Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 12, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41694 | |
Entity Registrant Name | GOLDEN STAR ACQUISITION CORPORATION | |
Entity Central Index Key | 0001895144 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 136 Madison Avenue | |
Entity Address, Address Line Two | 5th & 6th Floors | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10016 | |
City Area Code | (646) | |
Local Phone Number | 722-3372 | |
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 | 4,534,021 | |
Entity Listing, Par Value Per Share | $ 0.001 | |
Units, each consisting of one Ordinary Share, $0.001 par value, and one right to receive two-tenths (2/10 | ||
Title of 12(b) Security | Units, each consisting of one Ordinary Share, $0.001 par value, and one right to receive two-tenths (2/10 | |
Trading Symbol | GODNU | |
Security Exchange Name | NASDAQ | |
Ordinary Shares, $0.001 par value | ||
Title of 12(b) Security | Ordinary Shares, $0.001 par value | |
Trading Symbol | GODN | |
Security Exchange Name | NASDAQ | |
Rights, each entitling the holder to receive two-tenth (2/10 | ||
Title of 12(b) Security | Rights, each entitling the holder to receive two-tenth (2/10 | |
Trading Symbol | GODNR | |
Security Exchange Name | NASDAQ |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Prepaid expenses | $ 151,250 | $ 46,875 |
Total current assets | 151,250 | 46,875 |
Noncurrent assets: | ||
Marketable securities held in Trust Account | 57,640,703 | 72,039,823 |
Total noncurrent assets | 57,640,703 | 72,039,823 |
Total assets | 57,791,953 | 72,086,698 |
Current liabilities: | ||
Accrued liabilities | 632,733 | 214,281 |
Due to Sponsor | 704,716 | 328,821 |
Other payable | 106,250 | |
Promissory note payable to Sponsor | 778,204 | |
Total current liabilities | 2,221,903 | 543,102 |
Noncurrent liabilities: | ||
Deferred underwriting commissions | 1,725,000 | 1,725,000 |
Total noncurrent liabilities | 1,725,000 | 1,725,000 |
Total liabilities | 3,946,903 | 2,268,102 |
Commitments and contingencies (Note 6) | ||
Ordinary shares subject to possible redemption, 5,303,393 and 6,900,000 shares at redemption value of $10.87 and $10.44 per share, respectively, including interest and dividends earned in Trust Account | 57,640,724 | 72,047,323 |
Shareholders’ deficit: | ||
Ordinary shares, $0.001 par value; 50,000,000 shares authorized; and 2,032,000 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 2,032 | 2,032 |
Additional paid-in capital | ||
Accumulated deficit | (3,797,706) | (2,230,759) |
Total shareholders’ deficit | (3,795,674) | (2,228,727) |
Total liabilities and shareholders’ deficit | $ 57,791,953 | $ 72,086,698 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Odinary shares subject to possible redemption | 5,303,393 | 6,900,000 |
Ordinary shares subject to possible redemption, per share | $ 10.87 | $ 10.44 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 2,032,000 | 2,032,000 |
Common stock, shares outstanding | 2,032,000 | 2,032,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating expenses: | ||||
Formation and operational costs | $ 210,596 | $ 173,871 | $ 788,743 | $ 175,721 |
Loss from operations | (210,596) | (173,871) | (788,743) | (175,721) |
Other income: | ||||
Interest and dividends earned in trust account | 804,915 | 504,710 | 1,739,231 | 504,710 |
Total other income | 804,915 | 504,710 | 1,739,231 | 504,710 |
Income before income taxes | 594,319 | 330,839 | 950,488 | 328,989 |
Income tax expense | ||||
Net income | 594,319 | 330,839 | 950,488 | 328,989 |
Redeemable Shares [Member] | ||||
Other income: | ||||
Net income | $ 740,454 | $ 5,544,389 | $ 1,341,529 | $ 8,066,897 |
Basic and diluted weighted average shares outstanding | ||||
Ordinary shares, basic | 5,320,938 | 4,321,978 | 6,110,469 | 2,172,928 |
Ordinary shares, diluted | 5,320,938 | 4,321,978 | 6,110,469 | 2,172,928 |
Ordinary shares, basic net loss per share | $ 0.14 | $ 1.28 | $ 0.22 | $ 3.71 |
Ordinary shares, diluted net loss per share | $ 0.14 | $ 1.28 | $ 0.22 | $ 3.71 |
Nonredeemable Shares [Member] | ||||
Other income: | ||||
Net income | $ (146,135) | $ (5,213,550) | $ (391,041) | $ (7,737,908) |
Basic and diluted weighted average shares outstanding | ||||
Ordinary shares, basic | 2,023,000 | 1,917,297 | 2,023,000 | 1,821,680 |
Ordinary shares, diluted | 2,023,000 | 1,917,297 | 2,023,000 | 1,821,680 |
Ordinary shares, basic net loss per share | $ (0.07) | $ (2.72) | $ (0.19) | $ (4.25) |
Ordinary shares, diluted net loss per share | $ (0.07) | $ (2.72) | $ (0.19) | $ (4.25) |
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 |
Balance at Dec. 31, 2022 | $ 1,725 | $ 23,275 | $ (23,100) | $ 1,900 |
Balance, Shares at Dec. 31, 2022 | 1,725,000 | |||
Net income (loss) | (1,850) | (1,850) | ||
Balance at Mar. 31, 2023 | $ 1,725 | 23,275 | (24,950) | 50 |
Balance, Shares at Mar. 31, 2023 | 1,725,000 | |||
Balance at Dec. 31, 2022 | $ 1,725 | 23,275 | (23,100) | 1,900 |
Balance, Shares at Dec. 31, 2022 | 1,725,000 | |||
Net income (loss) | 328,989 | |||
Balance at Jun. 30, 2023 | $ 2,032 | (1,548,743) | (1,546,711) | |
Balance, Shares at Jun. 30, 2023 | 2,032,000 | |||
Balance at Mar. 31, 2023 | $ 1,725 | 23,275 | (24,950) | 50 |
Balance, Shares at Mar. 31, 2023 | 1,725,000 | |||
Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned in Trust Account) | (504,710) | (504,710) | ||
Net income (loss) | 330,839 | 330,839 | ||
Sales of ordinary shares and over-allotment | $ 6,900 | 68,993,100 | 69,000,000 | |
Sales of ordinary shares and over-allotment, shares | 6,900,000 | |||
Underwriters’ compensation | (3,105,000) | (3,105,000) | ||
Offering costs | (647,890) | (647,890) | ||
Sale of shares to sponsor in private placement | $ 307 | 3,069,693 | 3,070,000 | |
Sale of shares to sponsor in private placement, shares | 307,000 | |||
