Venetian-1 Acquisition 10-K 1 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Apr. 01, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Information [Line Items]
Entity Registrant Name	Venetian-1 Acquisition Corp.
Entity Central Index Key	0001900520
Entity File Number	000-56377
Entity Tax Identification Number	87-2959575
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 0
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	55 NE 5th Ave.
Entity Address, Address Line Two	Suite 401
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33432
Entity Phone Fax Numbers [Line Items]
City Area Code	(561)
Local Phone Number	464-2841
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		5,000,000

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2023
Auditor [Table]
Auditor Name	GRASSI & CO., CPAs, P.C.
Auditor Firm ID	606
Auditor Location	Jericho, New York

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 984	$ 107
Total current assets	984	107
Total assets	984	107
Current liabilities
Accounts payable and accrued expenses	10,700	9,267
Note payable - stockholder	92,500	45,000
Advances from stockholder		120
Total current liabilities	103,200	54,387
Total liabilities	103,200	54,387
Commitments and contingencies
Stockholders’ deficit
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding	500	500
Accumulated deficit	(102,716)	(54,780)
Total stockholders’ deficit	(102,216)	(54,280)
Total liabilities and stockholders’ deficit	$ 984	$ 107

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	5,000,000	5,000,000
Common stock, shares outstanding	5,000,000	5,000,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue
General and administrative expenses	47,936	48,869
Loss from operations	(47,936)	(48,869)
Net loss	$ (47,936)	$ (48,869)
Weighted average common stock outstanding, basic (in Shares)	5,000,000	5,000,000
Net loss per share of common stock, basic (in Dollars per share)	$ (0.01)	$ (0.01)

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Weighted average common stock outstanding, diluted	5,000,000	5,000,000
Net loss per share of common stock, diluted	$ (0.01)	$ (0.01)

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Deficit - USD ($)	Common Stock	Accumulated Deficit	Total
Balance as beginning at Dec. 31, 2021	$ 500	$ (5,911)	$ (5,411)
Balance as beginning (in Shares) at Dec. 31, 2021	5,000,000
Net loss		(48,869)	(48,869)
Balance as ending at Dec. 31, 2022	$ 500	(54,780)	(54,280)
Balance as ending (in Shares) at Dec. 31, 2022	5,000,000
Net loss		(47,936)	(47,936)
Balance as ending at Dec. 31, 2023	$ 500	$ (102,716)	$ (102,216)
Balance as ending (in Shares) at Dec. 31, 2023	5,000,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (47,936)	$ (48,869)
Adjustments to reconcile net loss to net cash used in operating activities:
Accounts payable and accrued expenses	1,433	3,767
Net cash used in operating activities	(46,503)	(45,102)
Cash flows from financing activities:
Proceeds from stockholder advances		120
Repayments of stockholder advances	(120)
Proceeds from note payable - stockholder	47,500	35,000
Net cash provided by financing activities	47,380	35,120
Net change in cash	877	(9,982)
Cash - beginning of year	107	10,089
Cash - end of year	$ 984	$ 107

Nature of Operations

Nature of Operations	12 Months Ended
	Dec. 31, 2023
Nature of Operations [Abstract]
Nature of Operations	Note 1. Nature of Operations Venetian-1 Acquisition Corp. (the “Company”) was incorporated in the State of Delaware on September 24, 2021. The Company’s management has chosen December 31st for its fiscal year end. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation. The Company’s principal business objective is to achieve long-term growth potential through a combination with a business, rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry, or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officer and directors of the Company.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with U.S. 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company adopted ASC 740, “Income Taxes” The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share takes into effect any dilutive instruments, except when doing so would be anti-dilutive. As of December 31, 2023 and 2022, there were no Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, the Company is eligible to 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 of 2002, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find the securities less attractive as a result, there may be a less active trading market for securities and the prices of securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards (that is, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies). The Company intends to take advantage of the benefits of this extended transition period. Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) the annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Capital Stock

