Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 20, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41584 | |
Entity Registrant Name | ALPHAVEST ACQUISITION CORP | |
Entity Central Index Key | 0001937891 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 420 Lexington Ave | |
Entity Address, Address Line Two | Suite 2446 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10170 | |
City Area Code | 203 | |
Local Phone Number | 998-5540 | |
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 | |
Entity Common Stock, Shares Outstanding | 7,006,329 | |
Units, each consisting of one ordinary share and one right | ||
Title of 12(b) Security | Units, each consisting of one ordinary share and one right | |
Trading Symbol | ATMVU | |
Security Exchange Name | NASDAQ | |
Common stock, par value $0.0001 per share | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | ATMV | |
Security Exchange Name | NASDAQ | |
Rights, each right entitling the holder thereof to one-tenth of one ordinary share | ||
Title of 12(b) Security | Rights, each right entitling the holder thereof to one-tenth of one ordinary share | |
Trading Symbol | ATMVR | |
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash | $ 13,791 | $ 28,560 |
Prepaid expenses | 78,588 | 34,573 |
Total Current Assets | 92,379 | 63,133 |
Cash held in trust escrow account | 55,000 | |
Marketable securities held in trust account | 51,466,768 | 50,880,604 |
Total Assets | 51,614,147 | 50,943,737 |
Current Liabilities: | ||
Accounts payable and accrued offering costs and expenses | 413,385 | 213,118 |
Due to related party | 9,837 | 9,837 |
Promissory notes – Related party | 285,902 | 165,000 |
Total Current Liabilities | 709,124 | 387,955 |
Total Liabilities | 709,124 | 387,955 |
Ordinary shares subject to possible redemption (4,725,829 shares at $10.90 and $10.77 per share as of March 31, 2024 and December 31, 2023, respectively) | 51,521,768 | 50,880,604 |
Shareholders’ Deficit: | ||
Preferred shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | ||
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,280,500 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 228 | 228 |
Additional paid-in capital | ||
Accumulated deficit | (616,973) | (325,050) |
Total Shareholders’ Deficit | (616,745) | (324,822) |
Total Liabilities, Redeemable Ordinary Shares, and Shareholders’ Deficit | $ 51,614,147 | $ 50,943,737 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Temproary equity, redemption shares | 4,725,829 | 4,725,829 |
Temproary equity, redemption price per share | $ 10.90 | $ 10.77 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 2,280,500 | 2,280,500 |
Common stock, shares outstanding | 2,280,500 | 2,280,500 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Formation and operating costs | $ 236,926 | $ 158,187 |
Loss from operations | (236,926) | (158,187) |
Other Income: | ||
Interest income on investments held in trust account | 678,480 | 802,992 |
Unrealized loss on investments held in trust account | (92,316) | |
Bank interest income | 3 | 93 |
Total other income | 586,167 | 803,085 |
Net income | $ 349,241 | $ 644,898 |
Redeemable Common Stock [Member] | ||
Other Income: | ||
Weighted average common stock outstanding, basic | 4,725,829 | 6,900,000 |
Weighted average common stock outstanding, diluted | 4,725,829 | 6,900,000 |
Basic net income per share | $ 0.09 | $ 0.10 |
Diluted net income per share | $ 0.09 | $ 0.10 |
Non redeemable Common Stock [Member] | ||
Other Income: | ||
Weighted average common stock outstanding, basic | 2,280,500 | 2,280,500 |
Weighted average common stock outstanding, diluted | 2,280,500 | 2,280,500 |
Basic net income per share | $ (0.04) | $ (0.02) |
Diluted net income per share | $ (0.04) | $ (0.02) |
Statements of Changes in Shareh
Statements of Changes in Shareholders ' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 228 | $ 596,893 | $ (42,578) | $ 554,543 |
Balance, shares at Dec. 31, 2022 | 2,280,500 | |||
Accretion for ordinary shares subject to redemption amount (interest income) | (596,893) | (244,326) | (841,219) | |
Net income | 644,898 | 644,898 | ||
Balance at Mar. 31, 2023 | $ 228 | 357,994 | 358,222 | |
Balance, shares at Mar. 31, 2023 | 2,280,500 | |||
Balance at Dec. 31, 2023 | $ 228 | (325,050) | (324,822) | |
Balance, shares at Dec. 31, 2023 | 2,280,500 | |||
Accretion for ordinary shares subject to redemption amount (interest income) | (586,164) | (586,164) | ||
Net income | 349,241 | 349,241 | ||
Accretion for ordinary shares subject to redemption amount (extension deposit) | (55,000) | (55,000) | ||
Balance at Mar. 31, 2024 | $ 228 | $ (616,973) | $ (616,745) | |
Balance, shares at Mar. 31, 2024 | 2,280,500 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 349,241 | $ 644,898 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Trust investment income | (678,480) | (802,992) |
