Metal Sky Star Acquisition (MSSAW) 10-Q 9 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 09, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
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		8,819,676
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 (1/10
Trading Symbol	MSSAR
Security Exchange Name	NASDAQ

BALANCE SHEETS (Unaudited)

BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash in escrow	$ 132,368	$ 178,652
Prepaid insurance	822	39,683
Marketable securities held in trust account	58,200,919	116,673,481
TOTAL ASSETS	58,334,109	116,891,816
Current liabilities:
Accrued expenses	289,136	146,738
Promissory note- related party	793,551
Deferred underwriting commissions	2,875,000	2,875,000
Total Current Liabilities	3,957,687	3,021,738
TOTAL LIABILITIES	3,957,687	3,021,738
Ordinary shares subject to possible redemption, 5,614,676 and 11,500,000 shares at redemption value at March 31, 2023 and December 31, 2022, respectively	58,200,919	116,673,481
Shareholders’ Deficit:
Ordinary shares, $0.001 par value; 50,000,000 shares authorized; 3,205,000 and 3,205,000 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively, excluding 5,614,676 and 11,500,000 shares subject to possible redemption at March 31, 2023 and December 31, 2022, respectively	3,205	3,205
Accumulated deficit	(3,827,702)	(2,806,608)
Total Shareholders’ Deficit	(3,824,497)	(2,803,403)
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT	$ 58,334,109	$ 116,891,816

BALANCE SHEETS (Unaudited) (Par

BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Temporary Equity, Shares Outstanding	5,614,676	11,500,000
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	3,205,000
Ordinary shares, shares outstanding	3,205,000	3,205,000

STATEMENTS OF OPERATIONS (Unaud

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)		3 Months Ended
		Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Formation and operational costs		$ 263,418	$ 3,550
Operating loss		263,418	3,550
Other income:
Interest earned on marketable securities held in trust account		636,054
Unrealized gained on marketable securities held in trust account		222,866
Total other income		858,920
Income (loss) before income taxes		595,502	(3,550)
Income tax (benefit) expense
Net income (loss)		$ 595,502	$ (3,550)
Basic and diluted weighted average shares outstanding - ordinary shares subject to redemption		7,117,757
Basic and diluted net income per share		$ 0.13
Basic and diluted weighted average shares outstanding - non redeemable ordinary shares	[1]	3,205,000	2,500,000
Basic and diluted net loss per share		$ (0.10)	$ 0
[1]Includes an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. See Note 5.

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 2,875	$ 22,125	$ (24,850)	$ 150
Beginning balance, Shares at Dec. 31, 2021	2,875,000
Net loss			(3,550)	(3,550)
Ending balance, value at Mar. 31, 2022	$ 2,875	22,125	(28,400)	(3,400)
Ending balance, Shares at Mar. 31, 2022	2,875,000
Beginning balance, value at Dec. 31, 2022	$ 3,205		(2,806,608)	(2,803,403)
Beginning balance, Shares at Dec. 31, 2022	3,205,000
Subsequent measurement of ordinary shares subject to possible redemption (additional funding for business combination extension)			(757,676)	(757,676)
Subsequent measurement of ordinary shares subject to redemption (interest earned and unrealized gain on trust account)			(858,920)	(858,920)
Net loss			595,502	595,502
Ending balance, value at Mar. 31, 2023	$ 3,205		$ (3,827,702)	$ (3,824,497)
Ending balance, Shares at Mar. 31, 2023	3,205,000

STATEMENT OF CASH FLOWS (Unaudi

STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ 595,502	$ (3,550)
Adjustments to reconcile net income (loss) to net cash
Interest earned on marketable securities held in trust account	(636,054)
Unrealized gain on marketable securities held in trust account	(222,866)
Amortization	38,861
Net changes in operating assets & liabilities:
Deferred offering costs		(120,993)
Accrued offering costs		82,693
Accrued expenses	142,398
Net cash used in operating activities	(82,159)	(41,850)
Cash flows from investing activities:
Investment of cash in trust account	(757,676)
Cash withdrawn from trust account to redeem public shares	60,089,158
Net cash provided by investing activities	59,331,482
Cash flows from financing activities:
Borrowings from related party	793,551
Redemption of public shares	(60,089,158)
Net cash used in financing activities	(59,295,607)
Net decrease in cash and cash equivalents	(46,284)	(41,850)
Cash and cash equivalents at beginning of period	178,652	95,978
Cash and cash equivalents at end of period	132,368	54,128
Supplemental disclosure of non-cash investing and financing Activities:
Deferred offering cost included in accrued offering costs		82,693
Subsequent measurement of ordinary shares subject to redemption (interest earned and unrealized gain on trust account)	$ 1,616,596

