Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Jun. 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 | 001-41694 | |
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 | 99 Hudson Street | |
Entity Address, Address Line Two | 5th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10013 | |
City Area Code | (646) | |
Local Phone Number | 706-5365 | |
Entity Current Reporting Status | No | |
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 | 8,932,000 | |
Units, each consisting of one Ordinary Share, $0.001 par value, and one right | ||
Title of 12(b) Security | Units, each consisting of one Ordinary Share, $0.001 par value, and one right | |
Trading Symbol | GODNU | |
Security Exchange Name | NASDAQ | |
Ordinary Shares, $0.001 par value | ||
Title of 12(b) Security | Ordinary Shares, $0.001 par value | |
Trading Symbol | GODN | |
Security Exchange Name | NASDAQ | |
Rights to receive two-tenth (2/10 | ||
Title of 12(b) Security | Rights to receive two-tenth (2/10th) of one Ordinary Share | |
Trading Symbol | GODNR |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | ||
Current assets: | ||||
Cash in escrow | $ 181,573 | $ 37,423 | ||
Deferred offering costs | 325,612 | 278,352 | ||
Due from sponsor | 2,300 | |||
Total assets | 507,185 | 318,075 | ||
Current liabilities: | ||||
Accrued offering cost and other liabilities | 3,135 | 16,175 | ||
Due to sponsor | 4,000 | |||
Promissory note payable to sponsor | 500,000 | 300,000 | ||
Total liabilities | 507,135 | 316,175 | ||
Shareholder’s Equity: | ||||
Ordinary shares, $0.001 par value; 50,000,000 shares authorized; 1,725,000 and 1,725,000 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | [1] | 1,725 | 1,725 | |
Additional paid-in capital | 23,275 | 23,275 | ||
Accumulated deficit | (24,950) | (23,100) | ||
Total shareholder’s equity | 50 | 1,900 | [2] | |
Total liabilities and shareholder’s equity | $ 507,185 | $ 318,075 | ||
[1]Includes an aggregate of up to 225,000 shares as of March 31, 2023 and December 31, 2022 subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to forfeiture. On December 14, 2022, the Sponsor of the Company surrendered 1,150,000 ordinary shares for no consideration. As a result of such share surrender, the Sponsor currently hold 1,725,000 ordinary shares, which is retroactively recorded and presented. See Note 5.[2]Includes an aggregate of up to 225,000 shares as of March 31, 2023 and 2022 subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to forfeiture. On December 14, 2022, the Sponsor of the Company surrendered 1,150,000 ordinary shares for no consideration. As a result of such share surrender, the Sponsor currently hold 1,725,000 ordinary shares, which is retroactively recorded and presented. See Note 5. |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock par value per share | $ 0.001 | $ 0.001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 1,725,000 | 1,725,000 |
Common stock shares outstanding | 1,725,000 | 1,725,000 |
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 | $ 1,850 | ||
Net loss | $ (1,850) | ||
Basic and diluted weighted average shares outstanding | [1] | 1,500,000 | 1,500,000 |
Basic and diluted net loss per ordinary shares subject to | $ 0 | ||
[1]Excludes an aggregate of up to 225,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to forfeiture. On December 14, 2022, the Sponsor of the Company surrendered 1,150,000 ordinary shares for no consideration. As a result of such share surrender, the Sponsor currently holds 1,725,000 ordinary shares, which is retroactively recorded and presented. 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 | [1] | $ 1,725 | $ 23,275 | $ (17,400) | $ 7,600 |
Balance at beginning, Shares at Dec. 31, 2021 | [1] | 1,725,000 | |||
Net loss | |||||
Ending balance, value at Mar. 31, 2022 | $ 1,725 | 23,275 | (17,400) | 7,600 | |
Balance at ending, Shares at Mar. 31, 2022 | 1,725,000 | ||||
Beginning balance, value at Dec. 31, 2022 | [1] | $ 1,725 | 23,275 | (23,100) | 1,900 |
Balance at beginning, Shares at Dec. 31, 2022 | [1] | 1,725,000 | |||
Net loss | (1,850) | (1,850) | |||
Ending balance, value at Mar. 31, 2023 | $ 1,725 | $ 23,275 | $ (24,950) | $ 50 | |
Balance at ending, Shares at Mar. 31, 2023 | 1,725,000 | ||||
[1]Includes an aggregate of up to 225,000 shares as of March 31, 2023 and 2022 subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the full exercise of the over-allotment option by the underwriters upon the consummation of the IPO, these shares are no longer subject to forfeiture. On December 14, 2022, the Sponsor of the Company surrendered 1,150,000 ordinary shares for no consideration. As a result of such share surrender, the Sponsor currently hold 1,725,000 ordinary shares, which is retroactively recorded and presented. See Note 5. |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (1,850) | |
Net changes in operating assets & liabilities: | ||
Deferred offering costs | (47,260) | (35,585) |
Due to sponsor | 6,300 | |
Accrued offering costs and other liabilities | (13,040) | (50,515) |