Unrealized loss on investments held in trust account | 92,316 | |
Changes in operating assets and liabilities: | ||
Prepaid expense | 37,522 | 28,468 |
Accounts payable and accrued offering costs and expenses | 170,097 | (218,459) |
Promissory note – related party | 14,535 | |
Net cash used in operating activities | (14,769) | (348,085) |
Cash flows from investing activities: | ||
Cash deposited to trust escrow account | (55,000) | |
Net cash used in investing activities | (55,000) | |
Cash flows from financing activities: | ||
Proceeds from promissory note - related party | 55,000 | |
Net cash provided by financing activities | 55,000 | |
Net change in cash | (14,769) | (348,085) |
Cash at beginning of period | 28,560 | 659,035 |
Cash at end of period | 13,791 | 310,950 |
Supplemental disclosure of noncash investing and financing activities | ||
Accretion for ordinary shares subject to redemption amount | 586,164 | 841,220 |
Accrued expenses converted to promissory note | $ 51,367 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS AlphaVest Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on January 14, 2022. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2024, the Company had not commenced any operations. All activity through March 31, 2024 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on December 19, 2022. On December 22, 2022, the Company consummated the IPO of 6,000,000 60,000,000 390,000 10.00 Following the closing of the IPO on December 22, 2022, an amount of $ 61,200,000 10.20 On December 29, 2022, EarlyBirdCapital, Inc. (“EBC”) fully exercised their over-allotment option, resulting in an additional 900,000 9,000,000 40,500 10.00 405,000 The Company will have until the last Extended Date, December 22, 2024 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 100,000 Extension On December 21, 2023, the Company held a special meeting of shareholders, at which the Company’s shareholders approved (i) an amendment to the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) and (ii) an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated December 19, 2022, with Continental Stock Transfer & Trust Company. Pursuant to the Trust Agreement Amendment, the Company has extended the date by which it has to complete a business combination from December 22, 2023 (the “Termination Date”) up to 10 times, with the first extension comprised of three months, and the subsequent 9 extensions comprised of one month each from the Termination Date, or extended date, as applicable, to December 22, 2024. In connection with the shareholders’ vote at the special meeting, an aggregate of 2,174,171 23,282,936 10.71 On December 21, 2023, the Company issued a promissory note to Alphavest Holding LP, one of the Sponsors, 165,000 (the “Extension Note”) to cover expenses in connection with the extension of Business Combination Period. Principal of this Extension Note may be drawn down from time to time prior to the Maturity Date upon written request from the Company. On April 15, 2024, the Company amended and restated the Extension Note to increase the principal amount to $ 715,000 and extend the maturity date to the earlier of : (i) September 12, 2024 or (ii) promptly after the date of the consummation of the business combination. On May 2, 2024, the Company issued a promissory note to a potential target, pursuant to which the Company could borrow an aggregate of $ 440,000 As of May 20, 2024, an aggregate of $ 275,000 Proposed Business Combination On August 11, 2023, the Company (at and after the Merger Effective Date, “PubCo”) entered into a business combination agreement (the “Business Combination Agreement”) with AV Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”). On March 18, 2024, the Company delivered to Wanshun a Notice of Termination of Business Combination (the “Termination”), in which the Business Combination Agreement was terminated pursuant to Section 8.1(e) of the Business Combination Agreement. The termination of the Business Combination Agreement is effective as of March 18, 2024. For additional information regarding the Transactions, the Business Combination Agreement, Notice of Termination of Business Combination and Wanshun, see the most recent Annual Report on Form 10-K and Current Reports on Form 8-K filed by the Company with the SEC on August 14, 2023, August 17, 2023 and March 25, 2024. Going Concern Consideration and Management Liquidity Plans As of March 31, 2024, the Company had cash of $ 13,791 and working capital deficit of $ 616,745 . Subsequent to the consummation of the IPO, the Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company expects that it will need additional capital to satisfy its needs for paying these costs. Although certain of the Company’s initial shareholders or their affiliates may loan the Company funds, there’s no guarantee that the Company will receive such funds. 