Ordinary shares subject to possible redemption | $ (6,900) | (55,933,602) | (55,940,502) | |
Ordinary shares subject to possible redemption, shares | (6,900,000) | |||
Allocation of offering costs related to redeemable shares | 3,042,588 | 3,042,588 | ||
Accretion for redeemable shares to redemption value | (15,442,164) | (1,349,922) | (16,792,086) | |
Balance at Jun. 30, 2023 | $ 2,032 | (1,548,743) | (1,546,711) | |
Balance, Shares at Jun. 30, 2023 | 2,032,000 | |||
Balance at Dec. 31, 2023 | $ 2,032 | (2,230,759) | (2,228,727) | |
Balance, Shares at Dec. 31, 2023 | 2,032,000 | |||
Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned in Trust Account) | (934,316) | (934,316) | ||
Subsequent measurement of ordinary shares subject to redemption (additional funding for business combination extension) | (460,000) | (460,000) | ||
Net income (loss) | 356,169 | 356,169 | ||
Balance at Mar. 31, 2024 | $ 2,032 | (3,268,906) | (3,266,874) | |
Balance, Shares at Mar. 31, 2024 | 2,032,000 | |||
Balance at Dec. 31, 2023 | $ 2,032 | (2,230,759) | (2,228,727) | |
Balance, Shares at Dec. 31, 2023 | 2,032,000 | |||
Net income (loss) | 950,488 | |||
Balance at Jun. 30, 2024 | $ 2,032 | (3,797,706) | (3,795,674) | |
Balance, Shares at Jun. 30, 2024 | 2,032,000 | |||
Balance at Mar. 31, 2024 | $ 2,032 | (3,268,906) | (3,266,874) | |
Balance, Shares at Mar. 31, 2024 | 2,032,000 | |||
Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned in Trust Account) | (804,915) | (804,915) | ||
Subsequent measurement of ordinary shares subject to redemption (additional funding for business combination extension) | (318,204) | (318,204) | ||
Net income (loss) | 594,319 | 594,319 | ||
Balance at Jun. 30, 2024 | $ 2,032 | $ (3,797,706) | $ (3,795,674) | |
Balance, Shares at Jun. 30, 2024 | 2,032,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 950,488 | $ 328,989 |
Net changes in operating assets & liabilities: | ||
Interest and dividends earned in Trust Account | (1,739,231) | (504,710) |
Prepaid expenses | (104,375) | (247,868) |
Due to Sponsor | 368,416 | 2,300 |
Other payable | 106,250 | |
Accrued liabilities | 418,452 | 93,762 |
Net cash used in operating activities | (327,527) | |
Cash flows from investing activities: | ||
Investment of cash in trust account | (778,204) | (70,337,513) |
Cash withdrawn from trust account to redeem Public Shares | 16,924,034 | 607,155 |
Net cash provided by (used in) investing activities | 16,145,830 | (69,730,358) |
Cash flows from financing activities: | ||
Proceeds from promissory note – sponsor | 778,204 | 200,000 |
Redemption of Public Shares | (16,924,034) | |
Payment of promissory note - sponsor | (500,000) | |
Proceeds from sale of private placement units | 3,070,000 | |
Proceeds from sales of public offering units | 69,000,000 | |
Payment of offering costs | (1,749,538) | |
Net cash (used in) provided by financing activities | (16,145,830) | 70,020,462 |
Net decrease in cash in escrow | (37,423) | |
Cash in escrow at beginning of period | 37,423 | |
Cash in escrow at end of period | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Deferred offering costs included in accrued liabilities | 1,725,000 | |
Initial value of ordinary value share subject to possible redemption | 55,940,502 | |
Reclassification of offering costs related to public shares | (3,042,588) | |
Change in value of ordinary shares subject to redemption | 16,792,086 | |
Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned on trust account and additional funding for business combination extension) | $ 2,517,435 | $ 504,710 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Golden Star Acquisition Corporation (“Golden Star” or the “Company”) is a blank check company incorporated in the Cayman Islands on July 9, 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”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that have a connection to the Asian market. The Company is an early stage and emerging growth company and, as such, the Company is subject to all the risks associated with early stage and emerging growth companies. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the initial public offering (the “IPO”). The Company has selected December 31 as its fiscal year-end. The registration statement for the Company’s IPO was declared effective on May 1, 2023. On May 4, 2023, the Company consummated the IPO of 6,000,000 10.00 60,000,000 900,000 10.00 9,000,000 307,000 10.00 3,070,000 Offering costs amounted to $ 3,752,890 1,380,000 1,725,000 647,890 1,725,000 On September 16, 2023, Golden Star entered into a Merger Agreement with Gamehaus Inc., Gamehaus Holdings Inc. (“Pubco”), and their wholly owned subsidiaries for a business combination. The merger involves multiple steps and will result in the cancellation and conversion of various shares into Pubco’s Class A and Class B Ordinary Shares. After the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Golden Star will become a wholly owned subsidiary of Pubco. The deal is expected to close in the first half of 2024, subject to various conditions, including shareholder approvals and regulatory clearances. Additionally, related agreements such as the Shareholder Support Agreement, Founder Lock-Up Agreement, Seller Lock-Up Agreement, and Registration Rights Agreements have been executed. A press release announcing the merger agreement was also issued. Upon the Closing, after giving effect to the redemption and any PIPE investment that has been funded prior to or at the Closing, if any, the combined entity shall have net tangible assets of at least $ 5,000,001 On April 1, 2024, the Company held an extraordinary general meeting (“Extraordinary General Meeting”) and approved to change the monthly extension contribution paid by the Sponsor (or its designee) to extend the deadline for completing the initial Business Combination