Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
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, $0.001 par value | |
Trading Symbol | GODN | |
Security Exchange Name | NASDAQ | |
Rights to receive two-tenth (2/10 | ||
Title of 12(b) Security | Rights to receive two-tenth (2/10th) of one Ordinary Share | |
Trading Symbol | GODNR | |
Security Exchange Name | NASDAQ |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash in escrow | $ 0 | $ 37,423 |
Prepaid expenses | 96,434 | |
Deferred offering costs | 278,352 | |
Due from Sponsor | 0 | 2,300 |
Marketable securities held in Trust Account | 71,086,492 | 0 |
Total assets | 71,182,926 | 318,075 |
Current liabilities: | ||
Accrued liabilities | 269,860 | 16,175 |
Promissory note payable to Sponsor | 300,000 | |
Due to Sponsor | 89,088 | 0 |
Deferred underwriting commissions | 1,725,000 | |
Total liabilities | 2,083,948 | 316,175 |
Commitments and contingencies (Note 6) | ||
Ordinary shares subject to possible redemption, 6,900,000 shares at redemption value of $10.30 per share, including interest and dividends earned in Trust Account | 71,104,065 | |
Shareholders’ equity (deficit): | ||
Ordinary shares, $0.001 par value; 50,000,000 shares authorized; 2,032,000 and 1,725,000 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 2,032 | 1,725 |
Additional paid-in capital | 23,275 | |
Accumulated deficit | (2,007,119) | (23,100) |
Total shareholders’ equity (deficit) | (2,005,087) | 1,900 |
Total liabilities and shareholders’ equity (deficit) | $ 71,182,926 | $ 318,075 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Odinary shares subject to possible redemption | 6,900,000 | 6,900,000 |
Ordinary shares subject to possible redemption, per share | $ 10.30 | $ 10.30 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 2,032,000 | 1,725,000 |
Common Stock, Shares, Outstanding | 2,032,000 | 1,725,000 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Operating expenses: | |||||
Formation and operational costs | $ 458,376 | $ 634,097 | $ 2,300 | ||
Loss from operations | 458,376 | 634,097 | 2,300 | ||
Other income: | |||||
Interest and dividends earned in Trust Account | 909,355 | 1,414,065 | |||
Total other income | 909,355 | 1,414,065 | |||
Income (loss) before income taxes | 450,979 | 779,968 | (2,300) | ||
Income tax expense | |||||
Net income (loss) | $ 450,979 | $ 779,968 | $ (2,300) | ||
Basic and diluted weighted average shares outstanding | |||||
Redeemable ordinary shares, basic and diluted | 6,900,000 | 3,765,934 | |||
Non-redeemable ordinary shares, basic and diluted | [1] | $ 2,032,000 | $ 1,725,000 | $ 1,892,557 | $ 1,725,000 |
Redeemable ordinary shares, basic and diluted net income per share | 0.08 | 1.75 | |||
Non-redeemable ordinary shares, basic and diluted net loss per share | $ (0.05) | $ 0 | $ (3.08) | $ 0 | |
[1]On December 14, 2022, the Sponsor surrendered 1,150,000 shares for no consideration. All share amounts and related information have been retroactively restated to reflect the share surrender. |
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 | ||||
Net loss | (2,300) | (2,300) | |||
Ending balance, value at Jun. 30, 2022 | $ 1,725 | 23,275 | (19,700) | 5,300 | |
Balance at ending, Shares at Jun. 30, 2022 | 1,725,000 | ||||
Net loss | |||||
Ending balance, value at Sep. 30, 2022 | $ 1,725 | 23,275 | (19,700) | 5,300 | |
Balance at ending, Shares at Sep. 30, 2022 | 1,725,000 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 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 | ||||
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) | ||
Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned on Trust Account) | (504,710) | (504,710) | |||
Net loss | 330,839 | 330,839 | |||
Ending balance, value at Jun. 30, 2023 | $ 2,032 | (1,548,743) | (1,546,711) | ||
Balance at ending, Shares at Jun. 30, 2023 | [1] | 2,032,000 | |||
Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned on Trust Account) | (909,355) | (909,355) | |||
Net loss | 450,979 | 450,979 | |||
Ending balance, value at Sep. 30, 2023 | $ 2,032 | $ (2,007,119) | $ (2,005,087) | ||
Balance at ending, Shares at Sep. 30, 2023 | 2,032,000 | ||||
[1]On December 14, 2022, the Sponsor surrendered 1,150,000 shares for no consideration. All share amounts and related information have been retroactively restated to reflect the share surrender. |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 779,968 | $ (2,300) |
Net changes in operating assets and liabilities: | ||
Deferred offering costs | (103,108) | |
Interest and dividends earned in Trust Account | (1,414,065) | |
Prepaid expenses | (96,434) | |
Due to Sponsor | 91,388 | |
Accrued offering costs | (26,365) | |
Accrued liabilities | 253,685 | (1,000) |