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General 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 March 31, 2023, the Company had not yet commenced any operations. All activity through March 31, 2023 relates to the Company’s formation and the initial public offering (“IPO”) and its Business Combination. 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 22 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 58,200,919 116,673,481 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 March 31, 2023 and December 31, 2022, the Company had $ 132,368 178,652 58,200,919 116,673,481 2,875,000 2,875,000 In September 2021, the Company repurchased 1,437,500 of founder shares for $ 25,000 . In September 2021, the Company issued 2,875,000 of founder shares for $ 25,000 which include an aggregate of up to 375,000 ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO. On April 5, 2022, the underwriter exercised the over-allotment option in full, accordingly, no Founder Shares are subject to forfeiture. Going Concern and Management Liquidity Plan As of March 31, 2023, the Company had $ 132,368 155,946 58,200,919 793,551 2,875,000 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. In connection with the Company’s assessment of going concern considerations in accordance with the Accounting Standards Codification (the “ASC”) issued by Financial Accounting Standards Board (the “FASB”) 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholders’ 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 have cash held in escrow $ 132,368 178,652 no Marketable Securities Held in Trust Account As per ASC Topic 230, “Statement of Cash Flows” (“ASC 230”), operating cash flows include interest and dividend income receipts related to investments in other reporting entities or deposits with financial institutions (i.e., returns on investment). Interest income earned on Investments held in Trust Account is fully reinvested into the Trust Account and therefore considered as an adjustment to reconcile net income/(loss) to net cash used in operating activities in the Statements of Cash Flows. Such interest income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of a business combination. At March 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of marketable securities held in Trust Account are included in interest earned and unrealized gain on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. The securities are presented on the balance sheets at fair value at the end of each reporting period. Earnings on these securities are included in dividends, interest earned, and unrealized gain on marketable securities held in Trust Account in the accompanying statements of operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets for identical assets. During the three months ended March 31, 2023, interest earned from the Trust account amounted to $ 858,920 636,054 222,866 During the three months ended March 31, 2023, $ 60,089,158 5,588,324 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, 2021, 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 earning per shares For the For the Basic and Diluted net income (loss) per share: Non-redeemable Redeemable Non-redeemable Redeemable shares Numerators: Allocation of net losses $ (317,028 ) $ (704,066 ) $ (3,550 ) $ - Accretion of temporary equity - 757,676 - - Accretion of temporary equity – (interest earned and unrealized gain on trust account) - 858,920 - - Allocation of net income (loss) $ (317,028 ) $ 912,530 $ (3,550 ) $ - Denominators: Weighted-average shares outstanding 3,205,000 7,117,757 2,500,000 - Basic and diluted net income (loss) per share $ (0.10 ) $ 0.13 $ (0.00 ) $ - 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 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% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. 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 FASB ASC 480, and 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	3 Months Ended
	Mar. 31, 2023
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On April 5, 2022, the Company sold 11,500,000 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 10.00 15,000,000 At March 31, 2023, the ordinary share reflect in the balance sheet are reconciled in the following tables: Schedule of balance sheet are reconciled 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 ) Redemption of Public Shares (60,089,158 ) Plus: Accretion of carrying value to redemption value 19,577,848 Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account) 2,532,401 Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account) $ 58,200,919

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
	Mar. 31, 2023
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

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2023
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 In September 2021, the Company repurchased 1,437,500 25,000 2,875,000 25,000 375,000 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 30,000 Sponsor 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 In addition, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If the Company complete an initial business combination, Company would repay such loaned amounts. In the event that the initial business combination does not close, Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $ 1,500,000 10.00 150,000 150,000 150,000 1,500,000 On January 3, 2023, the Company issued a promissory note in the principal amount of up to $ 1,000,000 1,000,000 383,333 383,333 0.033 187,188 5,885,324

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES 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% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. 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 ( 2.0 %) of the gross proceeds of the IPO, or $ 2,300,000 with the underwriters’ over-allotment exercised in full. In addition, the underwriters are entitled to a deferred fee of two and one half percent ( 2.50 %) of the gross proceeds of the IPO, or $2,875,000 with the underwriters’ over- allotment exercised in full upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. As of March 31, 2023 and December 31, 2022, the Company have deferred underwriting commissions $ 2,875,000 as current liabilities. Professional Fees The Company has paid professional fees of $ 25,000 The Company entered into the agreement with a retainer of $5,000 per month starting from April 1, 2022. 15,000