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,” Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2024, or for any other interim period or for any other future year. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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 financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had a cash balance of $ 13,791 28,560 Investments Held in Trust Account The Company’s portfolio of investments held in the trust account is comprised of investments only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s investments held in the trust account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in trust account are included in interest earned on marketable securities held in trust account in the accompanying statements of operations. The estimated fair value of investments held in the trust account is determined using available market information. As of March 31, 2024 and December 31, 2023, the trust account had balance of $ 51,466,768 50,880,604 678,480 802,992 Cash held in Trust Escrow Account As of March 31, 2024, the Company had $ 55,000 U.S. government securities with a maturity of 185 days or less or in money market funds. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. Net Income (Loss) per Ordinary Shares The net income (loss) per share presented in the statements of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE Redeemable Non-Redeemable Redeemable Non-Redeemable For Three Months Ended March 31, 2024 For Three Months Ended March 31, 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Particulars Shares Shares Shares Shares Basic and diluted net income/(loss) per share: Weighted-average shares outstanding 4,725,829 2,280,500 6,900,000 2,280,500 Ownership percentage 67 % 33 % 75 % 25 % Numerators: Allocation of net loss including accretion of temporary equity (196,904 ) (95,108 ) (147,554 ) (48,768 ) Interest earned on investment held in trust account 586,164 - 841,220 - Accretion of temporary equity into redemption value (extension deposit) 55,000 - Allocation of net income/(loss) 444,260 (95,108 ) 693,666 (48,768 ) Denominators: Weighted-average shares outstanding 4,725,829 2,280,500 6,900,000 2,280,500 Basic and diluted net income/(loss) per share 0.09 (0.04 ) 0.10 (0.02 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity December 31, 2023 , the ordinary shares subject to possible redemption in the amount of $ 51, 521 50,880,604 At March 31, 2024, the ordinary shares reflected in the balance sheets are reconciled in the following table: SCHEDULE OF INITIAL PUBLIC OFFERING PROCEEDS TO COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Ordinary shares subject to possible redemption at December 31, 2023 50,880,604 Plus: Accretion for ordinary shares subject to redemption (income earned on investment held in trust account) 586,164 Accretion for ordinary shares subject to redemption (extension deposit) 55,000 Ordinary shares subject to possible redemption at March 31, 2024 $ 51,521,768 Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2024 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 6,000,000 10.00 Each Unit consists of one share of ordinary shares and one right to receive one-tenth (1/10) of one Ordinary shares upon the consummation of the Company’s initial business combination one right (“Public Right”). 900,000 9,000,000 |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Private Placements | |
PRIVATE PLACEMENTS | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the IPO, the Company consummated the private sale of 390,000 Each Unit consists of one share of ordinary shares and one right to receive one-tenth (1/10) of one share of Ordinary shares upon the consummation of the Company’s initial business combination (“Private Right”). In connection with EBC’s full exercise of their over-allotment option, the Company also consummated the sale of an additional 40,500 10.00 405,000 |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES On February 7, 2022, the sponsor received 1,725,000 25,000 225,000 On April 18, 2023, AlphaVest Holding LP, one of our sponsors, transferred an aggregate of 1,035,000 The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination and (B) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. As of March 31, 2024 and December 31, 2023, the amounts due to related parties were $ 295,739 174,837 Administrative Services Agreement Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay TenX Global Capital LP a total of $ 10,000 30,000 30,000 30,000 Promissory Notes — Related Party On June 3, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $ 150,000 the Company amended and restated the Promissory Note with AlphaVest Holding LP to extend the maturity date to the