from $ 0.033 230,000 0.02 106,068 th The Trust Account As of May 4, 2023, a total of $ 70,337,513 69,690,000 The funds held in the Trust Account will be invested only in United States government treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest solely in United States government treasuries. Except with respect to interest and dividends earned on the funds held in the Trust Account that may be released to the Company to pay 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. In connection with the Extraordinary General Meeting held on April 1, 2024, holders of 1,596,607 10.6 16,924,034 As of June 30, 2024 and December 31, 2023, the Company had $ 57,640,703 72,039,823 20 7,500 Going Concern Consideration As of June 30, 2024, the Company had working capital deficit of $ 2,070,674 20 The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the issuance date of the unaudited financial statements. In order to finance transaction cost in connection a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, provide the Company related party loans. On July 28, 2023, the Company has secured additional funding of up to $ 500,000 1,000,000 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 date of the unaudited financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited 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 Securities Exchange Commission (“SEC”). The accompanying unaudited financial statements as of June 30, 2024, and for the three months and six months ended June 30, 2024 have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the six months ended June 30, 2024 are not necessary indicative of the results that may be expected for the period ending December 31, 2024, or any future period. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto as of and for the year ended December 31, 2023, which are included in the annual report on Form 10-K filed on March 29, 2024. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (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 Securities Exchange Act of 1934, as amended (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. Accordingly, the actual results could differ significantly from those estimates. Cash in Escrow The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Marketable Securities Held in Trust Account The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividends earned 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. As of June 30, 2024 and December 31, 2023, the Company had $ 57,640,703 72,039,823 20 7,500 69,690,000 During the six months ended June 30, 2024 and 2023, interest and dividends earned from the Trust Account amounted to $ 1,739,231 504,710 1,495,789 218,293 243,442 286,417 During the three months ended June 30, 2024 and 2023, interest and dividends earned from the Trust Account amounted to $ 804,915 504,710 561,473 218,293 243,442 286,417 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consisted of principally of professional and registration fees incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Rights were charged to the shareholders’ equity. Offering costs allocated to the ordinary shares were charged against the carrying value of ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. Income Taxes The Company complies with the accounting and reporting requirements Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 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. On August 16, 2022, the U.S. Government enacted legislation commonly referred to as the Inflation Reduction Act. The main provisions of the Inflation Reduction Act (the “IR Act”) that we anticipate may impact us is a 1% excise tax on share repurchases. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Because there is possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes parent or affiliate to the Company and the Company may become a “covered corporation” as a listed Company in Nasdaq. The management team has evaluated the IR Act as of June 30, 2024 and does not believe it would have a material effect on the Company, and will continue to evaluate its impact. 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 are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit if additional paid in capital equals to zero. The interest and dividends earned by the marketable security held in trust, and the extension fee invest into the marketable security held in trust, were also recognizes in redemption value against additional paid-in capital and accumulated deficit immediately. The proceeds on the deposit in the Trust account, including interest (which interest shall be net of taxes payable, and less up to $ 50,000 Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. The calculation of diluted net income (loss) per ordinary shares and related weighted average of the ordinary shares does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the rights are contingent upon the occurrence of future events. As of June 30, 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares in the earnings of the Company. As a result, diluted net income (loss) per ordinary shares is the same as basic net income (loss) per ordinary share for the periods presented. The net income (loss) per share presented in the statements of operations is based on the following: SCHEDULE OF STATEMENTS OF OPERATIONS For the Three Months Ended For the Three Months Ended For the Six Months Ended For the Six Months Ended Net income $ 594,319 $ 330,839 $ 950,488 $ 328,989 Less: remeasurement to redemption value (318,204 ) (16,792,086 ) (778,204 ) (16,792,086 ) Less: Interest and dividends earned in trust account to be allocated to redeemable shares (804,915 ) (504,710 ) (1,739,231 ) (504,710 ) Net loss excluding investment income in trust account $ (528,800 ) $ (16,965,957 ) $ (1,566,947 ) $ (16,967,807 ) SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Non- Redeemable Non- Redeemable Non- Redeemable Non- Redeemable For the Ended For the Ended For the Ended For the Six Months Ended (Unaudited) (Unaudited) (Unaudited) (Unaudited) Non- Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Basic and Diluted net income (loss) per share: Numerators: Allocation of net losses $ (146,135 ) $ (382,665 ) $ (5,213,550 ) (11,752,407 ) $ (391,041 ) $ (1,175,906 ) $ (7,737,908 ) $ (9,229,899 ) Accretion of temporary equity - 318,204 - 16,792,086 - 778,204 - 16,792,086 Accretion of temporary equity- investment income earned - 804,915 - 504,710 - 1,739,231 - 504,710 Allocation of net income (loss) $ (146,135 ) $ 740,454 $ (5,213,550 ) 5,544,389 $ (391,041 ) $ 1,341,529 $ (7,737,908 ) $ 8,066,897 Denominators: Weighted-average shares outstanding 2,023,000 5,320,938 1,917,297 4,321,978 2,023,000 6,110,469 1,821,680 2,172,928 Basic and diluted net income (loss) per share $ (0.07 ) $ 0.14 $ (2.72 ) 1.28 $ (0.19 ) $ 0.22 $ (4.25 ) $ 3.71 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account held in escrow. 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 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 unaudited financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2024 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On May 4, 2023, the Company sold 6,900,000 900,000 10.00 69,000,000 As of June 30, 2024, 1,596,607 16,924,034 10.60 The ordinary shares reflected in the balance sheet as of June 30, 2024 are reconciled in the following table: SCHEDULED OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Gross proceeds from Public Shares $ 69,000,000 Less: Proceeds allocated to public rights (13,059,498 ) Allocation of offering costs related to ordinary shares (3,042,588 ) Redemption of public shares (16,924,034 ) Plus: Accretion of carrying value to redemption value 17,570,290 Subsequent measurement of ordinary shares subject to possible redemption (interest and dividends earned on trust account) 4,096,554 Ordinary shares subject to possible redemption (plus any interest and dividends earned on the Trust Account) $ 57,640,724 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2024 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Concurrently with the closing of the IPO, the Sponsor purchased an aggregate of 307,000 10.00 3,070,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 17, 2021, the Company issued 2,875,000 25,000 1,150,000 1,725,000 225,000 Since the underwriters exercised the over-allotment in full at the closing of the IPO on May 4, 2023, no Founder Shares are subject to forfeiture. Administrative Services Agreement The Company entered into an administrative services agreement, commencing on May 1, 2023, 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 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the six months ended June 30, 2024 and 2023, and there was $ 60,000 19,032 139,032 is included in accrued liabilities. Promissory Note — Sponsor On August 11, 2021, the Company issued an unsecured promissory note to the Sponsor which was later amended on January 12, 2022 and January 4, 2023. Pursuant to the promissory note and its amendments (the “Promissory Note”), the Company may borrow up to an aggregate principal amount of $ 500,000 181,573 On July 28, 2023, the Company issued an unsecured promissory note to the Sponsor. Pursuant to the promissory note (the “Second Promissory Note”), the Company may borrow up to an aggregate principal amount of $ 500,000 1,000,000 778,204 Due to Sponsor As of June 30, 2024 and December 31, 2023, the Sponsor paid operating expenses on behalf of the Company in the amount of $ 704,716 328,821 |
OTHER PAYABLE
OTHER PAYABLE | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
OTHER PAYABLE | NOTE 6. OTHER PAYABLE In May 2024, the Company and Pubco entered into a three-party agreement with a placement agent Company for capital market advisory services with a total consideration of $ 375,000 50,000 As of June 30, 2024, Pubco had paid $ 212,500 106,250 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the Republic of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. In October 2023, the military conflict between Israel and militant groups led by Hamas has also caused uncertainty in the global markets. As of the date of the unaudited financial statements, the full impact of the war between Russia and Ukraine, the war between Israel and Hamas, and related global economic disruptions on our financial condition and results of operations as well as the consummation of our business combination remains uncertain. The management will continuously evaluate the effect to the Company. Registration Rights The holders of the founder shares and private placement units 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 The Company engaged Ladenburg Thalmann & Co. Inc. as its underwriter. The Company granted the underwriter a 45-day option to purchase up to 900,000 10.00 On May 4, 2023, the Company paid a cash underwriting commission of 2.0 1,380,000 The underwriters are entitled to a deferred underwriting commission of 2.5 1,725,000 Professional Fee The Company agrees to pay its former legal counsel a total of $ 400,000 100,000 150,000 50,000 100,000 The Company engaged with current legal counsel on February 5, 2024 for the professional services in connection with the Company’s regular filing and business combination. Total fees for the engagement are in the amount of $180,000, with a retainer of $80,000 payable within 7 days after the execution, and $100,000 payable within 7 days after the completion of the Business Combination. As of June 30, 2024, the Company has $80,000 payable recorded under accrued liabilities. As a result of the delay in the completion of the Business Combination Transaction, the Company agreed