DT Cloud Acquisition (DYCQ) 10-Q 8 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 08, 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	001-41967
Entity Registrant Name	DT Cloud Acquisition Corporation
Entity Central Index Key	0001944212
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	30 Orange Street
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	WC2H 7HF
City Area Code	+44
Local Phone Number	7918725316
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		8,963,000
Units [Member]
Title of 12(b) Security	Units
Trading Symbol	DYCQU
Security Exchange Name	NASDAQ
Ordinary Shares [Member]
Title of 12(b) Security	Ordinary Shares
Trading Symbol	DYCQ
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	DYCQR
Security Exchange Name	NASDAQ

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 339,837	$ 69,818
Cash in escrow		425,000
Prepaid expenses	74,168	8,446
Total current assets	414,005	503,264
Deferred offering costs		85,000
Investments held in trust account	69,691,250
TOTAL ASSETS	70,105,255	588,264
Current liabilities:
Accrued liabilities	101,083	24,247
Total Current Liabilities	111,083	731,861
Deferred Underwriting Compensation	1,725,000
TOTAL LIABILITIES	1,836,083	731,861
Commitments and contingencies
Ordinary shares subject to possible redemption, 6,900,000 and 0 shares issued and outstanding at redemption value of $10.10 and $0 at March 31, 2024 and December 31, 2023, respectively	69,691,250
Shareholders’ deficit:
Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,063,000 and 1,725,000 shares issued and outstanding (excluding 6,900,000 and 0 shares, subject to possible redemption as of March 31, 2024 and December 31, 2023, respectively)	206	173
Additional paid-in capital		24,827
Accumulated deficit	(1,422,284)	(168,597)
Total Shareholders’ deficit	(1,422,078)	(143,597)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	70,105,255	588,264
Related Party [Member]
Current liabilities:
Amount due to related party	10,000	490,000
Promissory note – related party		$ 217,614

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Temporary equity, shares issued	6,900,000	0
Temporary equity, shares outstanding	6,900,000	0
Temporary equity, redemption price per share	$ 10.10	$ 0
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued	2,063,000	1,725,000
Ordinary shares, shares outstanding	2,063,000	1,725,000
Subject to possible redemption, number of shares	6,900,000	0

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Formation and operating costs	$ (302,382)
Other income:
Dividend income earned in investments held in Trust Account	346,250
Interest income	7
Total other income	346,257
NET INCOME	$ 43,875
Basic weighted average shares outstanding, ordinary shares	1,862,429	1,500,000
Diluted weighted average shares outstanding, ordinary shares	1,862,429	1,500,000
Basic net income, ordinary shares	$ 0.01
Diluted net income, ordinary shares	$ 0.01
Ordinary Shares Subject to Possible Redemption [Member]
Other income:
Basic weighted average shares outstanding, ordinary shares	2,805,495
Diluted weighted average shares outstanding, ordinary shares	2,805,495
Basic net income, ordinary shares	$ 0.01
Diluted net income, ordinary shares	$ 0.01

Statements of Changes in Shareh

Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 173	$ 24,827	$ (81,326)	$ (56,326)
Balance, shares at Dec. 31, 2022	1,725,000
Net income (loss)
Balance at Mar. 31, 2023	$ 173	24,827	(81,326)	(56,326)
Balance, shares at Mar. 31, 2023	1,725,000
Balance at Dec. 31, 2023	$ 173	24,827	(168,597)	(143,597)
Balance, shares at Dec. 31, 2023	1,725,000
Sale of units in initial public offering, net of offering costs	$ 690	66,023,204		66,023,894
Sale of units in initial public offering, net of offering costs, shares	6,900,000
Sale of units to the founder in private placement	$ 23	2,344,977		2,345,000
Sale of units to the founder in private placement, shares	234,500
Representative share	$ 10	(10)
Representative share, shares	103,500
Initial classification of common stock subject to possible redemption	$ (690)	(68,013,596)		(68,014,286)
Initial classification of common stock subject to possible redemption, shares	(6,900,000)
Allocation of offering costs to common stock subject to redemption		2,933,590		2,933,590
Accretion of carrying value to redemption value		(3,312,992)	(951,312)	(4,264,304)
Subsequent remeasurement of common stock subject to redemption			(346,250)	(346,250)
Net income (loss)			43,875	43,875
Balance at Mar. 31, 2024	$ 206		$ (1,422,284)	$ (1,422,078)
Balance, shares at Mar. 31, 2024	2,063,000

