid professional fees of $ 25,000 150,000 The Company enter into the agreement with monthly retainer of $5,000 starting form April 1, 2022. 30,000 |
SHAREHOLDER_S EQUITY
SHAREHOLDER’S EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SHAREHOLDER’S EQUITY | NOTE 7. SHAREHOLDER’S EQUITY Ordinary Shares The Company is authorized to issue 50,000,000 0.001 Holders of the ordinary shares are entitled to one vote for each ordinary share. 3,205,000 11,500,000 375,000 Warrants Each warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 0.01 30 18.00 20 60 In addition, if (a) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 60 9.20 115 180 The Company complies with ASC 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2022, assets held in the trust account were entirely comprised of marketable securities. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Assets September 30, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Marketable Securities held in Trust Account $ 115,680,827 $ - $ - Assets December 31, 2021 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Marketable Securities held in Trust Account $ - $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to November 8, 2022, the date the financial statements were available to issue. 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) | 9 Months Ended |
Sep. 30, 2022 | |
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 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 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022. The Company have cash held in escrow $ 188,402 95,978 |
Deferred Offering Costs | Deferred Offering Costs Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that directly related to the IPO. As of April 5, 2022, offering costs amounted to $ 5,704,741 2,300,000 2,875,000 529,741 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The calculation of diluted income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,915,000 The net income (loss) per share presented in the statement of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE Numerators: For the three months September 30, 2022 For the three months September 30, 2021 For the nine months September 30, 2022 For the Period ended from May 5, 2021 (inception) to September 30, 2021 Basic and Diluted net income (loss) per share: Non-redeemable shares Redeemable shares Non-redeemable shares Redeemable shares Non-redeemable shares Redeemable shares Non-redeemable shares Redeemable shares Numerators: Allocation of net losses $ (23,998 ) $ (86,106 ) $ (3,900 ) $ - $ (5,554,424 ) $ (13,548,017 ) $ (15,650 ) $ - Accretion of temporary equity - - - - - 18,820,172 - - Accretion of temporary equity - interest - 519,917 - - - 680,827 - - Allocation of net income (loss) $ (23,998 ) $ 433,811 $ (3,900 ) $ - $ (5,554,424 ) $ 5,952,982 $ (15,650 ) $ - Denominators: Weighted-average shares outstanding 3,205,000 11,500,000 2,875,000 - 3,091,374 7,540,293 2,875,000 - Basic and diluted net income (loss) per share $ (0.01 ) $ 0.04 $ (0.00 ) $ - $ (1.80 ) $ 0.79 $ (0.01 ) $ - |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 1 Because there is a possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate and our securities will trade on Nasdaq following the date of this prospectus, we may become a “covered corporation”. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Warrants | Warrants The Company evaluates the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both Public and Private Warrants will be classified in shareholders’ equity. |
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 is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value (plus any interest earned on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF RESTATEMENT OF CASH HELD IN TRUST ACCOUNT | The following table illustrates the impact of the restatement of the cash held in Trust Account (marketable securities held in Trust Account) and deferred underwriting commissions on the Company’s balance sheets as of September 30, 2022: SCHEDULE OF RESTATEMENT OF CASH HELD IN TRUST ACCOUNT As of September 30, 2022: As Previously Reported Adjustment As Restated Current assets: Marketable securities held in Trust Account $ 115,680,827 $ (115,680,827 ) $ - Total current assets 115,948,595 (115,680,827 ) 267,768 Noncurrent assets: Marketable securities held in Trust Account - 115,680,827 115,680,827 Total noncurrent assets - 115,680,827 115,680,827 Total assets 115,948,595 - 115,948,595 Current liabilities: Deferred underwriting commissions $ 2,875,000 $ (2,875,000 ) $ - Total current liabilities 2,954,628 (2,875,000 ) 79,628 Noncurrent liabilities: Deferred underwriting commissions - 2,875,000 2,875,000 Total noncurrent liabilities - 2,875,000 2,875,000 Total liabilities 2,954,628 - 2,954,628 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF NET INCOME (LOSS) PER SHARE | The net income (loss) per share presented in the statement of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE Numerators: For the three months September 30, 2022 