to pay the legal counsel an additional base fee of $120,000. Deferred Payment for Directors & Officers Liability Insurance Upon the renewal of the Company’s Directors & Officers liability insurance (“D&O” insurance) effective on May 2, 2024, the insurer agreed to defer the payment of the insurance premium to September 30, 2024. The D&O insurance premium deferred is $ 135,000 22,132 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 8. SHAREHOLDERS’ EQUITY Founder shares — On September 17, 2021, the Company issued 2,875,000 25,000 1,150,000 Ordinary Shares Held by Sponsor — On May 4, 2023, the Company is authorized to issue 307,000 As of June 30, 2024 and December 31, 2023, there were 2,032,000 Ordinary Shares held by Public Shareholders — On May 4, 2023, in connect of the IPO (reference to Note 3), 6,900,000 As of June 30, 2024 and December 31, 2023, there were 5,303,393 6,900,000 Rights — Except in cases where the Company is not the surviving Company in a business combination, the holders of the rights will automatically receive two-tenths (2/10) of an Ordinary Share upon consummation of the Company’s initial business combination. In the event the Company will not be the surviving company upon completion of the initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the two-tenths (2/10) of an Ordinary Share underlying each right upon consummation of the business combination. As of June 30, 2024 and December 31, 2023, no rights had been converted into Ordinary Shares. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. 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 June 30, 2024 and December 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 June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF FAIR VALUE MEASUREMENTS Assets as of June 30, 2024 Quoted Significant Significant Marketable Securities held in Trust Account $ 57,640,703 $ - $ - Assets as of December 31, 2023 Quoted Significant Significant Marketable Securities held in Trust Account $ 72,039,823 $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company has evaluated all events or transactions that occurred up to the date the unaudited financial statements were issued, except as disclosed below and elsewhere in the notes to the unaudited financial statements, no other subsequent events were identified that would have required adjustment or disclosure in the unaudited financial statements: On July 3, 2024, the Company held an extraordinary general meeting (Extraordinary General Meeting) of shareholders, and approved reducing the extension fee into lesser of (i) $ 50,000 0.02 2,801,372 10.86 30,422,900 Subsequent to June 30, 2024, the Company drew down $ 100,000 50,000 Subsequent to June 30, 2024, the Sponsor paid a total of $ 146,276 850,992 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited 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 Securities Exchange Commission (“SEC”). The accompanying unaudited financial statements as of June 30, 2024, and for the three months and six months ended June 30, 2024 have been prepared in accordance with U.S. GAAP for interim financial information and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the six months ended June 30, 2024 are not necessary indicative of the results that may be expected for the period ending December 31, 2024, or any future period. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto as of and for the year ended December 31, 2023, which are included in the annual report on Form 10-K filed on March 29, 2024. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (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 Securities Exchange Act of 1934, as amended (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. Accordingly, the actual results could differ significantly from those estimates. |
Cash in Escrow | Cash in Escrow The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividends earned 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. As of June 30, 2024 and December 31, 2023, the Company had $ 57,640,703 72,039,823 20 7,500 69,690,000 During the six months ended June 30, 2024 and 2023, interest and dividends earned from the Trust Account amounted to $ 1,739,231 504,710 1,495,789 218,293 243,442 286,417 During the three months ended June 30, 2024 and 2023, interest and dividends earned from the Trust Account amounted to $ 804,915 504,710 561,473 218,293 243,442 286,417 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consisted of principally of professional and registration fees incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Rights were charged to the shareholders’ equity. Offering costs allocated to the ordinary shares were charged against the carrying value of ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 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. On August 16, 2022, the U.S. Government enacted legislation commonly referred to as the Inflation Reduction Act. The main provisions of the Inflation Reduction Act (the “IR Act”) that we anticipate may impact us is a 1% excise tax on share repurchases. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Because there is possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes parent or affiliate to the Company and the Company may become a “covered corporation” as a listed Company in Nasdaq. The management team has evaluated the IR Act as of June 30, 2024 and does not believe it would have a material effect on the Company, and will continue to evaluate its impact. |