Net cash used in operating activities | (385,458) | (132,773) |
Cash flows from investing activities: | ||
Investment of cash in Trust Account | (70,337,512) | |
Cash withdrawn from Trust Account for working capital purposes | 665,085 | |
Net cash used in investing activities | (69,672,427) | |
Cash flows from financing activities: | ||
Proceeds from promissory note – Sponsor | 200,000 | 175,000 |
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 provided by financing activities | 70,020,462 | 175,000 |
Net (decrease) increase in cash in escrow | (37,423) | 42,227 |
Cash in escrow at beginning of period | 37,423 | 20,821 |
Cash in escrow at end of period | 63,048 | |
Deferred underwriting compensation | 1,725,000 | |
Initial value of ordinary 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) | 1,414,065 | |
Deferred offering costs included in accrued offering costs | $ (26,365) |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 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 (“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 will generate 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 has 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 late 2023 or early 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, Golden Star shall have net tangible assets of at least $ 5,000,001 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 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 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. As of September 30, 2023 and December 31, 2022, the Company had $ 71,086,492 and 0 nil marketable securities held in Trust Account, respectively, and there was a $ 17,573 Going Concern Consideration As of September 30, 2023, the Company had working capital deficit of $ 190,999 17,573 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. 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 In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 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 September 30, 2023, and for the three months and nine months ended September 30, 2023 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 three months and nine months ended September 30, 2023 are not necessary indicative of the results that may be expected for the period ending December 31, 2023, 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, 2022, which are included in the registration statement on Form S-1 filed on February 28, 2023. 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 0 37,423 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 September 30, 2023 and December 31, 2022, the Company had $ 71,086,492 0 17,573 69,690,000 During the three months ended September 30, 2023, interest and dividends earned from the Trust Account amounted to $ 909,355 607,391 301,964 During the nine months ended September 30, 2023, interest and dividends earned from the Trust Account amounted to $ 1,414,065 1,112,096 301,964 During both three and nine months ended September 30, 2022, no balance of marketable securities and no related investment income as the account had not opened. 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 legal, accounting, and other costs 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 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 September 30, 2023 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 Accounting Standards Codification (“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 September 30, 2023, the Company did no The net income (loss) per share presented in the statements of operations is based on the following: Schedule of Temporary equity balance sheet For the For the For the For the Net income (loss) $ 450,979 $ - $ 779,968 $ (2,300 ) Less: remeasurement to redemption value - - (16,792,086 ) - Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares (909,355 ) - (1,414,065 ) - Net (loss) excluding investment income in Trust Account $ (458,376 ) $ - $ (17,426,183 ) $ (2,300 ) Schedule of Basic and diluted net loss per share For the For the For the For the (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 $ (104,279 ) $ (354,097 ) $ - $ - $ (5,828,416 ) $ (11,597,767 ) $ (2,300 ) $ - Accretion of temporary equity - - - - 16,792,086 - - Accretion of temporary equity- investment income earned - 909,355 - - - 1,414,065 - - Allocation of net income (loss) $ (104,279 ) $ 555,258 $ - $ - $ (5,828,416 ) $ 6,608,384 $ (2,300 ) $ - Denominators: Weighted-average shares outstanding 2,032,000 6,900,000 1,725,000 - 1,892,557 3,765,934 1,725,000 - Basic and diluted net income (loss) per share $ (0.05 ) $ 0.08 $ (0.00 ) $ - $ (3.08 ) $ 1.75 $ (0.00 ) $ - 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 | 9 Months Ended |
Sep. 30, 2023 | |