For the three months September 30, 2021 For the nine months September 30, 2022 For the Period ended from May 5, 2021 (inception) to September 30, 2021 Basic and Diluted net income (loss) per share: Non-redeemable shares Redeemable shares Non-redeemable shares Redeemable shares Non-redeemable shares Redeemable shares Non-redeemable shares Redeemable shares Numerators: Allocation of net losses $ (23,998 ) $ (86,106 ) $ (3,900 ) $ - $ (5,554,424 ) $ (13,548,017 ) $ (15,650 ) $ - Accretion of temporary equity - - - - - 18,820,172 - - Accretion of temporary equity - interest - 519,917 - - - 680,827 - - Allocation of net income (loss) $ (23,998 ) $ 433,811 $ (3,900 ) $ - $ (5,554,424 ) $ 5,952,982 $ (15,650 ) $ - Denominators: Weighted-average shares outstanding 3,205,000 11,500,000 2,875,000 - 3,091,374 7,540,293 2,875,000 - Basic and diluted net income (loss) per share $ (0.01 ) $ 0.04 $ (0.00 ) $ - $ (1.80 ) $ 0.79 $ (0.01 ) $ - |
INITIAL PUBLIC OFFERING (Tables
INITIAL PUBLIC OFFERING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Regulated Operations [Abstract] | |
SCHEDULE OF ORDINARY SHARES REFLECTED IN BALANCE SHEET | At September 30, 2022, the ordinary share reflect in the balance sheet are reconciled in the following tables: SCHEDULE OF ORDINARY SHARES REFLECTED IN BALANCE SHEET Gross proceeds from public shares $ 115,000,000 Less: Proceeds allocated to public rights (8,510,000 ) Proceeds allocated to public warrants (5,290,000 ) Allocation of offering costs related to ordinary shares (5,020,172 ) Plus: Accretion of carrying value to redemption value 18,820,172 Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on trust account) 680,827 Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account) $ 115,680,827 |
SHAREHOLDER_S EQUITY (Tables)
SHAREHOLDER’S EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Assets September 30, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Marketable Securities held in Trust Account $ 115,680,827 $ - $ - Assets December 31, 2021 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Marketable Securities held in Trust Account $ - $ - $ - |
SCHEDULE OF RESTATEMENT OF CASH
SCHEDULE OF RESTATEMENT OF CASH HELD IN TRUST ACCOUNT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Marketable securities held in Trust Account | ||
Total current assets | 267,768 | $ 332,500 |
Noncurrent assets: | ||
Marketable securities held in Trust Account | 115,680,827 | |
Total noncurrent assets | 115,680,827 | |
Total assets | 115,948,595 | 332,500 |
Current liabilities: | ||
Deferred underwriting commissions | ||
Total current liabilities | 79,628 | 332,350 |
Noncurrent liabilities: | ||
Deferred underwriting commissions | 2,875,000 | |
Total noncurrent liabilities | 2,875,000 | |
Total liabilities | 2,954,628 | $ 332,350 |
Previously Reported [Member] | ||
Current assets: | ||
Marketable securities held in Trust Account | 115,680,827 | |
Total current assets | 115,948,595 | |
Noncurrent assets: | ||
Marketable securities held in Trust Account | ||
Total noncurrent assets | ||
Total assets | 115,948,595 | |
Current liabilities: | ||
Deferred underwriting commissions | 2,875,000 | |
Total current liabilities | 2,954,628 | |
Noncurrent liabilities: | ||
Deferred underwriting commissions | ||
Total noncurrent liabilities | ||
Total liabilities | 2,954,628 | |
Revision of Prior Period, Reclassification, Adjustment [Member] | ||
Current assets: | ||
Marketable securities held in Trust Account | (115,680,827) | |
Total current assets | (115,680,827) | |
Noncurrent assets: | ||
Marketable securities held in Trust Account | 115,680,827 | |
Total noncurrent assets | 115,680,827 | |
Total assets | ||
Current liabilities: | ||
Deferred underwriting commissions | (2,875,000) | |
Total current liabilities | (2,875,000) | |
Noncurrent liabilities: | ||
Deferred underwriting commissions | 2,875,000 | |
Total noncurrent liabilities | 2,875,000 | |
Total liabilities |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED) (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Apr. 05, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jul. 05, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Gross proceeds | $ 115,000,000 | $ 115,000,000 | |||||
Proceeds from IPO and Private Placement | 115,682,250 | ||||||
Cash held in escrow | 115,000,000 | $ 95,978 | 188,402 | ||||
Cash held in trust | 115,680,827 | ||||||
Offering costs | 236,522 | ||||||
Deferred underwriting fees | 2,875,000 | ||||||
Subscription of ordinary shares | $ 25,000 | ||||||
Number of founder shares repurchased | 1,437,500 | ||||||
Repurchased founder shares value | $ 25,000 | $ 25,000 | |||||
Issued founder shares value | $ 25,000 | $ 115,000,000 | |||||
Ordinary shares subject to forfeiture | 375,000 | ||||||
Cash | 188,402 | ||||||
Working Capital | 188,140 | ||||||
Sponsor [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Ownership percentage | 20% | 20% | |||||
Sponsor [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of founder shares issued | 2,875,000 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued | 11,500,000 | ||||||