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	$ 43,875
Adjustments to reconcile net income to net cash used in operating activities:
Dividend income earned in cash and investments held in trust account	(346,250)
Change in operating assets and liabilities:
Prepaid expenses	(65,722)
Due to Sponsor – related party	(207,614)
Accrued liabilities	76,836
Net cash used in operating activities	(498,875)
Cash flows from investing activities:
Proceeds deposited in Trust Account	(69,345,000)
Net cash used in investing activities	(69,345,000)
Cash flows from financing activities:
Advance from related party	(490,000)
Proceed from public offering, net of offering costs	67,833,894
Proceed from private placement	2,345,000
Net cash provided by financing activities	69,688,894
NET CHANGE IN CASH	(154,981)
CASH, BEGINNING OF YEAR	494,818
CASH, END OF YEAR	339,837
Reconciliation to amounts on balance sheets:
Cash	339,837
Cash in escrow
Total cash and cash in escrow balance	339,837
NON-CASH INVESTING AND FINANCIAL ACTIVITIES:
Issuance of Representative share	10
Initial classification of common stock subject to possible redemption	68,014,286
Allocation of offering costs to common stock subject to possible redemption	2,933,590
Accretion of carrying value to redemption value	4,264,304
Subsequent remeasurement of common stock subject to redemption’	346,250
Accrued underwriting compensation	$ 1,725,000

ORGANIZATION AND BUSINESS BACKG

ORGANIZATION AND BUSINESS BACKGROUND	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS BACKGROUND	NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND DT Cloud Acquisition Corporation (the “Company”) is a newly incorporated blank check company incorporated as a Cayman Islands exempted company on July 7, 2022, formed 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 is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. As of March 31, 2024, the Company had not commenced any operations. All activities through March 31, 2024 relate to the Company’s formation and the initial public offering (the “Initial Public Offering”). Since the Initial Public Offering, the Company’s activity has been limited to the evaluation of business combination candidates. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income and changes in unrealized appreciation of Trust Account assets from the proceeds derived from the Initial Public Offering. Financing The registration statement for the Company’s Initial Public Offering was declared effective on February 14, 2024. On February 23, 2024, the Company consummated the Initial Public Offering of 6,900,000 900,000 10.00 69,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 234,500 10.00 2,345,000 Transaction costs amounted to $ 2,976,106 966,000 1,725,000 285,106 Trust Account The aggregate amount of $ 69,345,000 10.05 100 DT CLOUD ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with an initial Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company shall not consummate such Business Combination unless the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the public shares without the Company’s prior written consent. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The shareholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.05 0.03 DT CLOUD ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 The Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as described in Note 5) (as defined the “initial shareholders”) are identical to the ordinary shares included in the units being sold in this offering except that the founder shares are subject to certain transfer restrictions, as described in more detail below: the sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) to waive their redemption rights with respect to any founder shares, private placement shares and public shares held by them in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) to modify the substance or timing of obligation to provide for the redemption of public shares in connection with an initial business combination or to redeem 100 The Company will have until November 22, 2024 initially to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within nine months, the Company may extend the period of time to consummate a Business Combination up to twelve times, each by an additional one month each time (for a total of 21 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $ 207,000 0.03 Liquidation If the Company is unable to complete 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 no more than ten business days thereafter, redeem 100 10.05 DT CLOUD ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.05 Going Concern Consideration The Company initially had 9 months from the consummation of the Initial Public Offering to consummate the initial Business Combination. If the Company does not complete a Business Combination within nine months from the consummation of the Initial Public Offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Act (As Revised) of the Cayman Islands. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. However, the Company may extend the period of time to consummate a Business Combination nine times (for a total of up to 21 months from the consummation of the Initial Public Offering to complete a Business Combination). If the Company is unable to consummate the Company’s initial Business Combination by May 22, 2025 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100 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 unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying unaudited financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. DT CLOUD ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES ● Basis of presentation These accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial statements and Article 8 of Regulation S-X. They do not include all of the information and notes required by U.S. GAAP for complete financial statements. The unaudited financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 unaudited 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 unaudited financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial 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. DT CLOUD ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS ● Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet dates that are directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. ● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their unaudited financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the unaudited financial statements when it is more likely than not the position will be sustained upon examination by the tax 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, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. ● Ordinary share subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is 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 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, as of March 31, 2024 and December 31, 2023, 6,900,000 0 DT CLOUD ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS ● Net income per share The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” In order to determine the net income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to the redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. The net income per share presented in the unaudited statement of operations is based on the following: SCHEDULE OF NET INCOME PER SHARE For the three months ended March 31, 2024 For the three months ended March 31, 2023 Net income $ 43,875 $ - For the Three Months Ended For the Three Months Ended March 31, 2024 March 31, 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Ordinary Share Ordinary Share Ordinary Share Basic and diluted net income per share: Numerators: Allocation of net income including carrying value to redemption value $ 26,370 $ 17,505 $ - $ - Allocation of net income $ 26,370 $ 17,505 $ - $ - Denominators: Weighted-average shares outstanding 2,805,495 1,862,429 - 1,500,000 Basic and diluted net income per share $ 0.01 $ 0.01 $ - $ - ● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. DT CLOUD ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS ● Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. ● Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. ● Recent accounting pronouncements 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	3 Months Ended
	Mar. 31, 2024
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3 – INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 6,900,000 900,000 10.00 Each Unit will consist of one ordinary share and one Public Right. Each whole Public Right will entitle the holder to receive one-seventh (1/7) ordinary share upon consummation of initial business combination. All of the 6,900,000 The Company’s redeemable ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
	Mar. 31, 2024
Private Placement
PRIVATE PLACEMENT	NOTE 4 – PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement of 234,500 10.00 Each Private Placement Unit consists of one Private Placement Share and one right (“Private Placement Right”). Each Private Placement Right will entitle the holder to receive one-seventh (1/7) ordinary share upon consummation of the initial business combination. The Private Placement Units are identical to the Public Units sold in the Initial Public Offering except for certain registration rights and transfer restrictions. DT CLOUD ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares In July 2022, the Company issued an aggregate of 1,725,000 20 25,000 Private Placement The Company consummated the sale of 234,500 10.00 2,345,000 Promissory Note — Related Party On August 5, 2022, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 10.00 As of March 31, 2024 and December 31, 2023, the principal amount due and owing under the Promissory Note was $ 0 217,614 Due to Related Party As of March 31, 2024 and December 31, 2023, the Company had a temporary advance of $ 10,000 490,000 Administrative Services Arrangement An affiliate of the Sponsor will agree that, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, administrative and support services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $ 10,000 10,000 0 10,000 0 DT CLOUD ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 300,000 0

