HWH International (HWH) S-4/A 17 Mar 23 Registration of securities issued in business combination transactions (amended) Financial data

Cover

Cover	12 Months Ended
	Nov. 30, 2022
Entity Addresses [Line Items]
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 4
Entity Registrant Name	Alset Capital Acquisition Corp.
Entity Central Index Key	0001897245
Entity Primary SIC Number	6770
Entity Tax Identification Number	87-3296100
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4800 Montgomery LN STE 210
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	301
Local Phone Number	971-3955
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Alset Capital Acquisition Corp.
Entity Address, Address Line Two	4800 Montgomery LN STE 210
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	301
Local Phone Number	971-3955
Contact Personnel Name	Heng Fai Ambrose Chan

Balance Sheets

Balance Sheets - USD ($)	Nov. 30, 2022	Nov. 30, 2021
Current assets:
Cash	$ 1,172,581	$ 50,000
Due from Sponsor	13,000
Deferred offering costs		85,000
Other current assets	9,043
Total current assets	1,194,624	135,000
Cash and marketable securities held in Trust Account	88,102,610
Total assets	89,297,234	135,000
Current liabilities:
Accounts payable and accrued expenses	376,541
Accrued offering costs		40,000
Advances from related parties		75,000
Total current liabilities	376,541	115,000
Deferred underwriting compensation	3,018,750
Total liabilities	3,395,291	115,000
Commitments and contingencies (Note 6):
Temporary equity:
Class A common stock subject to possible redemption; 8,625,000 and 0 shares (at approximately $10.20 per share) as of November 30, 2022 and November 30, 2021, respectively	87,934,212
Stockholders’ (deficit) equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		24,784
Accumulated deficit	(2,032,532)	(5,000)
Total stockholders’ (deficit) equity	(2,032,269)	20,000
Total liabilities and stockholders’ (deficit) equity	89,297,234	135,000
Common Class A [Member]
Stockholders’ (deficit) equity:
Common stock value	47
Common Class B [Member]
Stockholders’ (deficit) equity:
Common stock value	$ 216	$ 216

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Nov. 30, 2022	Nov. 30, 2021
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity amount of shares redemption	8,625,000	0
Temporary equity, par value	$ 10.20	$ 10.20
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock shares issued	473,750	0
Common stock, shares outstanding	473,750	0
Common stock excluding redemption, shares	8,625,000	8,625,000
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	5,000,000	5,000,000
Common stock shares issued	2,156,250	2,156,250
Common stock, shares outstanding	2,156,250	2,156,250

Statements of Operations

Statements of Operations - USD ($)	1 Months Ended	12 Months Ended
	Nov. 30, 2021	Nov. 30, 2022
EXPENSES
Administration fee - related party		$ 100,000
General and administrative	5,000	589,646
TOTAL EXPENSES	5,000	689,646
OTHER INCOME
Investment income earned on cash and marketable securities held in Trust Account		990,110
TOTAL OTHER INCOME		990,110
Pre-tax income(loss)	(5,000)	300,464
Income tax expense		(186,923)
Net income (loss)	$ (5,000)	$ 113,541
Common Class A [Member]
OTHER INCOME
Weighted average number of shares of Class B common stock outstanding, basic and diluted		7,478,425
Basic and diluted net income (loss) per share of Class B common stock		$ 0.01
Common Class B [Member]
OTHER INCOME
Weighted average number of shares of Class B common stock outstanding, basic and diluted	1,875,000	2,156,250
Basic and diluted net income (loss) per share of Class B common stock	$ 0	$ 0.01

