Aura Fat Projects Acquisition (AFAR) 10-Q 7 Oct 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Aug. 31, 2024	Oct. 07, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Aug. 31, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--11-30
Entity File Number	001-41350
Entity Registrant Name	AURA FAT PROJECTS ACQUISITION CORP
Entity Central Index Key	0001901886
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	1 Phillip Street
Entity Address, Address Line Two	#09-00
Entity Address, City or Town	Royal One Phillip
Entity Address, Country	SG
Entity Address, Postal Zip Code	048692
City Area Code	65
Local Phone Number	3135-1511
Entity Current Reporting Status	Yes
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
Units, each consisting of one Class A Ordinary Share and one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share and one Redeemable Warrant
Trading Symbol	AFARU
Security Exchange Name	NASDAQ
Class A Ordinary Share, $0.0001 par value per share
Title of 12(b) Security	Class A Ordinary Share, $0.0001 par value per share
Trading Symbol	AFAR
Security Exchange Name	NASDAQ
Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	AFARW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		384,510
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,875,000

BALANCE SHEETS (Unaudited)

BALANCE SHEETS (Unaudited) - USD ($)	Aug. 31, 2024	Nov. 30, 2023
Current Assets
Cash	$ 151,901	$ 233,088
Prepaid expenses and other current assets	127,865	130,933
Total Current Assets	279,766	364,021
Cash and marketable securities held in Trust Account	3,134,182	30,604,459
Total Assets	3,413,948	30,968,480
Liabilities and Shareholders’ Deficit
Accounts payable and accrued expenses	1,549,099	1,129,825
Advances from related party - Allrites	181,666
Advances from related party - Sponsor	1,232,116	800,000
Total Current Liabilities	2,962,881	1,929,825
Deferred underwriting commission	4,025,000	4,025,000
Total Liabilities	6,987,881	5,954,825
Class A ordinary shares subject to possible redemption; $0.0001 par value; 269,510 and 2,791,696 shares at a redemption value of $11.63 and $10.96 per share as of August 31, 2024 and November 30, 2023, respectively	3,134,182	30,604,459
Shareholders’ Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(6,708,415)	(5,591,104)
Total Shareholders’ Deficit	(6,708,115)	(5,590,804)
Total Liabilities and Shareholders’ Deficit	3,413,948	30,968,480
Common Class A [Member]
Shareholders’ Deficit
Ordinary shares value	12	12
Common Class B [Member]
Shareholders’ Deficit
Ordinary shares value	$ 288	$ 288

BALANCE SHEETS (Unaudited) (Par

BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Aug. 31, 2024	Nov. 30, 2023
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]
Ordinary shares subject to possible redemption, par value	$ 0.0001	$ 0.0001
Ordinary shares subject to possible redemption, shares	269,510	2,791,696
Ordinary shares subject to possible redemption, value per share	$ 11.63	$ 10.96
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	115,000	115,000
Common stock, shares outstanding	115,000	115,000
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	30,000,000	30,000,000
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

STATEMENTS OF OPERATIONS (Unaud

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2024	Aug. 31, 2023	Aug. 31, 2024	Aug. 31, 2023
Operating and formation costs	$ 370,232	$ 465,378	$ 766,079	$ 1,332,243
Loss from operations	(370,232)	(465,378)	(766,079)	(1,332,243)
Other income:
Interest earned on Note Receivable	1,262		3,768
Interest earned on marketable securities held in Trust Account	261,486	1,009,563	1,085,980	3,687,468
Unrealized (loss) gain on marketable securities held in Trust Account	(12,045)	9,101		3,730
Total other income, net	250,703	1,018,664	1,089,748	3,691,198
Net (loss) income	$ (119,529)	$ 553,286	$ 323,669	$ 2,358,955
Class A Ordinary Shares [Member]
Other income:
Weighted average shares outstanding	1,714,894	6,976,882	2,510,878	10,057,676
Basic and diluted net loss per share	$ (0.03)	$ 0.06	$ 0.06	$ 0.18
Class B Ordinary Shares [Member]
Other income:
Weighted average shares outstanding	2,875,000	2,875,000	2,875,000	2,875,000
Basic and diluted net loss per share	$ (0.03)	$ 0.06	$ 0.06	$ 0.18