SHAREHOLDERS_ DEFICIT

SHAREHOLDERS’ DEFICIT	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
SHAREHOLDERS’ DEFICIT	NOTE 6 – SHAREHOLDERS’ DEFICIT Ordinary shares The Company is authorized to issue 500,000,000 0.0001 Holders of the Company’s ordinary shares are entitled to one vote for each share. As of March 31, 2024 and December 31, 2023, 2,063,000 1,725,000 6,900,000 0 the initial shareholders will own 20% of the issued and outstanding shares after the Initial Public Offering (excluding the sale of the Private Units and assuming the initial shareholders do not purchase any Units in the Initial Public Offering). Rights Each holder of a right will receive one-seventh (1/7) ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 7 – FAIR VALUE MEASUREMENTS 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. DT CLOUD ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS March 31, 2024 Quoted Significant Significant Assets Cash held in trust account $ 69,691,250 $ 69,691,250 $ - $ - December 31, 2023 Quoted Significant Significant Assets Cash held in trust account $ - $ - $ - $ -

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 – COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is currently assessing 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 unaudited financial statements. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on February 23, 2024, the holders of the Founder Shares, Private Placement Units (including securities contained therein), and units (including securities contained therein) that may be issued on conversion of working capital loans or extension loans (and) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of this offering requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company’s register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company completion of initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The underwriters are entitled to a cash underwriting discount of 2.5 1,725,000 On February 23, 2024 the Company issued 103,500 0.0001