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 At September 30, 2023, the ordinary shares reflected in the balance sheet 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 ) Plus: Accretion of carrying value to redemption value 16,792,086 Subsequent measurement of ordinary shares subject to possible redemption (interest and dividends earned on Trust Account) 1,414,065 Ordinary shares subject to possible redemption (plus any interest and dividends earned on the Trust Account) $ 71,104,065 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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. 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 30,000 49,032 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 0 300,000 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 Due from and due to Sponsor The balance of $ 2,300 no For the three month and nine month ended September 30, 2023, the Sponsor paid operating expenses on behalf of the Company in the amount of $ 89,088 264,733 . The payments made by the Sponsor were not considered as drawdown of the Second Promissory Note. As of September 30, 2023 and December 31, 2022, the balance due to Sponsor was $ 89,088 and nil, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 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. Recently 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 legal counsel a total of $ 400,000 100,000 100,000 50,000 150,000 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Ordinary Shares — The Company is authorized to issue 50,000,000 0.001 1,725,000 225,000 On May 4, 2023, the Company issued 307,000 2,032,000 The 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 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 2/10 of an Ordinary Share underlying each right upon consummation of the business combination. As of September 30, 2023, no rights had been converted into Ordinary Shares. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The Company complies with ASC 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 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 September 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Scheduled of fair value measurements Assets as of September 30, 2023 Quoted Significant Significant Marketable Securities held in Trust Account $ 71,086,492 $ - $ - As of September 30, 2022, the Company did not have any assets measured at fair value on a recurring basis. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company has evaluated all events or transactions that occurred up to November 3, 2023, the date the financial statements were issued, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements except the following: Subsequent to September 30, 2023, the Sponsor repaid the $ 17,573 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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 September 30, 2023, and for the three months and nine months ended September 30, 2023 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 three months and nine months ended September 30, 2023 are not necessary indicative of the results that may be expected for the period ending December 31, 2023, 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, 2022, which are included in the registration statement on Form S-1 filed on February 28, 2023. |
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 0 37,423 |
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 September 30, 2023 and December 31, 2022, the Company had $ 71,086,492 0 17,573 69,690,000 During the three months ended September 30, 2023, interest and dividends earned from the Trust Account amounted to $ 909,355 607,391 301,964 During the nine months ended September 30, 2023, interest and dividends earned from the Trust Account amounted to $ 1,414,065 1,112,096 301,964 During both three and nine months ended September 30, 2022, no balance of marketable securities and no related investment income as the account had not opened. |
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 legal, accounting, and other costs 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 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 September 30, 2023 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 Accounting Standards Codification (“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 September 30, 2023, the Company did no The net income (loss) per share presented in the statements of operations is based on the following: Schedule of Temporary equity balance sheet For the For the For the For the Net income (loss) $ 450,979 $ - $ 779,968 $ (2,300 ) Less: remeasurement to redemption value - - (16,792,086 ) - Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares (909,355 ) - (1,414,065 ) - Net (loss) excluding investment income in Trust Account $ (458,376 ) $ - $ (17,426,183 ) $ (2,300 ) Schedule of Basic and diluted net loss per share For the For the For the For the (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 $ (104,279 ) $ (354,097 ) $ - $ - $ (5,828,416 ) $ (11,597,767 ) $ (2,300 ) $ - Accretion of temporary equity - - - - 16,792,086 - - Accretion of temporary equity- investment income earned - 909,355 - - - 1,414,065 - - Allocation of net income (loss) $ (104,279 ) $ 555,258 $ - $ - $ (5,828,416 ) $ 6,608,384 $ (2,300 ) $ - Denominators: Weighted-average shares outstanding 2,032,000 6,900,000 1,725,000 - 1,892,557 3,765,934 1,725,000 - Basic and diluted net income (loss) per share $ (0.05 ) $ 0.08 $ (0.00 ) $ - $ (3.08 ) $ 1.75 $ (0.00 ) $ - |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Temporary equity balance sheet | Schedule of Temporary equity balance sheet For the For the For the For the Net income (loss) $ 450,979 $ - $ 779,968 $ (2,300 ) Less: remeasurement to redemption value - - (16,792,086 ) - Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares (909,355 ) - (1,414,065 ) - Net (loss) excluding investment income in Trust Account $ (458,376 ) $ - $ (17,426,183 ) $ (2,300 ) |
Schedule of Basic and diluted net loss per share | Schedule of Basic and diluted net loss per share For the For the For the For the (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 $ (104,279 ) $ (354,097 ) $ - $ - $ (5,828,416 ) $ (11,597,767 ) $ (2,300 ) $ - Accretion of temporary equity - - - - 16,792,086 - - Accretion of temporary equity- investment income earned - 909,355 - - - 1,414,065 - - Allocation of net income (loss) $ (104,279 ) $ 555,258 $ - $ - $ (5,828,416 ) $ 6,608,384 $ (2,300 ) $ - Denominators: Weighted-average shares outstanding 2,032,000 6,900,000 1,725,000 - 1,892,557 3,765,934 1,725,000 - Basic and diluted net income (loss) per share $ (0.05 ) $ 0.08 $ (0.00 ) $ - $ (3.08 ) $ 1.75 $ (0.00 ) $ - |
INITIAL PUBLIC OFFERING (Tables
INITIAL PUBLIC OFFERING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering | |
Scheduled of common stock subject to possible redemption | 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 ) Plus: Accretion of carrying value to redemption value 16,792,086 Subsequent measurement of ordinary shares subject to possible redemption (interest and dividends earned on Trust Account) 1,414,065 Ordinary shares subject to possible redemption (plus any interest and dividends earned on the Trust Account) $ 71,104,065 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Scheduled of fair value measurements | Scheduled of fair value measurements Assets as of September 30, 2023 Quoted Significant Significant Marketable Securities held in Trust Account $ 71,086,492 $ - $ - |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
May 04, 2023 | Jul. 23, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
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 | ||||
Transaction 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 | ||||
Net proceeds from the IPO | 70,337,513 | 69,000,000 | |||
Held in the trust account | $ 69,690,000 | ||||
Marketable Securities | 71,086,492 | $ 0 | |||
Cash And Not Subject To Redemption | 17,573 | ||||
Working capital deficit | 190,999 | ||||
Cash and Cash Equivalents, at Carrying Value | 17,573 | ||||
Issuance of a promissory note | $ 500,000 | ||||
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 aggragate amount | $ 69,000,000 | ||||
Net proceeds from the IPO | $ 1,380,000 | ||||
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 | 900,000 | |||
Sale of units per share | $ 10 | ||||
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 | ||||
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 | 307,000 | |||
Sale of units per share | $ 10 | $ 10 | |||
Sale of units in initial public offering aggragate amount | $ 3,070,000 | $ 3,070,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Net income (loss) | $ 450,979 | $ 779,968 | $ (2,300) | |
Less: remeasurement to redemption value | (16,792,086) | |||
Less: Interest and dividends earned in Trust Account to be allocated to redeemable shares | (909,355) | (1,414,065) | ||
Net (loss) excluding investment income in Trust Account | $ (458,376) | $ (17,426,183) | $ (2,300) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerators: | ||||
Allocation of net losses | $ (779,968) | $ 2,300 | ||
Allocation of net income (loss) | $ 450,979 | 779,968 | (2,300) | |
Non Redeemable Shares [Member] | ||||
Numerators: | ||||
Allocation of net losses | (104,279) | (5,828,416) | (2,300) | |
Accretion of temporary equity | ||||
Accretion of temporary equity- investment income earned | ||||