Net cash used in operating activities | (55,850) | (86,100) |
Cash flows from financing activities: | ||
Proceeds from promissory note – related party | 200,000 | 175,000 |
Net cash provided by financing activities | 200,000 | 175,000 |
Net increase in cash in escrow | 144,150 | 88,900 |
Cash in escrow at beginning of period | 37,423 | 20,821 |
Cash in escrow at end of period | 181,573 | 109,721 |
Deferred offering costs included in accrued offering costs | $ 2,535 | $ 1,350 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
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 (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’s Sponsor is G-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 its initial public offering (the “IPO”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year-end. The 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 The Trust Account As of May 4, 2023, a total of $ 70,337,518 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 180 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 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. Going Concern Consideration Prior to the completion of the IPO, as of March 31, 2023, the Company had working capital deficit of $ 325,562 As of May 4, 2023, the Company had working capital of $ 343,708 , which excludes $ 69,690,000 of cash held in the Trust Account subject to possible redemption and the liability for deferred underwriting commissions of $ 1,725,000 . 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 financial statements. Prior to consummation of a Business Combination, the Company has the ability to secure additional funding from the Sponsor. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within 9 months (or 21 months, as applicable). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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 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. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On May 4, 2023, the Company sold 6,900,000 Units (including the issuance of 900,000 Units as a result of the underwriter’s full exercise of the over-allotment) at a price of $10.00 per Unit, generating gross proceeds of $69,000,000 related to the IPO. Each Unit consists of one Ordinary Share and one right to receive two-tenths (2/10) of an Ordinary Share upon the consummation of an Initial Business Combination. Each five rights entitle the holder thereof to receive one Ordinary Share at the closing of a Business Combination. No fractional shares will be issued. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2023 | |
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 | 3 Months Ended |
Mar. 31, 2023 | |
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 On May 4, 2023, since the underwriters exercised the over-allotment in full, no Founder Shares are subject to forfeiture. 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 $ 500,000 500,000 300,000 181,573 Due to Sponsor As of March 31, 2023, the net balance due to Sponsor was $ 4,000 2,300 |
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 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. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of this financial statement. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this financial statement. 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 Fees The Company has paid professional fees of $ 50,000 150,000 Administrative Services Agreement The Company entered into an administrative services agreement, having a term commencing on May 1, 2023, through the earlier of the Company’s consummation of a Business Combination or its liquidation, which agrees to pay to the Sponsor a total of $ 10,000 |
SHAREHOLDER_S EQUITY
SHAREHOLDER’S EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDER’S EQUITY | NOTE 7. SHAREHOLDER’S EQUITY Ordinary Shares — The Company is authorized to issue 50,000,000 ordinary shares, with a par value of $ 0.001 per share. Holders of the ordinary shares are entitled to one vote for each ordinary share. At March 31, 2023 and December 31, 2022, there was 1,725,000 ordinary shares issued and outstanding, respectively, of which 225,000, respectively, are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full, so that the Sponsor will own 20% of the issued and outstanding shares after the IPO. As of May 4, 2023, there were 2,032,000 307,000 6,900,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company has evaluated all events or transactions that occurred up to June 9, 2023, the date the financial statements were issued. Other than described in the Note 1, Note 3, Note 4, and Note 5 to Note 7, which were related to the consummation of the IPO, the Private Placement, payment of offering costs, and the repayment of Promissory Note, etc., the Company has identified the following subsequent event that would have required adjustment or disclosure in the financial statements: On June 8, 2023, the Sponsor paid $155,500 on behalf of the Company for professional fees and D&O insurance premiums. |
