| 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 Securities Exchange Commission (“SEC”). The accompanying unaudited financial statements
as of March 31, 2023, and for the three months period ended March 31, 2023 have been prepared in accordance with U.S. GAAP for interim
financial information and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals)
considered for a fair presentation have been included. Operating results for the three months period ended March 31, 2023 are not necessary
indicative of the results that may be expected for the period ending December 31, 2023, or any future period. Emerging
Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 not have any cash equivalents as of March 31, 2023 and December 31, 2022. The Company had cash held in escrow of $181,573 and $37,423 as of March 31, 2023 and December 31, 2022, respectively. Deferred
Offering Costs Deferred offering costs consist of underwriting,
legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the IPO and that will be charged
to shareholder’s equity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well
as additional expenses incurred, will be charged to operations. 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 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 March 31, 2023 and does not
believe it would have a material effect on the Company, and will continue to evaluate its impact. Net
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. For the three months ended as of March 31, 2023 and 2022, weighted average shares were reduced
for the effect of an aggregate of 225,000 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 financial statements. |