Statements of Changes in Stockh

Statements of Changes in Stockholder's Equity - USD ($)	Common Class A [Member] Common Stock [Member]	Common Class B [Member] Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Oct. 19, 2021
Beginning balance, shares at Oct. 19, 2021
Issuance of Class B common stock to Sponsor		$ 216	24,784		25,000
Issuance of Class B common stock to Sponsor, shares		2,156,250
Net income (loss)				(5,000)	(5,000)
Ending balance, value at Nov. 30, 2021		$ 216	24,784	(5,000)	20,000
Ending balance, shares at Nov. 30, 2021		2,156,250
Net income (loss)				113,541	113,541
Issuance of Shares at Initial Public Offering	$ 863		86,249,137		86,250,000
Issuance of Shares at Initial Public Offering, shares	8,625,000
Deferred underwriting compensation			(3,018,750)		(3,018,750)
Sale of Private Placement Units	$ 47		4,737,453		4,737,500
Sale of Private Placement Units, shares	473,750
Underwriter’s fees and other issuance costs			(2,200,348)		(2,200,348)
Remeasurement of Class A common stock to redemption value	$ (863)		(87,111,637)		(87,112,500)
Remeasurement of Class A common stock to redemption value, shares	(8,625,000)
Class A Common Stock Measurement Adjustment			1,319,361	(1,319,361)
Remeasurement of Class A common stock subject to possible redemption to redemption amount				(821,712)	(821,712)
Ending balance, value at Nov. 30, 2022	$ 47	$ 216		$ (2,032,532)	$ (2,032,269)
Ending balance, shares at Nov. 30, 2022	473,750	2,156,250

Statements of Cash Flows

Statements of Cash Flows - USD ($)	1 Months Ended	12 Months Ended
	Nov. 30, 2021	Nov. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ (5,000)	$ 113,541
Adjustments to reconcile net loss to net cash provided by operating activities:
Investment income earned on cash and marketable securities held in Trust Account		(990,110)
Formation and organization costs paid by related parties	5,000	5,000
Changes in operating assets and liabilities:
Other current assets		(9,043)
Accounts payable and accrued expenses		366,541
Net Cash Used in Operating Activities		(514,071)
Cash Flows from Investing Activities:
Due from Sponsor		(13,000)
Cash deposited into Trust Account		(87,112,500)
Net Cash Used in Investing Activities		(87,125,500)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from sale of Units in Public Offering, net of underwriting fee		84,525,000
Proceeds from sale of Private Placement Units		4,737,500
Proceeds from advances from related party	25,000
Repayment of related party advances		(211,153)
Payment of offering costs		(289,195)
Net Cash Provided by Financing Activities	50,000	88,762,152
Net change in cash	50,000	1,122,581
Cash at beginning of period		50,000
Cash at end of period	50,000	1,172,581
Supplemental disclosure of non-cash financing activities:
Deferred underwriters’ commissions charged to temporary equity in connection with the Initial Public Offering		3,018,750
Class A Common Stock measurement adjustment		1,319,361
Initial classification of Class A Common Stock subject to redemption		87,112,500
Deferred offering costs included in advances from related party	45,000
Deferred offering costs included in accrued offering costs	40,000
Subsequent remeasurement of common stock subject to redemption		$ 821,712