Price per share | $ 10 | ||||||
Gross proceeds | $ 115,000,000 | $ 2,000,000 | |||||
Offering costs | 5,704,741 | ||||||
Underwriting fees | 2,300,000 | ||||||
Deferred underwriting fees | 2,875,000 | ||||||
Other offering costs | $ 529,741 | ||||||
Over-Allotment Option [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued | 330,000 | ||||||
Over-Allotment Option [Member] | Sponsor [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Ownership percentage | 20% | ||||||
Over-Allotment Option [Member] | Underwriters [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued | 1,500,000 | ||||||
Price per share | $ 10 | ||||||
Gross proceeds | $ 15,000,000 | ||||||
Over-Allotment Option [Member] | Sponsor [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of founder shares issued | 2,875,000 | ||||||
Ordinary shares subject to forfeiture | 375,000 | ||||||
Private Placement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued | 300,000 | ||||||
Price per share | $ 10 | ||||||
Private Placement [Member] | Sponsor [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued | 330,000 | ||||||
Price per share | $ 10 | ||||||
Gross proceeds | $ 3,300,000 |
SCHEDULE OF NET INCOME (LOSS) P
SCHEDULE OF NET INCOME (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Accretion of temporary equity | $ 18,820,172 | |||
Allocation of net income (loss) | $ 409,813 | $ (3,900) | $ (15,650) | 398,558 |
Non Redeemable Shares [Member] | ||||
Allocation of net losses | (23,998) | (3,900) | (15,650) | (5,554,424) |
Accretion of temporary equity | ||||
Accretion of temporary equity - interest | ||||
Allocation of net income (loss) | $ (23,998) | $ (3,900) | $ (15,650) | $ (5,554,424) |
Weighted-average shares outstanding, basic | 3,205,000 | 2,875,000 | 2,875,000 | 3,091,374 |
Weighted-average shares outstanding, diluted | 3,205,000 | 2,875,000 | 2,875,000 | 3,091,374 |
Basic net income (loss) per share | $ (0.01) | $ 0 | $ (0.01) | $ (1.80) |
Diluted net income (loss) per share | $ (0.01) | $ 0 | $ (0.01) | $ (1.80) |
Redeemable Shares [Member] | ||||
Allocation of net losses | $ (86,106) | $ (13,548,017) | ||
Accretion of temporary equity | 18,820,172 | |||
Accretion of temporary equity - interest | 519,917 | 680,827 | ||
Allocation of net income (loss) | $ 433,811 | $ 5,952,982 | ||
Weighted-average shares outstanding, basic | 11,500,000 | 7,540,293 | ||
Weighted-average shares outstanding, diluted | 11,500,000 | 7,540,293 | ||
Basic net income (loss) per share | $ 0.04 | $ 0.79 | ||
Diluted net income (loss) per share | $ 0.04 | $ 0.79 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 8 Months Ended | 9 Months Ended | ||
Aug. 16, 2022 | Apr. 05, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Cash in escrow | $ 115,000,000 | $ 95,978 | $ 188,402 | |
Offering costs | 236,522 | |||
Deferred underwriting fees | 2,875,000 | |||
Unrecognized tax benefits | 0 | |||
Accrued for interest and penalties | $ 0 | |||
Warrants exercisable | 5,915,000 | |||
Excise tax rate percentage | 1% | |||
Excise tax rate percentage share-based payment arangement, percent | 1% | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Offering costs | 5,704,741 | |||
Underwriting fees | 2,300,000 | |||
Deferred underwriting fees | 2,875,000 | |||
Other offering costs | $ 529,741 |
SCHEDULE OF ORDINARY SHARES REF
SCHEDULE OF ORDINARY SHARES REFLECTED IN BALANCE SHEET (Details) - USD ($) | 9 Months Ended | ||
Apr. 05, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Regulated Operations [Abstract] | |||
Gross proceeds from public shares | $ 115,000,000 | $ 115,000,000 | |
Proceeds allocated to public rights | (8,510,000) | ||
Proceeds allocated to public warrants | (5,290,000) | ||
Allocation of offering costs related to ordinary shares | (5,020,172) | ||
Accretion of carrying value to redemption value | 18,820,172 | ||
Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on trust account) | 680,827 | ||
Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account) | $ 115,680,827 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 9 Months Ended | |
Apr. 05, 2022 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Gross proceeds | $ 115,000,000 | $ 115,000,000 |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | 11,500,000 | |
Price per share | $ 10 | |
Gross proceeds | $ 115,000,000 | $ 2,000,000 |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | 330,000 | |
Over-Allotment Option [Member] | Underwriters [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | 1,500,000 | |
Price per share | $ 10 | |
Gross proceeds | $ 15,000,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Apr. 05, 2022 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from issuance of private placement | $ 3,000,000 | $ 3,300,000 |
Sponsor [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from issuance of private placement | $ 3,300,000 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | 300,000 | |
Price per share | $ 10 | |