earlier of : (i) September 12, 2024 or (ii) promptly after the date of the consummation of the business combination. As of March 31, 2024 and December 31, 2023, $ 0 On December 21, 2023, Alphavest Holding LP, one of the Sponsor, agreed to loan the Company $ 165,000 (as amended and restated, the “Extension Note”) to cover expenses in connection with extensions of Business Combination Period. The Extension Note is unsecured, interest-free and payable on the earlier of: (i) March 22, 2024 or (ii) promptly after the date on which the Company consummates a Business Combination (such earlier date, the “Maturity Date”). The Company may request, from time to time, up to $ 715,000 in drawdowns under this Extension Note to be used for extension payments related to the Company’s Business Combination. Principal of this Extension Note may be drawn down from time to time prior to the Maturity Date upon written request from the Company. On April 15, 2024, the Company amended and restated the Extension Note with AlphaVest Holding LP to increase the principal amount to $ 715,000 extend the maturity date to the earlier of : (i) September 12, 2024 or (ii) promptly after the date of the consummation of the business combination. 220,000 and $165,000 were outstanding respectively. On March 12, 2024, the Company issued a promissory note to TenX Global Capital LP (the “Promissory Note 1”), pursuant to which the Company could borrow up to an aggregate of $ 400,000 65,902 0 Website Service On February 22, 2024 and 2023, the Company has agreed to pay TenX Global Capital LP a total of $ 537 784 157 79 |
Commitments and Contingency
Commitments and Contingency | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingency | Note 6 — Commitments and Contingency Registration Rights The holders of the Founder Shares, ordinary shares issued to EBC, Private Placement Units and Units that may be issued upon conversion of Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of Proposed Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company and EBC signed an engagement letter which was amended on September 15, 2022, pursuant to which, the Company will grant EBC 45-day option from the date of Proposed Public Offering to purchase up to 900,000 1,725,000 Business Combination Marketing Agreement The Company has engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of its initial business combination in an amount equal to 3.5% 2,415,000 1.0% |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 7 – Shareholders’ Equity Preference Shares 2,000,000 0.0001 no Ordinary Shares 200,000,000 0.0001 On February 7, 2022, the Sponsor received 1,725,000 ordinary shares in exchange for $ 25,000 1,725,000 225,000 20% shares after the Public Offering (excluding Private Shares) On July 11, 2022, EBC received an aggregate of 125,000 1,750 0.014 1,812 On December 22, 2022, the Sponsor and EBC received an aggregate of 390,000 365,000 25,000 10.00 3,900,000 On December 29, 2022, as a result of the EBC’s election to fully exercise their over-allotment option, the Sponsor and EBC received additional 40,500 37,904 2,596 10.00 As of March 31, 2024 and December 31, 2023, there were 2,280,500 ordinary shares issued and outstanding, excluding 4,725,829 ordinary shares subject to possible redemption which are presented as temporary equity as of March 31, 2024 and December 31, 2023. Rights — |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023. and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. At March 31, 2024, the Company has recognized the unrealizes loss of $ 92,316 SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Date Trading Securities Level Fair Value March 31, 2024 Marketable securities held in the trust account 1 $ 51,466,768 December 31, 2023 Marketable securities held in the trust account 1 $ 50,880,604 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. Based upon this review, the Company determined that there were no significant unrecognized events except for the below: On April 1, 2024, the Company entered a non-binding letter of intent with a potential target. On April 11, 2024, the Company amended and restated the Promissory Note with AlphaVest Holding LP to extend the maturity date to the earlier of: (i) September 12, 2024 or (ii) promptly after the date on the consummation of the business combination. On April 15, 2024, the Company amended and restated the Extension Note with AlphaVest Holding LP to increase the principal amount to $ 715,000 On May 2, 2024, the Company issued a promissory note to a potential target (the “Extension Note 2”), pursuant to which the Company could borrow an aggregate of $ 440,000 to cover expenses in connection with the extension of Business Combination Period. The entire unpaid principal balance of this Note shall be payable on the earlier of: (i) December 12, 2024 