STATEMENTS OF CHANGES IN SHAREH

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Unaudited) - USD ($)	Class A Ordinary Shares [Member]	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance — May 31, 2023 at Nov. 30, 2022	$ 12	$ 288		$ (3,668,338)	$ (3,668,038)
Beginning balance, shares at Nov. 30, 2022	115,000	2,875,000
Remeasurement of Class A ordinary shares subject to redemption				(1,245,737)	(1,245,737)
Net income				983,179	983,179
Balance — August 31, 2023 at Feb. 28, 2023	$ 12	$ 288		(3,930,896)	(3,930,596)
Ending balance, shares at Feb. 28, 2023	115,000	2,875,000
Remeasurement of Class A ordinary shares subject to redemption				(1,426,797)	(1,426,797)
Net income				822,490	822,490
Balance — August 31, 2023 at May. 31, 2023	$ 12	$ 288		(4,535,203)	(4,534,903)
Ending balance, shares at May. 31, 2023	115,000	2,875,000
Remeasurement of Class A ordinary shares subject to redemption				(1,118,664)	(1,118,664)
Net income				553,286	553,286
Balance — August 31, 2023 at Aug. 31, 2023	$ 12	$ 288		(5,100,581)	(5,100,281)
Ending balance, shares at Aug. 31, 2023	115,000	2,875,000
Balance — May 31, 2023 at Nov. 30, 2023	$ 12	$ 288		(5,591,104)	(5,590,804)
Beginning balance, shares at Nov. 30, 2023	115,000	2,875,000
Extension Funds attributable to common stock subject to redemption				(150,000)	(150,000)
Remeasurement of Class A ordinary shares subject to redemption				(402,356)	(402,356)
Net income				224,952	224,952
Balance — August 31, 2023 at Feb. 29, 2024	$ 12	$ 288		(5,918,508)	(5,918,208)
Ending balance, shares at Feb. 29, 2024	115,000	2,875,000
Extension Funds attributable to common stock subject to redemption				(150,000)	(150,000)
Remeasurement of Class A ordinary shares subject to redemption				(434,183)	(434,183)
Net income				218,246	218,246
Balance — August 31, 2023 at May. 31, 2024	$ 12	$ 288		(6,284,445)	(6,284,145)
Ending balance, shares at May. 31, 2024	115,000	2,875,000
Extension Funds attributable to common stock subject to redemption				(55,000)	(55,000)
Remeasurement of Class A ordinary shares subject to redemption				(249,441)	(249,441)
Net income				(119,529)	(119,529)
Balance — August 31, 2023 at Aug. 31, 2024	$ 12	$ 288		$ (6,708,415)	$ (6,708,115)
Ending balance, shares at Aug. 31, 2024	115,000	2,875,000

STATEMENTS OF CASH FLOWS (Unaud

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Aug. 31, 2024	Aug. 31, 2023
Cash Flows from Operating Activities:
Net income	$ 323,669	$ 2,358,955
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(1,085,980)	(3,687,468)
Unrealized loss on marketable securities held in Trust Account		(3,730)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	3,068	22,937
Accounts payable and accrued expenses	419,274	768,522
Net cash used in operating activities	(339,969)	(540,784)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(355,000)	(50,000)
Cash withdrawn from Trust Account in connection with redemption	28,911,257	92,514,424
Net cash provided by investing activities	28,556,257	92,464,424
Cash Flows from Financing Activities:
Advances from related party	664,182	275,000
Repayment of advances from related party	(50,400)
Redemption of common stock	(28,911,257)	(92,514,424)
Net cash used in financing activities	(28,297,475)	(92,239,424)
Net Change in Cash	(81,187)	(315,784)
Cash – Beginning of period	233,088	360,530
Cash – End of period	151,901	44,746
Non-Cash investing and financing activities:
Extension funds attributable to common stock subject to redemption	355,000
Accretion of Class A ordinary shares carrying value to redemption value	$ 1,085,980	$ 3,791,198