SHAREHOLDERS_ DEFICIT

SHAREHOLDERS’ DEFICIT	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 7. SHAREHOLDERS’ DEFICIT 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 Public Warrants Each warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 0.01 30 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 per share (with such issue price or effective issue price to be determined in good faith by our board of directors), (b) the aggregate gross proceeds from such issuances represent more than 60 20 9.20 180

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 – Fair Value Measurements 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 March 31, 2023, 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 March 31, 2023 and December 31, 2022 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 March 31, 2023 Quoted Significant Significant Marketable Securities held in Trust Account $ 58,200,919 $ - $ - Assets December 31, 2022 Quoted Significant Significant Marketable Securities held in Trust Account $ 116,673,481 $ - $ -

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. 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 May 9, 2023, 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 except the following: Merger Agreement On April 12, 2023, Metal Sky entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Future Dao”), and Future Dao League Limited, a Cayman Islands exempted company and wholly owned subsidiary of Future Dao (the “Merger Sub”). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, (i) Merger Sub will merge with and into Metal Sky (the “First Merger”), with Metal Sky surviving the First Merger as a wholly owned subsidiary of Future Dao, and (ii) Metal Sky will merge with and into Future Dao (the “Second Merger” and together with the First Merger, the “Mergers”), with Future Dao surviving the Second Merger (the “Second Business Combination”). Immediately prior to the First Effective Time, Future Dao will effect a recapitalization of its equity securities (the “Recapitalization”) including a share split of each outstanding Future Dao Ordinary Share into such number of Future Dao Ordinary Shares, calculated in accordance with the terms of the Merger Agreement, such that, based on a value of $ 350 million for all of the outstanding Future Dao Ordinary Shares, each Future Dao Ordinary Share will have a value of $ 10.00 per share after giving effect to such share split (the “Share Split”). The Business Combination has been unanimously approved by the boards of directors of both Metal Sky and Future Dao pursuant to a written resolution. The Business Combination is expected to close prior to the end of 2023. Related Party Transactions In April 2023, the Sponsor paid a total of $ 112,183 On May 4, 2023, the Company drew down $ 187,155

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholders’ 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 have cash held in escrow $ 132,368 178,652 no
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account As per ASC Topic 230, “Statement of Cash Flows” (“ASC 230”), operating cash flows include interest and dividend income receipts related to investments in other reporting entities or deposits with financial institutions (i.e., returns on investment). Interest income earned on Investments held in Trust Account is fully reinvested into the Trust Account and therefore considered as an adjustment to reconcile net income/(loss) to net cash used in operating activities in the Statements of Cash Flows. Such interest income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of a business combination. At March 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of marketable securities held in Trust Account are included in interest earned and unrealized gain on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. The securities are presented on the balance sheets at fair value at the end of each reporting period. Earnings on these securities are included in dividends, interest earned, and unrealized gain on marketable securities held in Trust Account in the accompanying statements of operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets for identical assets. During the three months ended March 31, 2023, interest earned from the Trust account amounted to $ 858,920 636,054 222,866 During the three months ended March 31, 2023, $ 60,089,158 5,588,324
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, 2021, 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 earning per shares For the For the Basic and Diluted net income (loss) per share: Non-redeemable Redeemable Non-redeemable Redeemable shares Numerators: Allocation of net losses $ (317,028 ) $ (704,066 ) $ (3,550 ) $ - Accretion of temporary equity - 757,676 - - Accretion of temporary equity – (interest earned and unrealized gain on trust account) - 858,920 - - Allocation of net income (loss) $ (317,028 ) $ 912,530 $ (3,550 ) $ - Denominators: Weighted-average shares outstanding 3,205,000 7,117,757 2,500,000 - Basic and diluted net income (loss) per share $ (0.10 ) $ 0.13 $ (0.00 ) $ -
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 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% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. 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 FASB ASC 480, and 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.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of earning per shares	Schedule of earning per shares For the For the Basic and Diluted net income (loss) per share: Non-redeemable Redeemable Non-redeemable Redeemable shares Numerators: Allocation of net losses $ (317,028 ) $ (704,066 ) $ (3,550 ) $ - Accretion of temporary equity - 757,676 - - Accretion of temporary equity – (interest earned and unrealized gain on trust account) - 858,920 - - Allocation of net income (loss) $ (317,028 ) $ 912,530 $ (3,550 ) $ - Denominators: Weighted-average shares outstanding 3,205,000 7,117,757 2,500,000 - Basic and diluted net income (loss) per share $ (0.10 ) $ 0.13 $ (0.00 ) $ -