Capital Stock	12 Months Ended
	Dec. 31, 2023
Capital Stock [Abstract]
Capital Stock	Note 3. Capital Stock Preferred Stock As of December 31, 2023 and 2022, the Company has 10,000,000 shares of preferred stock, par value of $0.0001, authorized and none Common Stock As of December 31, 2023 and 2022, the Company has 50,000,000 shares of common stock, par value of $0.0001, authorized and has issued 5,000,000 shares of its $0.0001 par value common stock for $500 to the founders of the Company.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
Income Taxes	Note 4. Income Taxes As of December 31, 2023 and 2022, the Company has approximately $21,600 and $11,500 in gross deferred tax assets resulting from net operating loss carry-forwards of $102,700 and $54,800, respectively, available to offset future taxable income through 2041 subject to the change in ownership provisions under IRC 382. A valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes future realization of the related tax benefits is uncertain. The difference between the tax provision at the statutory federal income tax rate on December 31, 2023 and 2022, and the tax provisions attributable to loss before income taxes is as follows: 2023 2022 Statutory federal income taxes 21.0 % 21.0 % Valuation allowance (21.0 )% (21.0 )% Effective income tax rate, net - - %

Commitments and Related Party T

Commitments and Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Commitments and Related Party Transactions [Abstract]
Commitments and Related Party Transactions	Note 5. Commitments and Related Party Transactions Office Space The Company utilizes the office space and equipment of its management at no cost. Note Payable - Stockholder On September 24, 2021, the Company issued a promissory note (the “Note”) to a stockholder of the Company pursuant to which the Company agreed to repay the sum of any and all amounts advanced to the Company, on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to be a shell company. Interest shall not accrue on the outstanding principal amount of the note except if an Event of Default (as defined in the note) has occurred. In the event of an Event of Default, the entire note shall automatically become due and payable (the “Default Date”) and starting from five (5) days after the Default Date, the interest rate on the note shall accrue at the rate of eighteen percent (18%) per annum. As of December 31, 2023 and 2022, the amount due under the note payable was $92,500 and $45,000, respectively.

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2023
Going Concern [Abstract]
Going Concern	Note 6. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has accumulated deficit and total stockholders’ deficit of $102,716 and $102,216, respectively, as of December 31, 2023. Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the date these financial statements are issued. Management intends to finance operations over the next twelve months through additional borrowings on the existing Note. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (47,936)	$ (48,869)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes	Income Taxes The Company adopted ASC 740, “Income Taxes” The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no
Net Loss per Common Share	Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share takes into effect any dilutive instruments, except when doing so would be anti-dilutive. As of December 31, 2023 and 2022, there were no
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, the Company is eligible to 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 of 2002, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find the securities less attractive as a result, there may be a less active trading market for securities and the prices of securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards (that is, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies). The Company intends to take advantage of the benefits of this extended transition period. Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) the annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
Schedule of Statutory Federal Income Tax Rate	The difference between the tax provision at the statutory federal income tax rate on December 31, 2023 and 2022, and the tax provisions attributable to loss before income taxes is as follows: 2023 2022 Statutory federal income taxes 21.0 % 21.0 % Valuation allowance (21.0 )% (21.0 )% Effective income tax rate, net - - %

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Unrecognized tax benefits
Dilutive securities
Smaller reporting companies scaled disclosure	The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) the annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of the ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30.

Capital Stock (Details)

Capital Stock (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Capital Stock (Details) [Line Items]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock share issued
Preferred Stock share outstanding
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	5,000,000	5,000,000
Common stock value (in Dollars)	$ 500	$ 500
Founder [Member]
Capital Stock (Details) [Line Items]
Common stock value (in Dollars)	$ 500	$ 500
Common Stock [Member]
Capital Stock (Details) [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Gross deferred tax assets	$ 21,600	$ 11,500
Net operating loss carry-forwards	$ 102,700	$ 54,800

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Statutory Federal Income Tax Rate	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Statutory Federal Income Tax Rate [Abstract]
Statutory federal income taxes	21%	21%
Valuation allowance	(21.00%)	(21.00%)
Effective income tax rate, net

Commitments and Related Party_2

Commitments and Related Party Transactions (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Commitments and Related Party Transactions [Abstract]
Interest rate	18%
Note payable	$ 92,500	$ 45,000

Going Concern (Details)

Going Concern (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Going Concern [Abstract]
Accumulated deficit	$ (102,716)	$ (54,780)
Stockholders’ deficit	$ (102,216)	$ (54,280)	$ (5,411)