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Aug. 31, 2024
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Aura Fat Projects Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on December 6, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. As of August 31, 2024, the Company had not commenced any operations. All activity for the period from December 6, 2021 (inception) through August 31, 2024 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates 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. The Company’s sponsor is Aura FAT Projects Capital LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on April 12, 2022. On April 18, 2022, the Company consummated the Initial Public Offering of 11,500,000 1,500,000 115,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 5,000,000 1.00 5,000,000 Transaction costs amounted to $ 5,724,785 1,150,000 4,025,000 549,785 151,901 4,025,000 The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. Upon the closing of the Initial Public Offering, an amount of $ 117,300,000 10.20 100,000 The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or share exchange listing requirements. The public shareholders are entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.20 per public share, however, there is no guarantee that investors will receive $10.20 per share upon redemption. The shares of ordinary share subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company’s Class A ordinary shares are not classified as a “penny stock” upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 15 months (or up to a 21-month if the Company chooses to extend such period, as described in more detail in the final prospectus, or as extended by the Company’s shareholders in accordance with the amended and restated memorandum and articles of association) from the closing of the Initial Public Offering to consummate the initial Business Combination. On July 17, 2023, the Company held a special meeting (the “Special Meeting”) where its shareholders approved the proposal (the “Trust Amendment Proposal”) to authorize the Company to enter into Amendment No. 1 to the Trust Agreement (the “Trust Agreement Amendment”) to amend the Trust Agreement to allow the Company to extend beyond July 18, 2023 the date by which the Company must have completed its initial business combination. Pursuant to the Trust Agreement Amendment, the Company has the right to extend beyond July 18, 2023 (the “Original Termination Date”) by up to 12, 1-month extensions through July 18, 2024 (each of the 12, 1-month extensions, an “Extension”, and each such extended date a “Deadline Date”) the date by which the Company must consummate the initial Business Combination and the Sponsor will deposit into the Trust Account the lesser of (x) $ 50,000 0.045 100,000 5,000,001 8,708,304 92,514,424 10.62 On July 19, 2024, in connection with the voting on the NTA Proposal, the Extension Amendment Proposal, and the Trust Amendment Proposal at the Special Meeting, holders of 2,522,186 26,268,373 10.41 The Sponsor, officers and directors will enter into a letter agreement with Company, pursuant to which they will agree to (i) waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares held by them in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s amended and restated memorandum and articles of association prior thereto or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period for each three month extension, into the Trust Account, or as extended by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association), or (B) with respect to any other provision relating to any other provision relating to the rights of holders of the Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete the initial Business Combination within the Combination Period although the Company will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame. The Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. On December 11, 2023, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that since the Company’s Market Value of Listed Securities was less than $ 50 On each of December 15, 2023, January 17, 2024, February 14, 2024, March 14, 2024, April 19, 2024, May 17, 2024, and June 18, 2024 the Company deposited $ 50,000 5,000 Going Concern Consideration As of August 31, 2024, the Company had $ 151,901 2,683,115 Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. 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. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. 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,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete an Initial Business Combination by July 18, 2024 then the Company will cease all operations except for the purpose of liquidating. On July 17, 2023, the Company amended the Company governing documents to allow for twelve 1-month extensions by depositing the lesser of (x) $ 50,000 0.045 2,522,186 26,268,373 10.41 5,000 0.02 Business Combination Agreement On May 7, 2023, the Company entered into a definitive Business Combination Agreement (the “Agreement”) with Allrites Holdings Pte Ltd., a Singapore private company limited by shares, (“Allrites”), and Meta Gold Pte. Ltd., a Singapore exempt private company limited by shares, as the representative for the shareholders of Allrites (See Note 6). On September 14, 2023, the Company signed a convertible promissory note with the Sponsor for $ 1,000,000 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 this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, and other international conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Aug. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on February 27, 2024. The interim results for the nine months ended August 31, 2024 are not necessarily indicative of the results to be expected for a full year. 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 (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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 statement 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 unaudited financial statements in conformity with 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 unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. 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 unaudited financial statements, 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 did no 151,901 233,088 Cash and Marketable Securities Held in Trust Account At August 31, 2024 and November 30, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets 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 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 August 31, 2024 and November 30, 2023, the Company had $ 3,134,182 30,604,459 Offering Costs associated with an Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of $ 549,784 5,175,000 Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity”. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A 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, at August 31, 2024 and November 30, 2023, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited balance sheets. On July 17, 2023, in connection with the voting on the NTA Proposal, the Extension Amendment Proposal, and the Trust Amendment Proposal at the Special Meeting, holders of 8,708,304 92,514,424 10.62 2,522,186 26,268,373 10.41 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Increase or decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by charges against additional paid in capital and accumulated deficit. As of August 31, 2024 and November 30, 2023, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Schedule of the Class A ordinary shares reflected on balance sheet Class A ordinary shares subject to possible redemption, November 30, 2023 $ 30,604,459 Less: Redemption (28,911,257 ) Plus: Extension funds attributable to common stock subject to redemption 355,000 Accretion of carrying value to redemption value 1,085,980 Class A ordinary shares subject to possible redemption, August 31, 2024 $ 3,134,182 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” 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 major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As August 31, 2024 and November 30, 2023, there were no no 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 period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income/(Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary share outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,500,000 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Schedule of basic and diluted net loss per ordinary share For the Three Months Ended August 31, For the Nine Months Ended August 31, 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (44,659 ) $ (74,870 ) $ 391,825 $ 161,461 $ 150,893 $ 172,776 $ 1,834,547 $ 524,408 Denominator: Basic and diluted weighted average shares outstanding 1,714,894 2,875,000 6,976,882 2,875,000 2,510,878 2,875,000 10,057,676 2,875,000 Basic and diluted net (loss) income per ordinary share $ (0.03 ) $ (0.03 ) $ 0.06 $ 0.06 $ 0.06 $ 0.06 $ 0.18 $ 0.18 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Recent 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 unaudited financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Aug. 31, 2024
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 10.00 11.50