or (ii) promptly after the date on which Maker consummates an initial business combination Upon receiving due notification by the Company of the closing of a business combination, potential target shall convert the unpaid principal balance under Extension Note 2 into a number of shares of non-transferable, non-redeemable, ordinary shares of the Company equal to: (x) the principal amount of this Extension Note 2 being converted, divided by (y) the conversion price of Ten Dollars ($ 10.00 55,000 On May 2, 2024, the Company issued a promissory note to a potential target (the “Promissory Note 2”), pursuant to which the Company could borrow up to an aggregate of $ 126,000 The entire unpaid principal balance of this Promissory Note 2 shall be payable on the earlier of: (i) December 12, 2024 or (ii) promptly after the date on which Maker consummates an initial business combination 10.00 126,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2024, or for any other interim period or for any other future year. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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 financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had a cash balance of $ 13,791 28,560 |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the trust account is comprised of investments only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s investments held in the trust account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in trust account are included in interest earned on marketable securities held in trust account in the accompanying statements of operations. The estimated fair value of investments held in the trust account is determined using available market information. As of March 31, 2024 and December 31, 2023, the trust account had balance of $ 51,466,768 50,880,604 678,480 802,992 |
Cash held in Trust Escrow Account | Cash held in Trust Escrow Account As of March 31, 2024, the Company had $ 55,000 U.S. government securities with a maturity of 185 days or less or in money market funds. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. |
Net Income (Loss) per Ordinary Shares | Net Income (Loss) per Ordinary Shares The net income (loss) per share presented in the statements of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE Redeemable Non-Redeemable Redeemable Non-Redeemable For Three Months Ended March 31, 2024 For Three Months Ended March 31, 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Particulars Shares Shares Shares Shares Basic and diluted net income/(loss) per share: Weighted-average shares outstanding 4,725,829 2,280,500 6,900,000 2,280,500 Ownership percentage 67 % 33 % 75 % 25 % Numerators: Allocation of net loss including accretion of temporary equity (196,904 ) (95,108 ) (147,554 ) (48,768 ) Interest earned on investment held in trust account 586,164 - 841,220 - Accretion of temporary equity into redemption value (extension deposit) 55,000 - Allocation of net income/(loss) 444,260 (95,108 ) 693,666 (48,768 ) Denominators: Weighted-average shares outstanding 4,725,829 2,280,500 6,900,000 2,280,500 Basic and diluted net income/(loss) per share 0.09 (0.04 ) 0.10 (0.02 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity December 31, 2023 , the ordinary shares subject to possible redemption in the amount of $ 51, 521 50,880,604 At March 31, 2024, the ordinary shares reflected in the balance sheets are reconciled in the following table: SCHEDULE OF INITIAL PUBLIC OFFERING PROCEEDS TO COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Ordinary shares subject to possible redemption at December 31, 2023 50,880,604 Plus: Accretion for ordinary shares subject to redemption (income earned on investment held in trust account) 586,164 Accretion for ordinary shares subject to redemption (extension deposit) 55,000 Ordinary shares subject to possible redemption at March 31, 2024 $ 51,521,768 |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF NET INCOME (LOSS) PER SHARE | The net income (loss) per share presented in the statements of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE Redeemable Non-Redeemable Redeemable Non-Redeemable For Three Months Ended March 31, 2024 For Three Months Ended March 31, 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Particulars Shares Shares Shares Shares Basic and diluted net income/(loss) per share: Weighted-average shares outstanding 4,725,829 2,280,500 6,900,000 2,280,500 Ownership percentage 67 % 33 % 75 % 25 % Numerators: Allocation of net loss including accretion of temporary equity (196,904 ) (95,108 ) (147,554 ) (48,768 ) Interest earned on investment held in trust account 586,164 - 841,220 - Accretion of temporary equity into redemption value (extension deposit) 55,000 - Allocation of net income/(loss) 444,260 (95,108 ) 693,666 (48,768 ) Denominators: Weighted-average shares outstanding 4,725,829 2,280,500 6,900,000 2,280,500 Basic and diluted net income/(loss) per share 0.09 (0.04 ) 0.10 (0.02 ) |