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY	12 Months Ended
	Nov. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY	NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY Alset Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on October 20, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of November 30, 2022, the Company has not commenced any operations. All activity for the period from October 20, 2021 (inception) through November 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below and the pursuit of a suitable acquisition candidate. The Company will not generate any operating revenues until after the completion of its initial 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 Company has selected November 30 as its fiscal year end. On September 9, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company, HWH International Inc., a Nevada corporation (“HWH”) and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“Merger Sub”). The Company and Merger Sub are sometimes referred to collectively as the “ACAX Parties.” Pursuant to the Merger Agreement, a business combination between the Company and HWH will be effected through the merger of Merger Sub with and into HWH, with HWH surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Upon the closing of the Merger (the “Closing”), it is anticipated that the Company will change its name to “HWH International Inc.” The board of directors of the Company has (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements (as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of the Company. HWH is owned and controlled by certain member officers and directors of the Company and its sponsor. The Merger is expected to be consummated in the first half of 2023, following the receipt of the required approval by the stockholders of the Company and the shareholder of HWH and the satisfaction of certain other customary closing conditions. The total consideration to be paid at Closing (the “Merger Consideration”) by the Company to the HWH shareholders will be $ 125,000,000 0.0001 12,500,000 10.00 The registration statement for the Company’s Initial Public Offering was declared effective on January 31, 2022. On February 3, 2022, the Company consummated the Initial Public Offering of 8,625,000 86,250,000 1,125,000 11,250,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 473,750 10.00 4,737,500 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $ 10.10 The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.10 Distinguishing Liabilities from Equity All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s Certificate of Incorporation. In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. We have elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). The Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% If the Company has not completed a Business Combination within 12 months from the closing of Initial Public Offering (or 15 months if we have filed a proxy statement, registration statement or similar filing for an initial Business Combination within 12 months from the consummation of Initial Public Offering but have not completed the initial Business Combination within such 12-month period, or up to 21 months if we extend the period of time to consummate a Business Combination, at the election of the Company by two separate three month extensions, subject to satisfaction of certain conditions, including the deposit of up to $ 862,500 0.10 100,000 The holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $ 10.00 10.00 Going Concern and Management’s Plan The Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist solely of pursuing a Business Combination. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by shareholders). While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the economic effects of the pandemic 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 balance sheet does not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Nov. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 independent registered public accounting firm 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s 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 balance sheet. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 1,172,581 50,000 no Investments held in Trust Account At November 30, 2022, the Company had approximately $ 88.1 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, Offering Costs 475,348 4,743,750 Class A common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 88,102,610 Net income per share Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted earnings per common stock are the same as basic earnings per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in U.S. dollars, except per share amounts): SUMMARY OF BASIC AND DILUTED NET LOSS PER COMMON SHARE For the Year Ended November 30, 2022 Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 88,130 $ 25,357 Denominator: Basic and diluted weighted average shares outstanding 7,478,425 2,156,250 Basic and diluted net income per share of common stock $ 0.01 $ 0.01 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements’ 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of November 30, 2022 and November 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate was 62.2% 0.0% The Inflation Reduction Act (“IR Act”) was enacted on August 16, 2022. The IR Act includes provisions imposing a 1% 15% Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Nov. 30, 2022
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 7,500,000 10.00 75,000,000 11.50 On February 3, 2022, the underwriters purchased an additional 1,125,000 10.00 11,250,000

PRIVATE PLACEMENTS

PRIVATE PLACEMENTS	12 Months Ended
	Nov. 30, 2022
Private Placements
PRIVATE PLACEMENTS	NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 440,000 10.00 4,400,000 33,750 10.00 337,500 Each Private Placement Unit is comprised of one Class A common share, one-half of one warrant and one right. Each private placement right entitles the holder thereof to receive one-tenth (1/10) of one share of Class A common stock upon the consummation of an initial Business Combination. Each whole private placement warrant is exercisable to purchase one share of Class A common stock at a price of $ 11.50 The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

RELATED PARTIES

RELATED PARTIES	12 Months Ended
	Nov. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTIES	NOTE 5 — RELATED PARTIES Founder Shares On November 8, 2021, the Sponsor received 2,156,250 25,000 281,250 20% The holder of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $ 12.00 Promissory Note — Related Party On November 8, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 Advances from Related Party The Sponsor paid certain offering costs on behalf of the Company and advanced working capital to the Company. These advances are due on demand and are non-interest bearing. During the year ended November 30, 2022, the Sponsor paid a total of $ 75,000 211,153 0 75,000 General and Administrative Services Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 100,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 no Due from Sponsor Due from sponsor was $ 13,000 0

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Nov. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,125,000 10.00 11,250,000 The underwriters were paid a cash underwriting discount of $ 0.20 1,725,000 0.35 3,018,750