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Aug. 31, 2024
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company’s Sponsor purchased an aggregate of 5,000,000 1.00 5,000,000 Each Private Placement Warrant is identical to the warrants offered by the Initial Public Offering, except as described below. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the placement warrants) are identical to the warrants sold in the Initial Public Offering except that (a) the placement warrants and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of our initial Business Combination, except to permitted transferees, and (b) will be entitled to registration rights.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Aug. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 7, 2022, the Sponsor paid $ 25,000 2,875,000 375,000 The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares (or ordinary shares issuable upon conversion thereof) until the earlier to occur of: (A) 180 days after the completion of the initial Business Combination and (B) the date on which the Company complete a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares. Notwithstanding the foregoing, the converted Class A ordinary shares will be released from the Lock-up if (i) the last reported sale price of the Class A ordinary share equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) if the Company completes a transaction after the initial Business Combination which results in all of the Company’s shareholders having the right to exchange their shares for cash, securities or other property. Administrative Services Fee The Company pays an affiliate of the Sponsor $ 20,000 60,000 180,000 60,000 180,000 300,000 120,000 Allrites Note Receivable On October 31, 2023, the Company issued a convertible note to Allrites of $ 100,000 5 3,413 100,698 100,342 Promissory Note — Related Party On September 14, 2023, the Company signed a convertible promissory note with the Sponsor for $ 1,000,000 no Advances from Related Party - Sponsor As of August 31, 2024 the Company received aggregate advances of $ 1,232,116 605,000 1,232,116 800,000 Advances from Related Party - Allrites As of August 31, 2024 the Company received aggregate advances of $ 181,666 Working Capital Loans In order to finance transaction costs in connection with an intended 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 (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close. The Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. no

COMMITMENTS

COMMITMENTS	9 Months Ended
	Aug. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights The holders of the Founder Shares, the representative shares, Private Placement Warrants (including component securities contained therein) and warrants (including securities contained therein) that may be issued upon conversion of Working Capital Loans, any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary share) that may be issued upon exercise of the warrants as part of the Working Capital Loans and Class A ordinary share issuable 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 the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A ordinary share). The holders of the majority 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 Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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 the Initial Public Offering to purchase up to an additional 1,500,000 In accordance to the Underwriting Agreement between EF Hutton LLC (Underwriter) and the Company (Aura Fat Projects Acquisition Corp), the Underwriter were paid an Initial Underwriting Fee of 1 1,150,000 3.5 4,025,000 On July 24, 2024, the Company and the Underwriter, collectively the Parties further entered into a Deed of Satisfaction and Discharge of Indebtedness (Deed) in relation to the Deferred Underwriting Fee upon completion of the Company’s Business Combination. The Deed outlines the steps and fulfilment of the Deferred Underwriting Fee based on select scenarios upon Business Combination, in particular the financial obligations of the Deferred Underwriting Fee will be satisfied in combination of cash and scrip of the Company. In the event of a Business Combination, the Underwriter shall receive up to the maximum of $ 402,500 500,000 9 Business Combination Agreement On May 7, 2023, the Company, entered into a definitive Business Combination Agreement (the “Agreement”) with Allrites Holdings Pte Ltd., a Singapore private company limited by shares, (“Allrites”), and Meta Gold Pte. Ltd., a Singapore exempt private company limited by shares, in its capacity as the representative for the shareholders of Allrites. The transactions contemplated by the Agreement are hereinafter referred to as the “Business Combination.” Allrites Share Recapitalization Immediately prior to the closing of the Business Combination (the “ Closing Exchange Consideration As consideration for the Business Combination, subject to the terms and conditions set forth in the Agreement, and contingent upon the Closing, Allrites shareholders collectively shall be entitled to receive from the Company, in the aggregate, 9,200,000 10.00 92,000,000 Exchange As additional consideration for the Business Combination, subject to certain conditions, if Allrites’ recurring revenue recognized solely from the sale of products and services to its contracted subscription customer base in accordance with GAAP measured for each of the first two fiscal years following Closing (each, an “ Earnout Period 12,000,000 20,000,000 800,000 10.00 8,000,000 1,000,000 10.00 10,000,000 Termination and Break-Up Fee The Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing. If the Agreement is terminated, all further obligations of the parties related to public announcements, confidentiality, fees and expenses, trust account waiver, termination and general provisions under the Agreement will terminate and will be of no further force and effect, and no party to the Agreement will have any further liability to any other party thereto except for liability for certain fraud claims or for willful breach of the Agreement prior to the termination. The Agreement may be terminated at any time prior to the Closing by either the Company or Allrites if the Closing has not occurred, as of the date of these financial statements, on or prior to March 18, 2024 (or by July 18, 2024 (the “ Business Combination Deadline Extension Option The Agreement may also be terminated under certain other customary and limited circumstances prior the Closing, including, among other reasons: (i) by mutual written consent of the Company and Allrites; (ii) by either the Company or Allrites if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business Combination, and such order or other action has become final and non-appealable; (iii) by Allrites for the Company’s material uncured breach of the Agreement, if the breach would result in the failure of the related Closing condition; (iv) by the Company for the material uncured breach of the Agreement by Allrites, if the breach would result in the failure of the related Closing condition; (v) by the Company if there has been a Company Material Adverse Effect with respect to Allrites since the date of the Agreement, which is uncured and continuing; or (vi) by either the Company or Allrites if the Company holds an extraordinary general meeting of its shareholders to approve the Agreement and the Business Combination and such approval is not obtained. In the event the Agreement is terminated, the terminating party shall pay $ 5,000,000 Subscription Agreements In connection with entry into the Agreement, the Company may enter into subscription agreements with certain accredited investors (the “ Subscription Agreements 1,000,000 Pool Shares The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreements entered into from time-to-time. Share Exchange Agreement At the Closing, each Allrites shareholder and the Company, will enter into a Share Exchange Agreement for the purpose of issuing the Exchange Consideration to each of the Allrites shareholders that transfer the Allrites ordinary shares, providing for the exchange of that Allrites shareholder’s Allrites shares for the Company’s Class A Ordinary Shares. The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Share Exchange Agreement. Consulting Agreement On July 17, 2023, the Company entered into a consulting agreement with Andreas Ehn for services as a member of the board and participation in any committee roles. Andreas Ehn has agreed to join the Company’s Board of Directors effective at completion of the Business Combination with Allrites. The annual compensation will be for $ 480,000 60,000