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 are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit if additional paid in capital equals to zero. The interest and dividends earned by the marketable security held in trust, and the extension fee invest into the marketable security held in trust, were also recognizes in redemption value against additional paid-in capital and accumulated deficit immediately. The proceeds on the deposit in the Trust account, including interest (which interest shall be net of taxes payable, and less up to $ 50,000 |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. The calculation of diluted net income (loss) per ordinary shares and related weighted average of the ordinary shares does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the rights are contingent upon the occurrence of future events. As of June 30, 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares in the earnings of the Company. As a result, diluted net income (loss) per ordinary shares is the same as basic net income (loss) per ordinary share for the periods presented. The net income (loss) per share presented in the statements of operations is based on the following: SCHEDULE OF STATEMENTS OF OPERATIONS For the Three Months Ended For the Three Months Ended For the Six Months Ended For the Six Months Ended Net income $ 594,319 $ 330,839 $ 950,488 $ 328,989 Less: remeasurement to redemption value (318,204 ) (16,792,086 ) (778,204 ) (16,792,086 ) Less: Interest and dividends earned in trust account to be allocated to redeemable shares (804,915 ) (504,710 ) (1,739,231 ) (504,710 ) Net loss excluding investment income in trust account $ (528,800 ) $ (16,965,957 ) $ (1,566,947 ) $ (16,967,807 ) SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Non- Redeemable Non- Redeemable Non- Redeemable Non- Redeemable For the Ended For the Ended For the Ended For the Six Months Ended (Unaudited) (Unaudited) (Unaudited) (Unaudited) Non- Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Basic and Diluted net income (loss) per share: Numerators: Allocation of net losses $ (146,135 ) $ (382,665 ) $ (5,213,550 ) (11,752,407 ) $ (391,041 ) $ (1,175,906 ) $ (7,737,908 ) $ (9,229,899 ) Accretion of temporary equity - 318,204 - 16,792,086 - 778,204 - 16,792,086 Accretion of temporary equity- investment income earned - 804,915 - 504,710 - 1,739,231 - 504,710 Allocation of net income (loss) $ (146,135 ) $ 740,454 $ (5,213,550 ) 5,544,389 $ (391,041 ) $ 1,341,529 $ (7,737,908 ) $ 8,066,897 Denominators: Weighted-average shares outstanding 2,023,000 5,320,938 1,917,297 4,321,978 2,023,000 6,110,469 1,821,680 2,172,928 Basic and diluted net income (loss) per share $ (0.07 ) $ 0.14 $ (2.72 ) 1.28 $ (0.19 ) $ 0.22 $ (4.25 ) $ 3.71 |
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 held in escrow. 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 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 unaudited financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF STATEMENTS OF OPERATIONS | The net income (loss) per share presented in the statements of operations is based on the following: SCHEDULE OF STATEMENTS OF OPERATIONS For the Three Months Ended For the Three Months Ended For the Six Months Ended For the Six Months Ended Net income $ 594,319 $ 330,839 $ 950,488 $ 328,989 Less: remeasurement to redemption value (318,204 ) (16,792,086 ) (778,204 ) (16,792,086 ) Less: Interest and dividends earned in trust account to be allocated to redeemable shares (804,915 ) (504,710 ) (1,739,231 ) (504,710 ) Net loss excluding investment income in trust account $ (528,800 ) $ (16,965,957 ) $ (1,566,947 ) $ (16,967,807 ) |
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE | SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Non- Redeemable Non- Redeemable Non- Redeemable Non- Redeemable For the Ended For the Ended For the Ended For the Six Months Ended (Unaudited) (Unaudited) (Unaudited) (Unaudited) Non- Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Basic and Diluted net income (loss) per share: Numerators: Allocation of net losses $ (146,135 ) $ (382,665 ) $ (5,213,550 ) (11,752,407 ) $ (391,041 ) $ (1,175,906 ) $ (7,737,908 ) $ (9,229,899 ) Accretion of temporary equity - 318,204 - 16,792,086 - 778,204 - 16,792,086 Accretion of temporary equity- investment income earned - 804,915 - 504,710 - 1,739,231 - 504,710 Allocation of net income (loss) $ (146,135 ) $ 740,454 $ (5,213,550 ) 5,544,389 $ (391,041 ) $ 1,341,529 $ (7,737,908 ) $ 8,066,897 Denominators: Weighted-average shares outstanding 2,023,000 5,320,938 1,917,297 4,321,978 2,023,000 6,110,469 1,821,680 2,172,928 Basic and diluted net income (loss) per share $ (0.07 ) $ 0.14 $ (2.72 ) 1.28 $ (0.19 ) $ 0.22 $ (4.25 ) $ 3.71 |
INITIAL PUBLIC OFFERING (Tables
INITIAL PUBLIC OFFERING (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Initial Public Offering | |
SCHEDULED OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | The ordinary shares reflected in the balance sheet as of June 30, 2024 are reconciled in the following table: SCHEDULED OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Gross proceeds from Public Shares $ 69,000,000 Less: Proceeds allocated to public rights (13,059,498 ) Allocation of offering costs related to ordinary shares (3,042,588 ) Redemption of public shares (16,924,034 ) Plus: Accretion of carrying value to redemption value 17,570,290 Subsequent measurement of ordinary shares subject to possible redemption (interest and dividends earned on trust account) 4,096,554 Ordinary shares subject to possible redemption (plus any interest and dividends earned on the Trust Account) $ 57,640,724 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENTS | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF FAIR VALUE MEASUREMENTS Assets as of June 30, 2024 Quoted Significant Significant Marketable Securities held in Trust Account $ 57,640,703 $ - $ - Assets as of December 31, 2023 Quoted Significant Significant Marketable Securities held in Trust Account $ 72,039,823 $ - $ - |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||
Apr. 01, 2024 | Jul. 28, 2023 | May 04, 2023 | Apr. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of units in initial public offering | 6,000,000 | ||||||