SCHEDULE OF INITIAL PUBLIC OFFERING PROCEEDS TO COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | At March 31, 2024, the ordinary shares reflected in the balance sheets are reconciled in the following table: SCHEDULE OF INITIAL PUBLIC OFFERING PROCEEDS TO COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Ordinary shares subject to possible redemption at December 31, 2023 50,880,604 Plus: Accretion for ordinary shares subject to redemption (income earned on investment held in trust account) 586,164 Accretion for ordinary shares subject to redemption (extension deposit) 55,000 Ordinary shares subject to possible redemption at March 31, 2024 $ 51,521,768 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023. and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. At March 31, 2024, the Company has recognized the unrealizes loss of $ 92,316 SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Date Trading Securities Level Fair Value March 31, 2024 Marketable securities held in the trust account 1 $ 51,466,768 December 31, 2023 Marketable securities held in the trust account 1 $ 50,880,604 |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | |||||||||
May 02, 2024 | Dec. 21, 2023 | Dec. 29, 2022 | Dec. 29, 2022 | Dec. 22, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | May 20, 2024 | Apr. 15, 2024 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Investment of cash in trust account | $ 61,200,000 | |||||||||
Cash deposited in trust account per unit | $ 10.20 | |||||||||
Redemption ordinary per share | $ 10.71 | |||||||||
Percentage of public shares that would not be redeemed if business combination is not completed within combination period | 100% | |||||||||
Expenses payable on dissolution | $ 100,000 | |||||||||
Shares with redemption | 2,174,171 | |||||||||
Values with redemption | $ 23,282,936 | (586,164) | $ (841,219) | |||||||
Escrow deposit | 55,000 | $ 275,000 | ||||||||
Cash | 13,791 | $ 28,560 | ||||||||
Working capital deficit | $ 616,745 | |||||||||
Promissory Note [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Loan borrowed | $ 165,000 | |||||||||
Notes Payable | $ 715,000 | |||||||||
Promissory Note [Member] | Subsequent Event [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Loan borrowed | $ 440,000 | |||||||||
IPO [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Issuance of common stock, shares | 6,000,000 | 6,000,000 | ||||||||
Proceeds from sale of units | $ 60,000,000 | |||||||||
Private Placement [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of private units sold, shares | 390,000 | 390,000 | ||||||||
Redemption ordinary per share | $ 10 | |||||||||
Private Placement [Member] | Sponsor [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of private units sold, shares | 390,000 | |||||||||
Sale of stock, price per share | $ 10 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Issuance of common stock, shares | 900,000 | |||||||||
Number of private units sold, shares | 40,500 | |||||||||
Sale of stock, price per share | $ 10 | |||||||||
Units issued during the period shares | 900,000 | |||||||||
Units issued aggregate amount | $ 9,000,000 | |||||||||
Number of additional private units issued | 40,500 | 40,500 | ||||||||
Redemption ordinary per share | $ 10 | $ 10 | ||||||||
Proceeds from issuance of private units | $ 405,000 |
SCHEDULE OF NET INCOME (LOSS) P
SCHEDULE OF NET INCOME (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Redeemable Common Stock [Member] | ||
Ownership percentage | 67% | 75% |
Non redeemable Common Stock [Member] | ||
Ownership percentage | 33% | 25% |
Redeemable Common Stock [Member] | ||
Weighted-average shares outstanding basic | 4,725,829 | 6,900,000 |
Allocation of net loss including accretion of temporary equity | $ (196,904) | $ (147,554) |
Interest earned on investment held in trust account | 586,164 | 841,220 |
Accretion of temporary equity into redemption value (extension deposit) | 55,000 | |
Allocation of net income/(loss) | $ 444,260 | $ 693,666 |
Weighted-average shares outstanding diluted | 4,725,829 | 6,900,000 |
Basic net income/(loss) per share | $ 0.09 | $ 0.10 |
Diluted net income/(loss) per share | $ 0.09 | $ 0.10 |
Non redeemable Common Stock [Member] | ||
Weighted-average shares outstanding basic | 2,280,500 | 2,280,500 |
Allocation of net loss including accretion of temporary equity | $ (95,108) | $ (48,768) |
Interest earned on investment held in trust account | ||
Accretion of temporary equity into redemption value (extension deposit) | ||
Allocation of net income/(loss) | $ (95,108) | $ (48,768) |
Weighted-average shares outstanding diluted | 2,280,500 | 2,280,500 |
Basic net income/(loss) per share | $ (0.04) | $ (0.02) |