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	9 Months Ended
	Aug. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preference Shares 1,000,000 0.0001 no Class A Ordinary Shares 300,000,000 0.0001 115,000 269,510 2,791,696 Class B Ordinary Shares 30,000,000 0.0001 2,875,000 Only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Company’s Founder Shares may remove a member of the board of directors for any reason by ordinary resolution. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of the ordinary shares who attend and vote at the Company’s general meeting. Additionally, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which a special resolution), holders of the Company’s Founder Shares will have ten votes for every founder share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share. With respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection without initial Business Combination, except as required by law, holders of the Company’s Founder Shares and holders of the public shares will vote together as a single class, with each share entitling the holder of one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering (excluding the Private Placement Warrants and underlying securities and the representative shares) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of Working Capital Loans made to the Company). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for Class A ordinary shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Warrants 11.50 9.20 60 20 9.20 115 The warrants will become exercisable on the later of 12 months from closing of the Initial Public Offering and the date of the consummation of the initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company is not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A ordinary share equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending 3 business days before the Company send the notice of redemption to the warrant holders. If holders of Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price, by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A ordinary share for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Representative Shares The Company issued to the representative or its designees 115,000 shares of Class A ordinary shares upon the consummation of the Initial Public Offering. These shares are referred to as the “representative shares”. The holders of the representative shares have agreed not to transfer, assign or sell any such ordinary shares until the completion of the initial Business Combination. In addition, the holders of the representative’s shares have agreed (i) that they will not transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period. The representative’s shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Aug. 31, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 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. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). 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 1 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 August 31, 2024, assets held in the Trust Account were comprised of $ 78 3,120,411 no At November 30, 2023, assets held in the Trust Account were comprised of $ 1,055 30,603,404 92,514,424 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at August 31, 2024 and November 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value, Assets Measured on Recurring Basis Description Level August 31, Level November 30, Assets: Investments held in Trust Account – U.S. Treasury Securities and Money Market Funds 1 $ 3,134,182 1 $ 30,604,459