Gross proceeds to the Company | $ 60,000,000 | ||||||
Offering costs | $ 3,752,890 | ||||||
Underwriting fees | 1,380,000 | ||||||
Deferred underwriting fees | 1,725,000 | ||||||
Other offering costs | 647,890 | ||||||
Net tangible assets | $ 5,000,001 | ||||||
Extension fee | $ 0.033 | ||||||
Redeemed ordinary shares | $ 230,000 | ||||||
Redemption price | $ 0.02 | $ 10.60 | |||||
Aggregate redemption amount | $ 106,068 | ||||||
Net proceeds from the IPO | 70,337,513 | $ 69,000,000 | |||||
Held in the trust account | $ 69,690,000 | ||||||
Redeemable shares | 1,596,607 | 1,596,607 | |||||
Share price | $ 10.6 | ||||||
Redemption of public shares | $ 16,924,034 | $ 16,924,034 | |||||
Marketable Securities | 57,640,703 | $ 72,039,823 | |||||
Cash and not subject to redemption | 20 | $ 7,500 | |||||
Working capital deficit | 2,070,674 | ||||||
Cash and cash equivalents carrying value | 20 | ||||||
Issuance of a promissory note | $ 500,000 | ||||||
Promissory note increased value | $ 1,000,000 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of units in initial public offering | 6,900,000 | ||||||
Sale of units per share | $ 10 | ||||||
Gross proceeds to the Company | $ 69,000,000 | ||||||
Held in the trust account | $ 69,690,000 | ||||||
Over-Allotment Option [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of units in initial public offering | 900,000 | ||||||
Sale of units per share | $ 10 | ||||||
Net proceeds from the IPO | $ 1,380,000 | ||||||
Over-Allotment Option [Member] | Underwriters [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of units in initial public offering | 900,000 | ||||||
Sale of units per share | $ 10 | ||||||
Gross proceeds to the Company | $ 9,000,000 | ||||||
Private Placement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of units in initial public offering | 307,000 | ||||||
Sale of units per share | $ 10 | ||||||
Gross proceeds to the Company | $ 3,070,000 |
SCHEDULE OF STATEMENTS OF OPERA
SCHEDULE OF STATEMENTS OF OPERATIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||||||
Net income | $ 594,319 | $ 356,169 | $ 330,839 | $ (1,850) | $ 950,488 | $ 328,989 |
Less: remeasurement to redemption value | (318,204) | (16,792,086) | (778,204) | (16,792,086) | ||
Less: Interest and dividends earned in trust account to be allocated to redeemable shares | (804,915) | (504,710) | (1,739,231) | (504,710) | ||
Net loss excluding investment income in trust account | $ (528,800) | $ (16,965,957) | $ (1,566,947) | $ (16,967,807) |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Allocation of net income (loss) | $ 594,319 | $ 356,169 | $ 330,839 | $ (1,850) | $ 950,488 | $ 328,989 |
Nonredeemable Shares [Member] | ||||||
Allocation of net losses | (146,135) | (5,213,550) | (391,041) | (7,737,908) | ||
Accretion of temporary equity | ||||||
Accretion of temporary equity- investment income earned | ||||||
Allocation of net income (loss) | $ (146,135) | $ (5,213,550) | $ (391,041) | $ (7,737,908) | ||
Weighted average shares outstanding | 2,023,000 | 1,917,297 | 2,023,000 | 1,821,680 | ||
Diluted net income per share | $ (0.07) | $ (2.72) | $ (0.19) | $ (4.25) | ||
Basic net income per share | $ (0.07) | $ (2.72) | $ (0.19) | $ (4.25) | ||
Redeemable Shares [Member] | ||||||
Allocation of net losses | $ (382,665) | $ (11,752,407) | $ (1,175,906) | $ (9,229,899) | ||
Accretion of temporary equity | 318,204 | 16,792,086 | 778,204 | 16,792,086 | ||
Accretion of temporary equity- investment income earned | 804,915 | 504,710 | 1,739,231 | 504,710 | ||
Allocation of net income (loss) | $ 740,454 | $ 5,544,389 | $ 1,341,529 | $ 8,066,897 | ||
Weighted average shares outstanding | 5,320,938 | 4,321,978 | 6,110,469 | 2,172,928 | ||
Diluted net income per share | $ 0.14 | $ 1.28 | $ 0.22 | $ 3.71 | ||
Basic net income per share | $ 0.14 | $ 1.28 | $ 0.22 | $ 3.71 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | May 04, 2023 | Apr. 06, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Cash in escrow | $ 0 | $ 0 | $ 0 | $ 181,573 | |||
Marketable securities | 57,640,703 | 57,640,703 | 72,039,823 | ||||
Cash and not subject to redemption | 20 | 20 | 7,500 | ||||
Held in the trust account | $ 69,690,000 | ||||||
Total other income | 804,915 | $ 504,710 | 1,739,231 | $ 504,710 | |||
Interest earned in trust accounts | 561,473 | 218,293 | 1,495,789 | 218,293 | |||
Unrealized gain loss in trust account | 243,442 | $ 286,417 | 243,442 | $ 286,417 | |||
Accrued interest and penalties | 0 | 0 | $ 0 | ||||
Interest to pay dissolution expenses | 50,000 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Held in the trust account | $ 69,690,000 | $ 69,690,000 |
SCHEDULED OF COMMON STOCK SUBJE
SCHEDULED OF COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($) | Jun. 30, 2024 | Apr. 01, 2024 |
Initial Public Offering | ||
Gross proceeds from Public Shares | $ 69,000,000 | |
Proceeds allocated to public rights | (13,059,498) | |
Allocation of offering costs related to ordinary shares | (3,042,588) | |
Redemption of public shares | (16,924,034) | $ (16,924,034) |
Accretion of carrying value to redemption value | 17,570,290 | |
Subsequent measurement of ordinary shares subject to possible redemption (interest and dividends earned on trust account) | 4,096,554 | |
Ordinary shares subject to possible redemption (plus any interest and dividends earned on the Trust Account) | $ 57,640,724 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 6 Months Ended | ||
Apr. 01, 2024 | May 04, 2023 | Jun. 30, 2024 | |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 6,000,000 | ||
Sale of units in initial public offering aggragate amount | $ 60,000,000 | ||
Redeemable shares | 1,596,607 | 1,596,607 | |
Redemption of public shares | $ 16,924,034 | $ 16,924,034 | |