Diluted net income/(loss) per share | $ (0.04) | $ (0.02) |
SCHEDULE OF INITIAL PUBLIC OFFE
SCHEDULE OF INITIAL PUBLIC OFFERING PROCEEDS TO COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Accounting Policies [Abstract] | |
Balance | $ 50,880,604 |
Accretion for ordinary shares subject to redemption (income earned on investment held in trust account) | 586,164 |
Accretion for ordinary shares subject to redemption (extension deposit) | 55,000 |
Balance | $ 51,521,768 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||||
Cash | $ 13,791 | $ 28,560 | ||
Investments held in trust account | 51,466,768 | 50,880,604 | ||
Investment income interest | 678,480 | $ 802,992 | ||
Offering costs | 55,000 | |||
Unrecognized tax benefits | 0 | $ 0 | ||
Accrued for interest and penalties | 0 | $ 0 | ||
Federal Depository Insurance Coverage | 250,000 | |||
Common Stock Subject to Mandatory Redemption [Member] | ||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||||
Common stock subject to possible redemption value | $ 51 | $ 50,880,604 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 29, 2022 | Dec. 22, 2022 | Mar. 31, 2024 | |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 6,000,000 | 6,000,000 | |
Sale of stock, description of transaction | Each Unit consists of one share of ordinary shares and one right to receive one-tenth (1/10) of one Ordinary shares upon the consummation of the Company’s initial business combination one right (“Public Right”). | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 900,000 | ||
Sale of stock, price per share | $ 10 | ||
Number of shares issued, value | $ 9,000,000 |
PRIVATE PLACEMENTS (Details Nar
PRIVATE PLACEMENTS (Details Narrative) - USD ($) | 3 Months Ended | |||
Dec. 29, 2022 | Dec. 22, 2022 | Mar. 31, 2024 | Dec. 21, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of private units issued, price per share | $ 10.71 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued | 390,000 | 390,000 | ||
Sale of stock, description | Each Unit consists of one share of ordinary shares and one right to receive one-tenth (1/10) of one share of Ordinary shares upon the consummation of the Company’s initial business combination (“Private Right”). | |||
Number of private units issued, price per share | $ 10 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued | 40,500 | |||
Number of additional private units issued | 40,500 | |||
Number of private units issued, price per share | $ 10 | |||
Proceeds from issuance of private units | $ 405,000 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 12, 2024 | Feb. 22, 2024 | Dec. 21, 2023 | Feb. 22, 2023 | Dec. 29, 2022 | Jun. 03, 2022 | Feb. 07, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Apr. 15, 2024 | Apr. 18, 2023 | |
Related Party Transaction [Line Items] | ||||||||||||
Due to related party | $ 9,837 | $ 9,837 | ||||||||||
Fees for services | 30,000 | $ 30,000 | ||||||||||
Outstanding amount of service fee | 30,000 | |||||||||||
Unsecured promissory note | $ 400,000 | $ 150,000 | ||||||||||
Outstanding balance | 0 | 0 | ||||||||||
Notes Payable, Current | 285,902 | 165,000 | ||||||||||
Annual website service fees | $ 537 | $ 784 | 157 | $ 79 | ||||||||
Promissory Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Notes Payable, Current | $ 165,000 | |||||||||||
Amount drawdowns used for extension payments | $ 715,000 | |||||||||||
Promissory Note [Member] | Subsequent Event [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Notes Payable, Current | $ 715,000 | |||||||||||
Related Party [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to related party | 295,739 | 174,837 | ||||||||||
Notes Payable, Current | 220,000 | |||||||||||
TenX Global Capital LP [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Notes Payable, Current | $ 65,902 | 0 | ||||||||||
AlphaVest Holding, LP [Member] | Peace Capital Limited [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Transferred shares | 1,035,000 | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Sale of stock, number of shares issued | 40,500 | |||||||||||
Founder Shares [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Deferred offering costs | $ 25,000 | |||||||||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares subject to forfeiture to underwriters | 225,000 | |||||||||||
TenX Global Capital LP [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Selling general and administrative expense | $ 10,000 | |||||||||||
Common Stock [Member] | Over-Allotment Option [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares subject to forfeiture to underwriters | 225,000 | |||||||||||
Common Stock [Member] | Founder Shares [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Sale of stock, number of shares issued | 1,725,000 |
Commitments and Contingency (De