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Aug. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited balance sheets date up to the date that the unaudited financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events, other than disclosed below or within these financial statements, that would have required adjustment or disclosure in the unaudited financial statements. Trading in the Company’s securities was suspended on September 9, 2024. The delisting of the Company’s securities will become effective ten days after Nasdaq files a Form 25 with the U.S. Securities and Exchange Commission. The Company has begun the process to move its common stock to the over the counter market as an interim measure to resume trading. The Company also remains committed to uplisting its securities to Nasdaq following the completion of its previously announced business combination with Allrites Holdings Pte Ltd.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Aug. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on February 27, 2024. The interim results for the nine months ended August 31, 2024 are not necessarily indicative of the results to be expected for a full year.
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 (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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 statement 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 unaudited financial statements in conformity with 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 unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. 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 unaudited financial statements, 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 did no 151,901 233,088
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account At August 31, 2024 and November 30, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets 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 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 August 31, 2024 and November 30, 2023, the Company had $ 3,134,182 30,604,459
Offering Costs associated with an Initial Public Offering	Offering Costs associated with an Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of $ 549,784 5,175,000
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity”. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A 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, at August 31, 2024 and November 30, 2023, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited balance sheets. On July 17, 2023, in connection with the voting on the NTA Proposal, the Extension Amendment Proposal, and the Trust Amendment Proposal at the Special Meeting, holders of 8,708,304 92,514,424 10.62 2,522,186 26,268,373 10.41 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Increase or decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by charges against additional paid in capital and accumulated deficit. As of August 31, 2024 and November 30, 2023, the Class A ordinary shares reflected on the balance sheet are reconciled in the following table: Schedule of the Class A ordinary shares reflected on balance sheet Class A ordinary shares subject to possible redemption, November 30, 2023 $ 30,604,459 Less: Redemption (28,911,257 ) Plus: Extension funds attributable to common stock subject to redemption 355,000 Accretion of carrying value to redemption value 1,085,980 Class A ordinary shares subject to possible redemption, August 31, 2024 $ 3,134,182
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” 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 major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As August 31, 2024 and November 30, 2023, there were no no 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 period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income/(Loss) per Ordinary Share	Net Income/(Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary share outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,500,000 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): Schedule of basic and diluted net loss per ordinary share For the Three Months Ended August 31, For the Nine Months Ended August 31, 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (44,659 ) $ (74,870 ) $ 391,825 $ 161,461 $ 150,893 $ 172,776 $ 1,834,547 $ 524,408 Denominator: Basic and diluted weighted average shares outstanding 1,714,894 2,875,000 6,976,882 2,875,000 2,510,878 2,875,000 10,057,676 2,875,000 Basic and diluted net (loss) income per ordinary share $ (0.03 ) $ (0.03 ) $ 0.06 $ 0.06 $ 0.06 $ 0.06 $ 0.18 $ 0.18
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Recent Accounting Standards	Recent 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 unaudited financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Aug. 31, 2024
Accounting Policies [Abstract]
Schedule of the Class A ordinary shares reflected on balance sheet	Schedule of the Class A ordinary shares reflected on balance sheet Class A ordinary shares subject to possible redemption, November 30, 2023 $ 30,604,459 Less: Redemption (28,911,257 ) Plus: Extension funds attributable to common stock subject to redemption 355,000 Accretion of carrying value to redemption value 1,085,980 Class A ordinary shares subject to possible redemption, August 31, 2024 $ 3,134,182
Schedule of basic and diluted net loss per ordinary share	Schedule of basic and diluted net loss per ordinary share For the Three Months Ended August 31, For the Nine Months Ended August 31, 2024 2023 2024 2023 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (44,659 ) $ (74,870 ) $ 391,825 $ 161,461 $ 150,893 $ 172,776 $ 1,834,547 $ 524,408 Denominator: Basic and diluted weighted average shares outstanding 1,714,894 2,875,000 6,976,882 2,875,000 2,510,878 2,875,000 10,057,676 2,875,000 Basic and diluted net (loss) income per ordinary share $ (0.03 ) $ (0.03 ) $ 0.06 $ 0.06 $ 0.06 $ 0.06 $ 0.18 $ 0.18

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Aug. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets Measured on Recurring Basis	Schedule of Fair Value, Assets Measured on Recurring Basis Description Level August 31, Level November 30, Assets: Investments held in Trust Account – U.S. Treasury Securities and Money Market Funds 1 $ 3,134,182 1 $ 30,604,459