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events
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 unaudited financial statements were available to be issued. Other than as described in these unaudited financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited financial statements.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of presentation	● Basis of presentation These accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial statements and Article 8 of Regulation S-X. They do not include all of the information and notes required by U.S. GAAP for complete financial statements. The unaudited financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 unaudited 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 unaudited financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial 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. DT CLOUD ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS
Deferred offering costs	● Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet dates that are directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.
Income taxes	● Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their unaudited financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the unaudited financial statements when it is more likely than not the position will be sustained upon examination by the tax 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, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Ordinary share subject to possible redemption	● Ordinary share subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is 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 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, as of March 31, 2024 and December 31, 2023, 6,900,000 0 DT CLOUD ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS
Net income per share	● Net income per share The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” In order to determine the net income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to the redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. The net income per share presented in the unaudited statement of operations is based on the following: SCHEDULE OF NET INCOME PER SHARE For the three months ended March 31, 2024 For the three months ended March 31, 2023 Net income $ 43,875 $ - For the Three Months Ended For the Three Months Ended March 31, 2024 March 31, 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Ordinary Share Ordinary Share Ordinary Share Basic and diluted net income per share: Numerators: Allocation of net income including carrying value to redemption value $ 26,370 $ 17,505 $ - $ - Allocation of net income $ 26,370 $ 17,505 $ - $ - Denominators: Weighted-average shares outstanding 2,805,495 1,862,429 - 1,500,000 Basic and diluted net income per share $ 0.01 $ 0.01 $ - $ -
Related parties	● Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. DT CLOUD ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS
Fair value of financial instruments	● Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Concentration of credit risk	● Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent accounting pronouncements	● Recent accounting pronouncements 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.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SCHEDULE OF NET INCOME PER SHARE	The net income per share presented in the unaudited statement of operations is based on the following: SCHEDULE OF NET INCOME PER SHARE For the three months ended March 31, 2024 For the three months ended March 31, 2023 Net income $ 43,875 $ - For the Three Months Ended For the Three Months Ended March 31, 2024 March 31, 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Ordinary Share Ordinary Share Ordinary Share Basic and diluted net income per share: Numerators: Allocation of net income including carrying value to redemption value $ 26,370 $ 17,505 $ - $ - Allocation of net income $ 26,370 $ 17,505 $ - $ - Denominators: Weighted-average shares outstanding 2,805,495 1,862,429 - 1,500,000 Basic and diluted net income per share $ 0.01 $ 0.01 $ - $ -

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 as of March 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS March 31, 2024 Quoted Significant Significant Assets Cash held in trust account $ 69,691,250 $ 69,691,250 $ - $ - December 31, 2023 Quoted Significant Significant Assets Cash held in trust account $ - $ - $ - $ -

ORGANIZATION AND BUSINESS BAC_2

ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Feb. 23, 2024	Jul. 31, 2022	Mar. 31, 2024	Mar. 31, 2023
Initial public offering in units		1,725,000
Proceeds from issuance initial public offering			$ 67,833,894
Initial public offering in units			$ 66,023,894
Percent of obligation to redeem public shares			100%
Deposits			$ 207,000
Shares issued price per share			$ 10.05
Each Monthly Extension [Member]
Shares issued price per share			$ 0.03
Post Business Combination [Member]
Percentage of voting interests acquired			50%
Minimum [Member]
Percentage of fair market value of business acquisition			80%
Business combination, net tangible assets			$ 5,000,001
IPO [Member]
Initial public offering in units	6,900,000
Sale of stock price	$ 10
Proceeds from issuance initial public offering	$ 69,000,000
Sale of initial public offering	6,900,000
Transaction costs	$ 2,976,106
Underwriting commissions	966,000
Deferred underwriting commissions	1,725,000
Other offering costs	$ 285,106
Public Units [Member]
Initial public offering in units	900,000
Sale of stock price	$ 10
Sale of initial public offering	900,000
Initial public offering in units	$ 69,345,000
Share price	$ 10.05		$ 10.05
Additional share price			$ 0.03
Private Placement Units [Member]
Sale of stock price	$ 10
Proceeds from issuance initial public offering	$ 2,345,000
Sale of initial public offering	234,500

SCHEDULE OF NET INCOME PER SHAR

SCHEDULE OF NET INCOME PER SHARE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Allocation of net income	$ 43,875
Basic and diluted net income per share:
Weighted-average shares outstanding, basic	1,862,429	1,500,000
Weighted-average shares outstanding, diluted	1,862,429	1,500,000
Basic net income per share	$ 0.01
Diluted net income per share	$ 0.01
Redeemable Ordinary Stock [Member]
Allocation of net income	$ 26,370
Basic and diluted net income per share:
Allocation of net income including carrying value to redemption value	$ 26,370
Weighted-average shares outstanding, basic	2,805,495
Weighted-average shares outstanding, diluted	2,805,495
Basic net income per share	$ 0.01
Diluted net income per share	$ 0.01
Non-Redeemable Ordinary Stock [Member]
Allocation of net income	$ 17,505
Basic and diluted net income per share:
Allocation of net income including carrying value to redemption value	$ 17,505
Weighted-average shares outstanding, basic	1,862,429	1,500,000
Weighted-average shares outstanding, diluted	1,862,429	1,500,000
Basic net income per share	$ 0.01
Diluted net income per share	$ 0.01