Commitments and Contingency (Details Narrative) - USD ($) | 3 Months Ended | |||
Dec. 29, 2022 | Dec. 22, 2022 | Sep. 15, 2022 | Mar. 31, 2024 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Payment of cash underwriting discount | $ 1,725,000 | |||
Percentage of cash fee on consideration payable in initial business combination | 1% | |||
Sponsor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from initial public offering | $ 2,415,000 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Additional units to cover over-allotments | 900,000 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of cash fee upon initial business combination on gross proceeds | 3.50% | |||
Proceeds from initial public offering | $ 60,000,000 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Dec. 29, 2022 | Dec. 22, 2022 | Jul. 11, 2022 | Feb. 07, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 21, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares issued | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Number of shares issued, price per share | $ 10.71 | ||||||
Common Stock, Shares, Outstanding | 2,280,500 | 2,280,500 | |||||
Temporary Equity, Shares Outstanding | 4,725,829 | 4,725,829 | |||||
Over-Allotment Option [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of stock, number of shares issued | 40,500 | ||||||
Number of shares issued, price per share | $ 10 | ||||||
Private Placement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of stock, number of shares issued | 390,000 | 390,000 | |||||
Number of shares issued, price per share | $ 10 | ||||||
Proceeds from issuance of private placement | $ 3,900,000 | ||||||
Founder Shares [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Deferred offering costs | $ 25,000 | ||||||
Founder Shares [Member] | Over-Allotment Option [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares subject to forfeiture to underwriters | 225,000 | ||||||
EBC Founder Shares [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of shares issued, price per share | $ 0.014 | ||||||
Estimated fair value | $ 1,812 | ||||||
EBC Founder Shares [Member] | Over-Allotment Option [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of stock, number of shares issued | 2,596 | ||||||
EBC Founder Shares [Member] | Private Placement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of stock, number of shares issued | 25,000 | ||||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of stock, number of shares issued | 37,904 | ||||||
Sponsor [Member] | Private Placement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of stock, number of shares issued | 365,000 | ||||||
Common Stock [Member] | Over-Allotment Option [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares subject to forfeiture to underwriters | 225,000 | ||||||
Common Stock [Member] | Founder Shares [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of stock, number of shares issued | 1,725,000 | ||||||
Percentage of common stock issued and outstanding | 20% | ||||||
Common Stock [Member] | EBC Founder Shares [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of stock, number of shares issued | 125,000 | ||||||
Aggregate purchase price | $ 1,750 |
SCHEDULE OF ASSETS MEASURED AT
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealizes loss recognized | $ 92,316 | |
Marketable securities held in the Trust Account | 51,466,768 | $ 50,880,604 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in the Trust Account | $ 51,466,768 | $ 50,880,604 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 02, 2024 | May 20, 2024 | Apr. 15, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 21, 2023 |
Short-Term Debt [Line Items] | ||||||
Notes payable current | $ 285,902 | $ 165,000 | ||||
Promissory Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable current | $ 165,000 | |||||
Promissory Note [Member] | Subsequent Event [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable current | $ 715,000 | |||||
Extension Note 2 [Member] | Subsequent Event [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable current | $ 440,000 | |||||
Promissory note description | The entire unpaid principal balance of this Note shall be payable on the earlier of: (i) December 12, 2024 or (ii) promptly after the date on which Maker consummates an initial business combination | |||||
Conversion price | $ 10 | |||||
Debt instrument face amount | $ 55,000 | |||||
Promissory Note 2 [Member] | Subsequent Event [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable current | $ 126,000 | |||||
Promissory note description | The entire unpaid principal balance of this Promissory Note 2 shall be payable on the earlier of: (i) December 12, 2024 or (ii) promptly after the date on which Maker consummates an initial business combination | |||||
Conversion price | $ 10 | |||||
Debt instrument face amount | $ 126,000 |