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)		1 Months Ended		9 Months Ended
	Jul. 17, 2023	Jul. 19, 2024	Apr. 18, 2022	Aug. 31, 2024	Sep. 23, 2024	Aug. 14, 2024	Jun. 18, 2024	May 17, 2024	Apr. 19, 2024	Mar. 14, 2024	Feb. 14, 2024	Jan. 17, 2024	Dec. 15, 2023	Dec. 11, 2023	Nov. 30, 2023	Oct. 31, 2023	Sep. 14, 2023
Subsidiary, Sale of Stock [Line Items]
Transaction costs				$ 5,724,785
Underwriting fees				1,150,000
Deferred underwriting fees				4,025,000
Offering costs				549,785
Cash				$ 151,901											$ 233,088
Share price				$ 10.62
Dissolution expenses				$ 100,000
Initial business combination		$ 5,000		$ 50,000
Public shares outstanding		$ 0.02		$ 0.045
Net tangible assets				$ 5,000,001
Market value of listed securities														$ 50,000,000
Deposits					$ 5,000	$ 5,000	$ 50,000	$ 50,000	$ 50,000	$ 50,000	$ 50,000	$ 50,000	$ 50,000
Working capital deficit				$ 2,683,115
Convertible promissory note																$ 100,000	$ 1,000,000
Class A Ordinary Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Share price	$ 10.62	$ 10.41		$ 10
Number of shares exercised	8,708,304	2,522,186		8,708,304
Number of shares exercised, value	$ 92,514,424	$ 26,268,373		$ 92,514,424
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering			11,500,000
Sale of units in initial public offering aggregate amount			$ 115,000,000
Sale of units per share			$ 10
Proceeds from Initial Public Offering				$ 117,300,000
Share price				$ 10.20
Dissolution expenses				$ 100,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering			1,500,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering			5,000,000
Sale of units in initial public offering aggregate amount			$ 5,000,000
Sale of units per share			$ 1

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Aug. 31, 2024 USD ($)
Accounting Policies [Abstract]
Class A ordinary shares subject to possible redemption, November 30, 2023	$ 30,604,459
Redemption	(28,911,257)
Extension funds attributable to common stock subject to redemption	355,000
Accretion of carrying value to redemption value	1,085,980
Class A ordinary shares subject to possible redemption, August 31, 2024	$ 3,134,182

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2024	Aug. 31, 2023	Aug. 31, 2024	Aug. 31, 2023
Common Class A [Member]
Numerator:
Allocation of net (loss) income, as adjusted	$ (44,659)	$ 391,825	$ 150,893	$ 1,834,547
Denominator:
Basic and diluted weighted average shares outstanding	1,714,894	6,976,882	2,510,878	10,057,676
Basic and diluted net (loss) income per ordinary share	$ (0.03)	$ 0.06	$ 0.06	$ 0.18
Common Class B [Member]
Numerator:
Allocation of net (loss) income, as adjusted	$ (74,870)	$ 161,461	$ 172,776	$ 524,408
Denominator:
Basic and diluted weighted average shares outstanding	2,875,000	2,875,000	2,875,000	2,875,000
Basic and diluted net (loss) income per ordinary share	$ (0.03)	$ 0.06	$ 0.06	$ 0.18

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		1 Months Ended	9 Months Ended
	Jul. 17, 2023	Jul. 19, 2024	Aug. 31, 2024	Nov. 30, 2023
Cash and cash equivalents			$ 0	$ 0
Cash			151,901	233,088
Cash held in trust account			3,134,182	30,604,459
Offering costs			549,784
Underwriter discount			$ 5,175,000
Share price			$ 10.62
Unrecognized tax benefits			$ 0	0
Accrued for interest and penalties			$ 0	$ 0
Warrants exercisable			16,500,000
FDIC Coverage limit			$ 250,000
Class A Ordinary Shares [Member]
Number of shares exercised	8,708,304	2,522,186	8,708,304
Number of shares exercised, value	$ 92,514,424	$ 26,268,373	$ 92,514,424
Share price	$ 10.62	$ 10.41	$ 10

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - IPO [Member]	1 Months Ended
	Apr. 18, 2022 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering | shares	11,500,000
Sale of units per share	$ 10
Warrant exercisable	$ 11.50