Private Placement [Member] | Sponsor [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | 330,000 | |
Price per share | $ 10 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | 330,000 | |
Proceeds from issuance of private placement | $ 3,300,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jul. 05, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Apr. 05, 2022 | Jun. 15, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Stock repurchased during period, shares | 1,437,500 | ||||||||
Stock repurchased during period, value | $ 25,000 | $ 25,000 | |||||||
Administrative fees expense | $ 30,000 | $ 58,333 | |||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership percentage | 20% | 20% | 20% | ||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument, principal amount | $ 300,000 | ||||||||
Due from related party | $ 300,000 | ||||||||
Related Party [Member] | Administrative Services Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other receivables, net, current | $ 10,000 | ||||||||
Payment for administrative fees | $ 28,333 | ||||||||
Founder shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock repurchased during period, shares | 1,437,500 | ||||||||
Stock repurchased during period, value | $ 25,000 | ||||||||
Founder shares [Member] | Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock repurchased during period, shares | 2,875,000 | 1,437,500 | |||||||
Stock repurchased during period, value | $ 25,000 | $ 25,000 | |||||||
Ordinary shares subject to forfeiture | 375,000 | 187,500 | |||||||
Stock issued and outstanding percentage | 20% | 20% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (AS RESTATED) (Details Narrative) - USD ($) | 9 Months Ended | ||||
Aug. 16, 2022 | Apr. 05, 2022 | Aug. 10, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Excise tax rate percentage | 1% | ||||
Excise tax rate percentage share-based payment arangement, percent | 1% | ||||
Proceeds from issuance initial public offering | $ 115,000,000 | $ 115,000,000 | |||
Deferred underwriting commissions | 2,875,000 | ||||
Professional fees | 25,000 | ||||
Public offering closing Price | $ 150,000 | ||||
Monthly payment, description | The Company enter into the agreement with monthly retainer of $5,000 starting form April 1, 2022. | ||||
Fees for services | $ 30,000 | ||||
Over-Allotment Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 330,000 | ||||
Over-Allotment Option [Member] | Ladenburg Thalmann [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 1,500,000 | ||||
Proceeds from issuance initial public offering | 2,300,000 | ||||
Gross proceeds from IPO | $ 2,875,000 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 11,500,000 | ||||
Percentage of cash underwriting commission | 2.015% | ||||
Proceeds from issuance initial public offering | $ 115,000,000 | $ 2,000,000 | |||
Percentage of underwriting deferred commission | 2.50% | ||||
Gross proceeds from IPO | $ 2,500,000 |
SCHEDULE OF ASSETS MEASURED AT
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Marketable Securities held in Trust Account | $ 115,680,827 | |
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Marketable Securities held in Trust Account | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Marketable Securities held in Trust Account |
SHAREHOLDER_S EQUITY (Details N
SHAREHOLDER’S EQUITY (Details Narrative) - $ / shares | 9 Months Ended | ||
Sep. 30, 2022 | Apr. 05, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, par value per share | $ 0.001 | $ 0.001 | |
Common stock, voting rights | Holders of the ordinary shares are entitled to one vote for each ordinary share. | ||
Common Stock, shares issued | 3,205,000 | 3,205,000 | 2,875,000 |
Common stock, shares outstanding | 3,205,000 | 3,205,000 | 2,875,000 |
Ordinary shares subject to possible redemption, shares | 11,500,000 | 11,500,000 | 11,500,000 |
Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share Price | $ 11.50 | ||
Class of warrants or rights redemption price per share | $ 0.01 | ||
Minimum notice period to be given to warrant holders prior to redemption | 30 days | ||
Shares issued, price per share | $ 18 | ||
Number of consecutive trading days for determining the volume weighted average price of share | 20 days | ||
Class of warrants or rights period within the registration shall be effective from the consummation of business combination | 60 days | ||
Volume weighted average price per share | $ 9.20 | ||
Class of warrants or rights exercise price percentage | 115% | ||
Class of warrants or rights exercise price Market value percentage | 180% | ||
Warrant [Member] | Initial Business Combination [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Total equity investment percentage | 60% | ||
Warrant [Member] | Series of Individually Immaterial Business Acquisitions [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Business Combination effective issue price | $ 9.20 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Ordinary shares subject to forfeiture | 375,000 |