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 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 | 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 | 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 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 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 | 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 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 | 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 financial statements. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | |
May 04, 2023 | Mar. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||
Transaction costs | $ 3,752,890 | |
Underwriting fees | 1,380,000 | |
Deferred underwriting fees | 1,725,000 | |
Other offering costs | 647,890 | |
Working capital deficit | $ 325,562 | |
Subsequent Event [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Deferred underwriting fees | $ 1,725,000 | |
Net proceeds from the IPO | 70,337,518 | |
Held in the trust account | 69,690,000 | |
[custom:WorkingCapital] | 343,708 | |
Cash and Cash Equivalents, at Carrying Value | $ 69,690,000 | |
IPO [Member] | Subsequent Event [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 6,000,000 | |
Sale of units per share | $ 10 | |
Sale of units in initial public offering aggragate amount | $ 60,000,000 | |
Net proceeds from the IPO | $ 1,380,000 | |
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 | |
Over-Allotment Option [Member] | Subsequent Event [Member] | Underwriters [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 900,000 | |
Sale of units per share | $ 10 | |
Sale of units in initial public offering aggragate amount | $ 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 | |
Sale of units in initial public offering aggragate amount | $ 3,070,000 | |
Private Placement [Member] | Subsequent Event [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 307,000 | |
Sale of units per share | $ 10 | |
Sale of units in initial public offering aggragate amount | $ 3,070,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | May 04, 2023 | |
Subsequent Event [Line Items] | ||||
Number of shares forfeiture | $ 225,000 | $ 225,000 | $ 225,000 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Unrecognized tax benefits | $ 0 | |||
Accrued interest and penalties | $ 0 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of units in initial public offering | shares | 307,000 |
Sale of units per share | $ / shares | $ 10 |
Sale of units in initial public offering aggragate amount | $ | $ 3,070,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 14, 2022 | Sep. 17, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Apr. 06, 2023 | Aug. 11, 2021 | |
Related Party Transaction [Line Items] | |||||||
Number of shares forfeiture | $ 225,000 | $ 225,000 | $ 225,000 | ||||
Cash in escrow | 181,573 | 37,423 | |||||
Due to related party | 4,000 | ||||||
Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Cash in escrow | $ 181,573 | ||||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Principal amount | $ 500,000 | 300,000 | |||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Surrendered shares | 1,150,000 | ||||||
Principal amount | $ 500,000 | ||||||
Due to related party | $ 2,300 | ||||||
Founder Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issued | 2,875,000 | 1,725,000 | |||||
Stockholders [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate value of shares | $ 25,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
May 04, 2023 | Mar. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||
Professional fees | $ 50,000 | |
Administrative services | $ 10,000 | |
Subsequent Event [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from Initial Public Offering | $ 70,337,518 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 900,000 | |
Share price | $ 10 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Professional fees | $ 150,000 | |
IPO [Member] | Subsequent Event [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 6,000,000 | |
Share price | $ 10 | |
Percentage of cash underwritng commission | 2% | |
Proceeds from Initial Public Offering | $ 1,380,000 | |
Percentage of underwriting deferred Commission | 2.50% | |
Gross proceeds from Initial Public Offering | $ 1,725,000 |
SHAREHOLDER_S EQUITY (Details N
SHAREHOLDER’S EQUITY (Details Narrative) - $ / shares | 3 Months Ended | ||
May 04, 2023 | 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 or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Common stock shares outstanding | 1,725,000 | 1,725,000 | |
Common stock shares issued | 1,725,000 | 1,725,000 | |
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 307,000 | ||
Subsequent Event [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock shares outstanding | 2,032,000 | ||
Common stock shares issued | 2,032,000 | ||
Ordinary shares subject to possible redemption, shares | 6,900,000 | ||
Subsequent Event [Member] | Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 307,000 |