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member]	1 Months Ended
	Apr. 18, 2022 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering | shares	5,000,000
Sale of units per share | $ / shares	$ 1
Sale of units in initial public offering aggregate amount | $	$ 5,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)			3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 31, 2023	Jan. 07, 2022	Aug. 31, 2024	Aug. 31, 2023	Aug. 31, 2024	Aug. 31, 2023	Nov. 30, 2023	Sep. 23, 2024	Aug. 14, 2024	Aug. 05, 2024	Jun. 18, 2024	May 17, 2024	Apr. 19, 2024	Mar. 14, 2024	Feb. 14, 2024	Jan. 17, 2024	Dec. 15, 2023	Sep. 14, 2023
Related Party Transaction [Line Items]
Administrative Expense			$ 60,000	$ 60,000	$ 180,000	$ 180,000
Convertible promissory note	$ 100,000																	$ 1,000,000
Interest rate	5%				9%
Interest payable										$ 3,413
Note receivable			100,698		$ 100,698		$ 100,342
Deposits								$ 5,000	$ 5,000		$ 50,000	$ 50,000	$ 50,000	$ 50,000	$ 50,000	$ 50,000	$ 50,000
Advances from related party - Allrites			181,666		$ 181,666
Lender description					Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender.
Working Capital Loans			0		$ 0		0
Convertible Promissory Note [Member]
Related Party Transaction [Line Items]
Due to Related Parties, Current			0		0		0
Founder [Member]
Related Party Transaction [Line Items]
Shares subject to forfeiture		375,000
Sponsor [Member]
Related Party Transaction [Line Items]
Administrative Expense					20,000
Aggregate advances from related party			1,232,116		1,232,116
Deposits			605,000		605,000
Advances from related party			$ 1,232,116		1,232,116		800,000
Sponsor [Member] | Administrative Service [Member]
Related Party Transaction [Line Items]
Administrative Expense					$ 300,000		$ 120,000
Founder [Member]
Related Party Transaction [Line Items]
Aggregate value of shares		$ 25,000
Shares issued		2,875,000

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)		1 Months Ended	9 Months Ended
	Oct. 31, 2023	Apr. 18, 2022	Aug. 31, 2024	Jul. 19, 2024	Jul. 17, 2023
Loss Contingencies [Line Items]
Cash in trust account			$ 402,500
Interest rate	5%		9%
Share price			$ 10.62
Payment for fees			$ 5,000,000
Minimum [Member]
Loss Contingencies [Line Items]
Annual compensation			480,000
Maximum [Member]
Loss Contingencies [Line Items]
Annual compensation			60,000
First Earnout Period [Member]
Loss Contingencies [Line Items]
Revenue recognized			12,000,000
Second Earnout Period [Member]
Loss Contingencies [Line Items]
Revenue recognized			$ 20,000,000
Class A Ordinary Shares [Member]
Loss Contingencies [Line Items]
Aggregate shares			9,200,000
Share price			$ 10	$ 10.41	$ 10.62
Aggregate value			$ 92,000,000
Conversion of shares			1,000,000
Class A Ordinary Shares [Member] | First Earnout Period [Member]
Loss Contingencies [Line Items]
Aggregate shares			800,000
Share price			$ 10
Aggregate value			$ 8,000,000
Class B Ordinary Shares [Member] | First Earnout Period [Member]
Loss Contingencies [Line Items]
Aggregate shares			1,000,000
Share price			$ 10
Aggregate value			$ 10,000,000
Underwriter [Member]
Loss Contingencies [Line Items]
Cash in trust account			$ 500,000
Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Sale of units in initial public offering		1,500,000
IPO [Member]
Loss Contingencies [Line Items]
Sale of units in initial public offering		11,500,000
Percentage of cash underwritng commission			1%
Proceeds from Initial Public Offering			$ 1,150,000
Percentage of underwriting deferred Commission			3.50%
Gross proceeds from Initial Public Offering			$ 4,025,000
Share price			$ 10.20

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares	9 Months Ended
	Aug. 31, 2024	Nov. 30, 2023
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Share Price	$ 10.62
Warrants [Member]
Class of Stock [Line Items]
Share Price	11.50
Volume weighted average price per share	$ 9.20
Percentage of funds raised to be used for consummating business combination	60%
Number of consecutive trading days for determining the volume weighted average price of share	20 days
Class of warrants or rights period within the registration shall be effective from the consummation of business combination	60 days
Class of warrants or rights redemption price per share	$ 0.01
Warrants [Member] | Minimum [Member]
Class of Stock [Line Items]
Class of warrants or rights exercise price percentage	115%
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	115,000	115,000
Common stock, shares outstanding	115,000	115,000
Ordinary shares subject to possible redemption, shares	269,510	2,791,696
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	30,000,000	30,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Aug. 31, 2024	Nov. 30, 2023
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 3,134,182	$ 30,604,459

FAIR VALUE MEASUREMENTS (Deta_2

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Aug. 31, 2024	Nov. 30, 2023
Cash and Cash Equivalents [Line Items]
Interest income from trust account	$ 0	$ 92,514,424
Cash Equivalents [Member]
Cash and Cash Equivalents [Line Items]
Assets held in the Trust Account	78	1,055
US Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Assets held in the Trust Account	$ 3,120,411	$ 30,603,404