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
	Nov. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 7 — STOCKHOLDERS’ EQUITY Preferred Stock 1,000,000 0.0001 no Class A Common Stock 50,000,000 0.0001 473,750 0 8,625,000 Class B Common Stock 5,000,000 0.0001 2,156,250 Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. In connection with our initial Business Combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those that were in effect upon completion of the Initial Public Offering. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, to 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (excluding the placement units and underlying securities). Rights . Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination being declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Nov. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying audited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 independent registered public accounting firm 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s 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 balance sheet. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 1,172,581 50,000 no
Investments held in Trust Account	Investments held in Trust Account At November 30, 2022, the Company had approximately $ 88.1
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, Offering Costs 475,348 4,743,750
Class A common stock subject to possible redemption	Class A common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 88,102,610
Net income per share	Net income per share Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted earnings per common stock are the same as basic earnings per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in U.S. dollars, except per share amounts): SUMMARY OF BASIC AND DILUTED NET LOSS PER COMMON SHARE For the Year Ended November 30, 2022 Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 88,130 $ 25,357 Denominator: Basic and diluted weighted average shares outstanding 7,478,425 2,156,250 Basic and diluted net income per share of common stock $ 0.01 $ 0.01
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements’ 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of November 30, 2022 and November 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate was 62.2% 0.0% The Inflation Reduction Act (“IR Act”) was enacted on August 16, 2022. The IR Act includes provisions imposing a 1% 15%
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” Management does not believe that any recently issued, but not yet effective, accounting standards, 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)	12 Months Ended
	Nov. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF BASIC AND DILUTED NET LOSS PER COMMON SHARE	The following table reflects the calculation of basic and diluted net income per common share (in U.S. dollars, except per share amounts): SUMMARY OF BASIC AND DILUTED NET LOSS PER COMMON SHARE For the Year Ended November 30, 2022 Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 88,130 $ 25,357 Denominator: Basic and diluted weighted average shares outstanding 7,478,425 2,156,250 Basic and diluted net income per share of common stock $ 0.01 $ 0.01

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY (Details Narrative) - USD ($)			1 Months Ended	12 Months Ended
	Sep. 09, 2022	Feb. 03, 2022	Nov. 30, 2021	Nov. 30, 2022	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price				$ 10.10
Proceeds from issuance of IPO				$ 84,525,000
Aggregate market fair value percentage				80%
Aggregate percentage of public shares				15%
Percentage of public share				100%
Interest on dissolution expenses				$ 100,000
Share price					$ 10
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net tangible assets required to redeem public share				$ 5,000,001
Share price				$ 10
Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deposits				$ 862,500
Share price				$ 10
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price				$ 0.10
Number of shares issed		8,625,000
Proceeds from issuance of IPO		$ 86,250,000
Description on sale of stock				The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.10 per Unit sold in the Initial Public Offering, including proceeds from the Private Placement Units, will be held in a trust account (“Trust Account”)
IPO [Member] | Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price				$ 10.10
IPO [Member] | Underwriters [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price		$ 10
Number of shares issed		1,125,000
Proceeds from issuance of IPO		$ 11,250,000
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price				10
Private Placement [Member] | Alset Acquisition Sponsor, LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price		$ 10
Number of shares issed		473,750
Proceeds from issuance of IPO		$ 4,737,500
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value			$ 0.0001	0.0001
Share price				11.50
Common Class A [Member] | IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price				$ 10
Number of shares issed				7,500,000
Proceeds from issuance of IPO				$ 75,000,000
Common Class A [Member] | Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price				$ 10
Description on sale of stock				Each Private Placement Unit is comprised of one Class A common share, one-half of one warrant and one right. Each private placement right entitles the holder thereof to receive one-tenth (1/10) of one share of Class A common stock upon the consummation of an initial Business Combination. Each whole private placement warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment
Merger Agreement [Member] | HWH International Inc [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total consideration paid	$ 125,000,000
Common stock, par value	$ 0.0001
Total consideration paid, shares	12,500,000
Share price	$ 10

SUMMARY OF BASIC AND DILUTED NE

SUMMARY OF BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details) - USD ($)	1 Months Ended	12 Months Ended
	Nov. 30, 2021	Nov. 30, 2022
Common Class A [Member]
Allocation of net income		$ 88,130
Basic and diluted weighted average shares outstanding		7,478,425
Basic and diluted net income per share of common stock		$ 0.01
Common Class B [Member]
Allocation of net income		$ 25,357
Basic and diluted weighted average shares outstanding	1,875,000	2,156,250
Basic and diluted net income per share of common stock	$ 0	$ 0.01

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		12 Months Ended
	Nov. 30, 2022	Nov. 30, 2022	Nov. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Cash	$ 1,172,581	$ 1,172,581	$ 50,000
Cash equivalents	0	0	0
Investment held in treasury	88,100,000
Offering costs			85,000
Underwriter discount	4,743,750
Temporary equity carrying amount	88,102,610	$ 88,102,610
Income tax percentage		62.20%	0%
Excise tax rate		1%
Corporate alternative minimum tax		15%
Federal deposit insurance corporation	250,000	$ 250,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Offering costs	$ 475,348	$ 475,348