INITIAL PUBLIC OFFERING (Tables

INITIAL PUBLIC OFFERING (Tables)	3 Months Ended
	Mar. 31, 2023
Initial Public Offering
Schedule of balance sheet are reconciled	Schedule of balance sheet are reconciled 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 ) Redemption of Public Shares (60,089,158 ) Plus: Accretion of carrying value to redemption value 19,577,848 Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account) 2,532,401 Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account) $ 58,200,919

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of Assets Measured at Fair Value on a Recurring basis	Schedule of Assets Measured at Fair Value on a Recurring basis Assets March 31, 2023 Quoted Significant Significant Marketable Securities held in Trust Account $ 58,200,919 $ - $ - Assets December 31, 2022 Quoted Significant Significant Marketable Securities held in Trust Account $ 116,673,481 $ - $ -

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended
	Apr. 05, 2022	Jul. 05, 2021	Dec. 31, 2021	Sep. 30, 2021	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Proceeds from IPO and Private Placement	$ 115,682,250
Escrow cash transfered	115,000,000
Cash held in trust					$ 58,200,919	$ 116,673,481
Subscription of ordinary shares	$ 25,000
Cash in escrow					132,368	178,652
Marketable securities held in trust account					58,200,919	116,673,481
Deferred underwriting commissions					2,875,000	2,875,000	$ 2,875,000
Cash					132,368
Working Capital					155,946
Promissory note- related party					$ 793,551
Founder [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Repurchased and Retired During Period, Shares		1,437,500	1,437,500	1,437,500
Stock Repurchased During Period, Value			$ 25,000	$ 25,000
Ordinary shares subject to forfeiture		187,500
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, Issued for Services			2,875,000	2,875,000
Stock Issued During Period, Value, New Issues			$ 25,000	$ 25,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	11,500,000
Sale of units per share	$ 10
Sale of units in initial public offering aggragate amount	$ 115,000,000
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]
Sale of units in initial public offering	330,000
Sale of units per share	$ 10
Sale of units in initial public offering aggragate amount	$ 3,300,000
Ordinary shares subject to forfeiture				375,000	375,000
Over-Allotment Option [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering	1,500,000
Sale of units per share	$ 10
Sale of units in initial public offering aggragate amount	$ 15,000,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Non Redeemable Shares [Member]
Numerators:
Allocation of net losses	$ (317,028)	$ (3,550)
Accretion of temporary equity
Accretion of temporary equity – (interest earned and unrealized gain on trust account)
Allocation of net income (loss)	$ (317,028)	$ (3,550)
Denominators:
Weighted-average shares outstanding	3,205,000	2,500,000
Basic and diluted net income (loss) per share	$ (0.10)	$ 0
Redeemable Shares [Member]
Numerators:
Allocation of net losses	$ (704,066)
Accretion of temporary equity	757,676
Accretion of temporary equity – (interest earned and unrealized gain on trust account)	858,920
Allocation of net income (loss)	$ 912,530
Denominators:
Weighted-average shares outstanding	7,117,757
Basic and diluted net income (loss) per share	$ 0.13

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		3 Months Ended
	Apr. 05, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Cash in escrow		$ 132,368		$ 178,652
Cash equivalents		0		0
Total other income		858,920
Interest earned on marketable securities held in trust account		636,054
Unrealized gained on marketable securities held in trust account		222,866
Withdrawn from trust account		60,089,158
Trust account for redemption of public shares		5,588,324
Unrecognized tax benefits		0		0
Accrued for interest and penalties		$ 0		$ 0
Warrants exercisable		5,915,000
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

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Initial Public Offering
Gross proceeds from public shares	$ 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)
Redemption of Public Shares	(60,089,158)
Accretion of carrying value to redemption value	19,577,848
Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account)	2,532,401
Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account)	$ 58,200,919