Allocation of net income (loss) | $ (104,279) | $ (5,828,416) | $ (2,300) | |
Denominators: | ||||
Weighted-average shares outstanding | 2,032,000 | 1,725,000 | 1,892,557 | 1,725,000 |
Basic and diluted net income (loss) per share | $ (0.05) | $ 0 | $ (3.08) | $ 0 |
Redeemable Shares [Member] | ||||
Numerators: | ||||
Allocation of net losses | $ (354,097) | $ (11,597,767) | ||
Accretion of temporary equity | 16,792,086 | |||
Accretion of temporary equity- investment income earned | 909,355 | 1,414,065 | ||
Allocation of net income (loss) | $ 555,258 | $ 6,608,384 | ||
Denominators: | ||||
Weighted-average shares outstanding | 6,900,000 | 3,765,934 | ||
Basic and diluted net income (loss) per share | $ 0.08 | $ 1.75 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | May 04, 2023 | Apr. 06, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Cash | $ 0 | $ 0 | $ 0 | ||||
Cash in escrow | 0 | 0 | $ 181,573 | 37,423 | |||
Marketable securities held in trust account | 71,086,492 | 71,086,492 | $ 0 | ||||
Cash and not subject to redemption | 17,573 | 17,573 | |||||
Held in the trust account | $ 69,690,000 | ||||||
Nonoperating Income (Expense) | 909,355 | 1,414,065 | |||||
Interest earned in trust accounts | 607,391 | 1,112,096 | |||||
Unrealized gain loss in trust account | 301,964 | 301,964 | |||||
Unrecognized tax benefits | 0 | ||||||
Accrued interest and penalties | $ 0 | ||||||
Interest to pay dissolution expenses | $ 50,000 | ||||||
Antidilutive shares | 0 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Held in the trust account | $ 69,690,000 | $ 69,690,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) | Sep. 30, 2023 USD ($) |
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) |
Accretion of carrying value to redemption value | 16,792,086 |
Subsequent measurement of ordinary shares subject to possible redemption (interest and dividends earned on Trust Account) | 1,414,065 |
Ordinary shares subject to possible redemption (plus any interest and dividends earned on the Trust Account) | $ 71,104,065 |
INITIAL PUBLIC OFFERING (Deta_2
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 9 Months Ended | |
May 04, 2023 | Sep. 30, 2023 | |
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 | |
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 | 900,000 |
Sale of units per share | $ 10 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 9 Months Ended | |
May 04, 2023 | Sep. 30, 2023 | |
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 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 307,000 | 307,000 |
Sale of units per share | $ 10 | $ 10 |
Sale of units in initial public offering aggragate amount | $ 3,070,000 | $ 3,070,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 14, 2022 | Sep. 17, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Jul. 28, 2023 | Apr. 06, 2023 | Aug. 11, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Number of shares forfeiture | $ 225,000 | |||||||
Administrative services | $ 10,000 | |||||||
Service fee | $ 30,000 | 49,032 | ||||||
Cash in escrow | 0 | 0 | 37,423 | $ 181,573 | ||||
Borrowed an aggregate amount | 0 | 0 | 300,000 | |||||
Due from related party | 0 | 0 | $ 2,300 | |||||
Operating Expenses | 89,088 | 264,733 | ||||||
[custom:DueToRelatedParties-0] | $ 89,088 | $ 89,088 | ||||||
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 | 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 ($) | 1 Months Ended | 9 Months Ended | ||
May 04, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
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 | $ 100,000 | 400,000 | ||
Service fee | 100,000 | |||
Payament for fees | 50,000 | |||
Business combination acquisition related costs | $ 150,000 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 900,000 | 900,000 | ||
Share price | $ 10 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 6,900,000 | |||
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 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
May 04, 2023 | Sep. 30, 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, issued | 2,032,000 | 1,725,000 | |
Common Stock, Shares, Outstanding | 2,032,000 | 1,725,000 | |
Number of shares forfeiture | $ 225,000 | ||
Sale of units in initial public offering | 6,000,000 | ||
Ordinary shares subject to possible redemption, shares | 6,900,000 | ||
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 307,000 | 307,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Fair Value, Recurring [Member] | Sep. 30, 2023 USD ($) |
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 | $ 71,086,492 |
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) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Subsequent Events [Abstract] | |
Repayment of overdrafts | $ 17,573 |