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Temporary equity, shares issued	6,900,000	0
Temporary equity, shares outstanding	6,900,000	0

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative)	Feb. 23, 2024 $ / shares shares
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares sold in initial public offering | shares	6,900,000
Sale of stock price per share | $ / shares	$ 10
Sale of stock, description of transaction	Each Unit will consist of one ordinary share and one Public Right. Each whole Public Right will entitle the holder to receive one-seventh (1/7) ordinary share upon consummation of initial business combination.
Public Units [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares sold in initial public offering | shares	900,000
Sale of stock price per share | $ / shares	$ 10

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member] - Sponsor [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction | shares	234,500
Sale of stock, price per share | $ / shares	$ 10
Units description	Each Private Placement Unit consists of one Private Placement Share and one right (“Private Placement Right”). Each Private Placement Right will entitle the holder to receive one-seventh (1/7) ordinary share upon consummation of the initial business combination.

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Jul. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Aug. 05, 2022
Related Party Transaction [Line Items]
Issuance of ordinary shares to founders, shares	1,725,000
Sponsor owned, percentage	20%
Aggregate purchase price	$ 25,000
Amount due to related party		$ 10,000		$ 490,000
unpaid services fee		10,000		0
Incurred fees		10,000	$ 0
Working capital loans		0		0
Maximum [Member]
Related Party Transaction [Line Items]
Related party debt		300,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Principal amount					$ 300,000
Conversion price of note					$ 10
Amount due to related party		0		$ 217,614
Sponsor [Member] | General and Administrative Expense [Member]
Related Party Transaction [Line Items]
Due to affiliate		$ 10,000
Private Placement [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Sale of stock, number of shares issued in transaction		234,500
Sale of stock, price per share		$ 10
Sale of stock, consideration received on transaction		$ 2,345,000

SHAREHOLDERS_ DEFICIT (Details

SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, par value	$ 0.0001	$ 0.0001
Common stock rights	Each holder of a right will receive one-seventh (1/7) ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights.
Ordinary shares, shares issued	2,063,000	1,725,000
Ordinary shares, shares outstanding	2,063,000	1,725,000
Temporary equity, shares issued	6,900,000	0
Temporary equity, shares outstanding	6,900,000	0
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Ordinary shares, shares authorized	500,000,000
Ordinary shares, par value	$ 0.0001
Common stock rights	Holders of the Company’s ordinary shares are entitled to one vote for each share.
Ordinary shares, shares issued	2,063,000	1,725,000
Ordinary shares, shares outstanding	2,063,000	1,725,000
Ordinary shares issued and outstanding, description	the initial shareholders will own 20% of the issued and outstanding shares after the Initial Public Offering (excluding the sale of the Private Units and assuming the initial shareholders do not purchase any Units in the Initial Public Offering).

SCHEDULE OF ASSETS MEASURED AT

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - Fair Value, Recurring [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash held in trust account	$ 69,691,250
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash held in trust account	69,691,250
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash held in trust account
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash held in trust account

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Feb. 23, 2024	Dec. 31, 2023
Loss Contingencies [Line Items]
Proceeds from initial public offering	$ 67,833,894
Ordinary shares, shares issued	2,063,000			1,725,000
Ordinary shares, par value	$ 0.0001			$ 0.0001
Underwriter Agreement [Member]
Loss Contingencies [Line Items]
Percentage of underwriting fees	250%
Underwriter Agreement [Member] | Brookline Capital Markets [Member]
Loss Contingencies [Line Items]
Ordinary shares, shares issued			103,500
Ordinary shares, par value			$ 0.0001
Underwriter Agreement [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Proceeds from initial public offering	$ 1,725,000
Proposed Public Offering ][Member] | Underwriter Agreement [Member]
Loss Contingencies [Line Items]
Underwriting commitments, description	The underwriters are entitled to a cash underwriting discount of 2.5% of the gross proceeds of the Initial Public Offering, or $1,725,000, upon the closing of the Business Combination.