INITIAL PUBLIC OFFERING (Deta_2

INITIAL PUBLIC OFFERING (Details Narrative)	Apr. 05, 2022 USD ($) $ / shares shares
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering | shares	11,500,000
Sale of units per share | $ / shares	$ 10
Sale of units in initial public offering aggragate amount | $	$ 115,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering | shares	330,000
Sale of units per share | $ / shares	$ 10
Sale of units in initial public offering aggragate amount | $	$ 3,300,000
Over-Allotment Option [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering | shares	1,500,000
Sale of units per share | $ / shares	$ 10
Sale of units in initial public offering aggragate amount | $	$ 15,000,000

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative)	Apr. 05, 2022 USD ($) $ / shares shares
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering | shares	300,000
Sale of units in initial public offering aggragate amount	$ 3,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering | shares	330,000
Sale of units per share | $ / shares	$ 10
Sale of units in initial public offering aggragate amount	$ 3,300,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering | shares	11,500,000
Sale of units per share | $ / shares	$ 10
Sale of units in initial public offering aggragate amount	$ 115,000,000
IPO [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from private placement	$ 3,300,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)				1 Months Ended			3 Months Ended
	Feb. 01, 2023	Apr. 05, 2022	Jul. 05, 2021	Dec. 31, 2021	Sep. 30, 2021	Jun. 15, 2021	Mar. 31, 2023	Jan. 04, 2023	Jan. 03, 2023
Related Party Transaction [Line Items]
Related party service fee		$ 10,000
Administrative Fees Expense							$ 30,000
Convertible debt						$ 1,500,000
Conversion price						$ 10
Extension fee	$ 187,188
Number of public shares redeemed	5,885,324
Ordinary Shares [Member]
Related Party Transaction [Line Items]
Shares issued						150,000
Rights [Member]
Related Party Transaction [Line Items]
Shares issued						150,000
Warrant [Member]
Related Party Transaction [Line Items]
Shares issued						150,000
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Ordinary shares subject to forfeiture					375,000		375,000
Founder [Member]
Related Party Transaction [Line Items]
Stock repurchased during period, shares			1,437,500	1,437,500	1,437,500
Ordinary shares subject to forfeiture			187,500
Stock Repurchased During Period, Value				$ 25,000	$ 25,000
Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares forfeited			1,437,500
Value of shares forfeited			$ 25,000
Stock Issued During Period, Shares, Issued for Services				2,875,000	2,875,000
Stock Issued During Period, Value, New Issues				$ 25,000	$ 25,000
Principal amount						$ 300,000
M Star Management Corp [Member]
Related Party Transaction [Line Items]
Principal amount									$ 1,000,000
Payment of extesnsion fee								$ 383,333	$ 1,000,000
Amount diposited into trust account								$ 383,333
Price per public share								$ 0.033

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		3 Months Ended
	Apr. 05, 2022	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
[custom:DeferredUnderwritingCommissions-0]		$ 2,875,000	$ 2,875,000	$ 2,875,000
Professional fees		$ 25,000
Monthly payment, description		The Company entered into the agreement with a retainer of $5,000 per month starting from April 1, 2022.
Fees for services		$ 15,000
Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of units in initial public offering	330,000
IPO [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of units in initial public offering	11,500,000
Percentage of cash underwriting commission		2%
Percentage of underwriting deferred commission		2.50%
Underwriters [Member] | Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Sale of units in initial public offering	1,500,000
Ladenburg Thalmann [Member] | Over-Allotment Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Proceeds from Issuance Initial Public Offering		$ 2,300,000

SHAREHOLDERS_ DEFICIT (Details

SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares	1 Months Ended	3 Months Ended
	Sep. 30, 2021	Mar. 31, 2023	Dec. 31, 2022
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
Common stock, shares outstanding		3,205,000	3,205,000
Ordinary shares subject to possible redemption, shares		5,614,676	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
Class of warrants or rights period within the registration shall be effective from the consummation of business combination		60 days
Percentage of funds raised to be used for consummating business combination		60%
Number of consecutive trading days for determining the volume weighted average price of share		20 days
Volume weighted average price per share		$ 9.20
Class of warrants or rights exercise price percentage		180%
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Ordinary shares subject to forfeiture	375,000	375,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities held in Trust Account	$ 58,200,919	$ 116,673,481
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities held in Trust Account	58,200,919	116,673,481
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities held in Trust Account
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities held in Trust Account

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	May 04, 2023	Apr. 12, 2023	Dec. 04, 2023
Subsequent Event [Line Items]
Ordinary Shares Outstanding		$ 350,000,000
Ordinary Share Split			$ 10
Operating fees		$ 112,183
Drew down	$ 187,155