Redemption price | $ 0.02 | $ 10.60 | |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 6,900,000 | ||
Sale of units per share | $ 10 | ||
Sale of units in initial public offering aggragate amount | $ 69,000,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 900,000 | ||
Sale of units per share | $ 10 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) | May 04, 2023 USD ($) $ / shares shares |
Subsidiary, Sale of Stock [Line Items] | |
Sale of units in initial public offering | shares | 6,000,000 |
Sale of units in initial public offering aggragate amount | $ | $ 60,000,000 |
Private Placement [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of units in initial public offering | shares | 307,000 |
Share price | $ / shares | $ 10 |
Sale of units in initial public offering aggragate amount | $ | $ 3,070,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||
Dec. 31, 2022 | Dec. 14, 2022 | Sep. 17, 2021 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Apr. 01, 2024 | Dec. 31, 2023 | Jul. 28, 2023 | Apr. 06, 2023 | Aug. 11, 2021 | |
Related Party Transaction [Line Items] | |||||||||||
Aggregate value of shares | $ 3,070,000 | ||||||||||
Number of shares forfeiture | $ 225,000 | ||||||||||
Administrative Fees Expense | $ 10,000 | ||||||||||
Administrative Service fee | 60,000 | $ 19,032 | |||||||||
[custom:ServiceFee] | 139,032 | ||||||||||
Cash in escrow | 0 | $ 0 | $ 181,573 | ||||||||
Promissory note increased value | $ 1,000,000 | ||||||||||
Borrowed an aggregate amount | 778,204 | ||||||||||
Due to sponsor | $ 704,716 | $ 328,821 | |||||||||
Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Surrendered shares | 1,150,000 | ||||||||||
Principal amount | $ 500,000 | $ 500,000 | |||||||||
Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issued | 1,725,000 | 2,875,000 | |||||||||
Stockholders [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Aggregate value of shares | $ 25,000 |
OTHER PAYABLE (Details Narrativ
OTHER PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
May 31, 2024 | Mar. 31, 2024 | Nov. 30, 2023 | Jun. 30, 2024 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service fees | $ 50,000 | $ 150,000 | $ 212,500 | |
Related Party [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service fees | $ 375,000 | |||
Discount payment | $ 50,000 | |||
Other payable | $ 106,250 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||
Feb. 05, 2024 | May 04, 2023 | Mar. 31, 2024 | Nov. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of units in initial public offering | 6,000,000 | ||||||
Proceeds from Initial Public Offering | $ 70,337,513 | $ 69,000,000 | |||||
Professional fees | $ 400,000 | $ 100,000 | |||||
Service fees | $ 50,000 | $ 150,000 | 212,500 | ||||
Business combination accrued liabilities | 100,000 | ||||||
Professional services description | Total fees for the engagement are in the amount of $180,000, with a retainer of $80,000 payable within 7 days after the execution, and $100,000 payable within 7 days after the completion of the Business Combination. As of June 30, 2024, the Company has $80,000 payable recorded under accrued liabilities. As a result of the delay in the completion of the Business Combination Transaction, the Company agreed to pay the legal counsel an additional base fee of $120,000. | ||||||
Directors and Officers Liability Insurance [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Deferred insurance premium | 135,000 | ||||||
Insurance expense | $ 22,132 | ||||||
Over-Allotment Option [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of units in initial public offering | 900,000 | ||||||
Sale of units per share | $ 10 | ||||||
Proceeds from Initial Public Offering | $ 1,380,000 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of units in initial public offering | 6,900,000 | ||||||
Sale of units per share | $ 10 | ||||||
Sale of units in initial public offering | 2% | ||||||
Percentage of underwriting deferred Commission | 2.50% | ||||||
Gross proceeds from Initial Public Offering | $ 1,725,000 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - shares | 11 Months Ended | ||||
May 04, 2023 | Sep. 17, 2021 | Dec. 14, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 6,000,000 | ||||
Common stock shares, issued | 2,032,000 | 2,032,000 | |||
Common stock shares, outstanding | 2,032,000 | 2,032,000 | |||
Ordinary shares subject to possible redemption, shares | 6,900,000 | ||||
Temporary equity shares issued | 5,303,393 | 6,900,000 | |||
Temporary equity shares outstanding | 5,303,393 | 6,900,000 | |||
Founder Shares [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 2,875,000 | 1,150,000 | |||
Sale of units in initial public offering, amount | 25,000 | ||||
Private Placement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 307,000 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities held in Trust Account | $ 57,640,703 | $ 72,039,823 |
Fair Value, Inputs, Level 2 [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, 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) - USD ($) | 1 Months Ended | ||||||
Aug. 14, 2024 | Jul. 03, 2024 | Apr. 30, 2024 | Jul. 01, 2024 | Jun. 30, 2024 | Apr. 01, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | |||||||
Extension fee | $ 0.033 | ||||||
Redeemed ordinary shares | $ 230,000 | ||||||
Redemption price | $ 10.60 | $ 0.02 | |||||
Aggregate redemption amount | $ 106,068 | ||||||
Due to sponsor | $ 704,716 | $ 328,821 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Outstanding public shares | $ 50,000 | ||||||
Extension fee | $ 0.02 | ||||||
Redeemed ordinary shares | $ 2,801,372 | ||||||
Redemption price | $ 10.86 | ||||||
Aggregate redemption amount | $ 30,422,900 | ||||||
Drawdown from second promissory notes | $ 100,000 | ||||||
Payment for extension contribution | 50,000 | ||||||
Due to sponsor | $ 850,992 | $ 146,276 |