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
	Feb. 03, 2022	Nov. 30, 2021	Nov. 30, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Share price			$ 10.10
Proceeds from issuance of IPO			$ 84,525,000
Share price				$ 10
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Share price			$ 11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of share issued	8,625,000
Share price			$ 0.10
Proceeds from issuance of IPO	$ 86,250,000
IPO [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Number of share issued	1,125,000
Share price	$ 10
Proceeds from issuance of IPO	$ 11,250,000
IPO [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Number of share issued			7,500,000
Share price			$ 10
Proceeds from issuance of IPO			$ 75,000,000

PRIVATE PLACEMENTS (Details Nar

PRIVATE PLACEMENTS (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Nov. 30, 2021	Nov. 30, 2022	Nov. 08, 2021
Subsidiary, Sale of Stock [Line Items]
Share price		$ 10.10
Proceeds from issuance of private placement		$ 4,737,500
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, per share		$ 11.50	$ 12
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued, sale of transactions		440,000
Share price		$ 10
Proceeds from issuance of private placement		$ 4,400,000
Private Placement [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued, sale of transactions		33,750
Share price		$ 10
Proceeds from issuance of private placement		$ 337,500
Description on sale of stock		Each Private Placement Unit is comprised of one Class A common share, one-half of one warrant and one right. Each private placement right entitles the holder thereof to receive one-tenth (1/10) of one share of Class A common stock upon the consummation of an initial Business Combination. Each whole private placement warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment

RELATED PARTIES (Details Narrat

RELATED PARTIES (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
	Nov. 08, 2021	Nov. 30, 2021	Nov. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Payments of sock issuance costs			$ 289,195
Repayments of related party debt			211,153
Due to related parties		75,000
General and administrative charge			100,000
Share price				$ 10
Working capital loans		0	0
Due from sponsor			$ 13,000
Maximum [Member]
Related Party Transaction [Line Items]
Share price			$ 10
Common Class B [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Common stock shares subject to forfeiture	281,250
Common Class A [Member]
Related Party Transaction [Line Items]
Sale of stock price per share	$ 12		11.50
Share price			$ 11.50
Sponsor [Member]
Related Party Transaction [Line Items]
Payments of sock issuance costs			$ 75,000
Repayments of related party debt			211,153
Sponsor fees			10,000
Sponsor [Member] | Maximum [Member] | Working Capital Loan [Member]
Related Party Transaction [Line Items]
Repayments of related party debt			$ 1,500,000
Sponsor [Member] | Maximum [Member] | Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Aggregate principal amount	$ 300,000
Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Number of shares issued, sale of transactions	2,156,250
Sale of stock, value	$ 25,000
Percentage of issued and outstanding shares	20%

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
	Feb. 03, 2022	Nov. 30, 2021	Nov. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Shares issued price per share			$ 10.10
Proceeds from issuance of IPO			$ 84,525,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of Shares at Initial Public Offering, shares	8,625,000
Shares issued price per share			$ 0.10
Proceeds from issuance of IPO	$ 86,250,000
IPO [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of Shares at Initial Public Offering, shares	1,125,000
Shares issued price per share	$ 10
Proceeds from issuance of IPO	$ 11,250,000
Aggregate underwriting discount			$ 0.20
Aggregate underwriting discount			$ 1,725,000
Underwriting deferred fee per share			$ 0.35
Underwriting deferred expense			$ 3,018,750

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares	Nov. 30, 2022	Nov. 30, 2021	Nov. 08, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Warrant exercise price	$ 0.01
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	473,750	0
Common stock, shares outstanding	473,750	0
Common stock excluding redemption shares	8,625,000	8,625,000
Sale of price per share	$ 11.50		$ 12
Common Class A [Member] | Warrant [Member]
Class of Stock [Line Items]
Sale of price per share	$ 18
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	5,000,000	5,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	2,156,250	2,156,250
Common stock, shares outstanding	2,156,250	2,156,250