Cover
Cover - shares | 5 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41832 | |
Entity Registrant Name | Quetta Acquisition Corporation | |
Entity Central Index Key | 0001978528 | |
Entity Tax Identification Number | 93-1358026 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1185 Avenue of the Americas | |
Entity Address, Address Line Two | Suite 301 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | (212) | |
Local Phone Number | 612-1400 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Filer Category | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 8,947,045 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | QETA | |
Security Exchange Name | NASDAQ | |
Rights [Member] | ||
Title of 12(b) Security | Rights | |
Trading Symbol | QETAR | |
Security Exchange Name | NASDAQ | |
Units | ||
Title of 12(b) Security | Units | |
Trading Symbol | QETAU | |
Security Exchange Name | NASDAQ |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2023 | May 31, 2023 |
Assets: | ||
Current asset – cash | $ 262,658 | $ 314,700 |
Deferred offering costs | 151,288 | 95,300 |
Total Assets | 413,946 | 410,000 |
Current Liabilities | ||
Accrued offering costs and expenses | 260 | |
Due to related party | 85,000 | 85,000 |
Promissory note – related party | 300,000 | 300,000 |
Total Current Liabilities | 385,260 | 385,000 |
Stockholders’ Equity | ||
Common stock, $0.0001 par value; 20,000,000 shares authorized(1); 1,725,000 shares issued and outstanding(2) | 172 | 172 |
Additional paid-in capital | 24,828 | 24,828 |
Retained earnings | 3,686 | |
Total Stockholders’ Equity | 28,686 | 25,000 |
Total Liabilities and Stockholders’ Equity | $ 413,946 | $ 410,000 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | May 31, 2023 | |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | [1] | 20,000,000 | 20,000,000 |
Common stock, shares issued | [2] | 1,725,000 | 1,725,000 |
Common stock, shares outstanding | [2] | 1,725,000 | 1,725,000 |
[1]Represents the number of shares to be authorized upon the effectiveness of the initial public offering.[2]Includes up to 225,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriters’ full exercise of their over-allotment option on October 11, 2023, no founder shares are currently subject to forfeiture. |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 5 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | ||
Income Statement [Abstract] | |||
Formation costs | |||
Interest income | 2,949 | 3,686 | |
Net income | $ 2,949 | $ 3,686 | |
Basic and diluted weighted average shares outstanding | [1] | 1,500,000 | 1,500,000 |
Basic and diluted net loss per share | $ 0 | $ 0 | |
[1]Excludes an aggregate of up to 225,000 shares of common stock subject to forfeiture if the over- allotment option is not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriters’ full exercise of their over-allotment option on October 11, 2023, no founder shares are currently subject to forfeiture. |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance–June 30, 2023 at Apr. 30, 2023 | |||||
Beginning balance, shares at Apr. 30, 2023 | |||||
Founder shares issued to initial stockholders | [1] | $ 172 | 24,828 | 25,000 | |
Founder shares issued to initial stockholders, shares | 1,725,000 | ||||
Net income | 737 | 737 | |||
Balance–September 30, 2023 at Jun. 30, 2023 | $ 172 | 24,828 | 737 | 25,737 | |
Ending balance, shares at Jun. 30, 2023 | 1,725,000 | ||||
Net income | 2,949 | 2,949 | |||
Balance–September 30, 2023 at Sep. 30, 2023 | $ 172 | $ 24,828 | $ 3,686 | $ 28,686 | |
Ending balance, shares at Sep. 30, 2023 | 1,725,000 | ||||
[1]Includes up to 225,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriters’ full exercise of their over-allotment option on October 11, 2023, no founder shares are currently subject to forfeiture. |
STATEMENT OF CASH FLOWS (Unaudi
STATEMENT OF CASH FLOWS (Unaudited) | 5 Months Ended |
Sep. 30, 2023 USD ($) | |
Cash Flows from Operating Activities: | |
Net income | $ 3,686 |
Net cash provided by operating activities | 3,686 |
Cash Flows from Financing Activities: | |
Proceeds from issuance of promissory note to related party | 300,000 |
Proceeds from issuance of founder shares to the initial stockholders | 25,000 |
Payment of offering costs | (66,028) |
Net cash provided by financing activities | 258,972 |
Net change in cash | 262,658 |
Cash, Beginning of period | |
Cash, End of the period | 262,658 |
Supplemental Disclosure of Non-cash Financing Activities | |
Deferred offering costs paid by a related party | 85,000 |
Deferred offering costs in accrued offering costs and expenses | $ 260 |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Quetta Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware Corporation on May 1, 2023. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company intends to focus on target businesses in Asia (excluding China, Hong Kong, and Macau) that operate in the financial technology sector. As of September 30, 2023, the Company had not commenced any operations. All activities through September 30, 2023 are related to the Company’s formation and the proposed initial public offering (“Proposed Public Offering”), which are described below. 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 from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Yocto Investments LLC (the “Sponsor”), a Delaware limited liability company. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 6,000,000 10.00 6,900,000 235,045 253,045 10.00 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80 50 10.00 The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Initial Stockholders and underwriters have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100 The Company will have nine months (or 15 months or up to 21 months if it extends such period) from the closing of the Proposed Public Offering to consummate a Business Combination. In addition, if the Company anticipates that it may not be able to consummate initial business combination within 9 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months 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 $ 600,000 690,000 1,200,000 1,380,000 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 not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less certain amount of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the other Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares, and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the other Initial Stockholders acquires Public Shares in or after the Proposed Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $ 10.10 In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a 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 amount of funds in the Trust Account to below $10.10 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Going Concern Consideration At September 30, 2023, the Company had $ 262,658 122,602 25,000 300,000 The Company has incurred and 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. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2023 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the period from May 1, 2023 (inception) through May 31, 2023 included in a registration statement on Form S-1, as amended, declared effective by the SEC on October 5, 2023 and the Company’s Current Report on Form 8-K, as filed with the SEC on October 17, 2023. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended September 30, 2023 and for the period from May 1, 2023 (inception) through September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 262,658 none Deferred Offering Costs Deferred offering costs consist of legal, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 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 is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas 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 federal and state 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 provision for income taxes was deemed to be immaterial for the period from May 1, 2023 (inception) to September 30, 2023. Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. Weighted average shares were reduced for the effect of an aggregate of 225,000 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). Recent accounting pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 from the Company’s inception. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Proposed Public Offering
Proposed Public Offering | 5 Months Ended |
Sep. 30, 2023 | |
Proposed Public Offering | |
Proposed Public Offering | Note 3 — Proposed Public Offering Pursuant to the Proposed Public Offering, the Company intends to offer for sale 6,000,000 6,900,000 10.00 |
Private Placement
Private Placement | 5 Months Ended |
Sep. 30, 2023 | |
Private Placement | |
Private Placement | Note 4 — Private Placement The Sponsor has agreed to purchase an aggregate of 235,045 253,045 10.00 2,350,450 2,530,450 |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On May 17, 2023, the Company issued 1,725,000 25,000 0.0145 As of September 30, 2023, there were 1,725,000 225,000 The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until, with respect to 50% of the Founder Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Due to Related Party Prior to the inception of the Company, the Sponsor formed a blank check company (which was dissolved in April 2023) and paid professional fees totaling $ 85,000 85,000 85,000 85,000 Promissory Note — Related Party On May 21, 2023, the Sponsor agreed to loan the Company up to an aggregate amount of $ 300,000 300,000 300,000 Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Initial Stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes an initial Business Combination, it will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Certain amount of such loans may be converted into private at $ 10.00 no Administrative Support Agreement The Company intends to enter into an agreement, commencing on the effective date of the Proposed Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $ 10,000 Other Mr. Michael Lazar will serve as an independent director of the board beginning on the date of this prospectus, also is the Chief Executive Officer of Empire Filings, LLC, which is engaged by the Company to provide print and filing services. The Company paid a total of $ 40,000 1,000 |
Commitments and Contingency
Commitments and Contingency | 5 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingency | Note 6 — Commitments and Contingency Registration Rights The holders of the Founder Shares issued and outstanding on the date of this prospectus, as well as the holders of the private units and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of common stock issuable upon conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private units and units issued in payment of working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that the Company consummate an initial business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Right of First Refusal The Company has granted EF Hutton for a period of 24 months after the date of the consummation of the Company’s Business Combination, a right of first refusal to act as sole investment banker, book-running manager, and/or sole placement agent, at EF Hutton’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings. Underwriting Agreement The Company has granted EF Hutton, the representative of the underwriters, a 45 900,000 The underwriters will be entitled to a cash underwriting discount of 2.0 1,200,000 1,380,000 3.5 2,100,000 2,415,000 The underwriters have agreed to reimburse certain expenses in connection with this offering, not to exceed $ 600,000 690,000 |
Stockholders_ Equity
Stockholders’ Equity | 5 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7 — Stockholders’ Equity Common Stock 20,000,000 0.0001 1,725,000 225,000 Rights If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of common stock underlying the rights. |
Subsequent Events
Subsequent Events | 5 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — 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 issued. Based upon this review, other than as described within these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than those described below. The registration statement for the Company’s IPO became effective on October 5, 2023. On October 11, 2023, the Company consummated the IPO of 6,900,000 900,000 10.00 69,000,000 253,045 10.00 2,530,450 On October 11, 2023, the Company issued the underwriters 69,000 On October 5, 2023, the Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $ 10,000 On October 11, 2023, the Company repaid $ 300,000 85,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 5 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the period from May 1, 2023 (inception) through May 31, 2023 included in a registration statement on Form S-1, as amended, declared effective by the SEC on October 5, 2023 and the Company’s Current Report on Form 8-K, as filed with the SEC on October 17, 2023. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended September 30, 2023 and for the period from May 1, 2023 (inception) through September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 262,658 none |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 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 is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas 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 federal and state 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 provision for income taxes was deemed to be immaterial for the period from May 1, 2023 (inception) to September 30, 2023. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. Weighted average shares were reduced for the effect of an aggregate of 225,000 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). |
Recent accounting pronouncements | Recent accounting pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 from the Company’s inception. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 5 Months Ended | ||
Oct. 11, 2023 | Sep. 30, 2023 | May 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||
Aggregate fair market value | 80% | ||
Net tangible assets | $ 5,000,001 | ||
Percentage of public shareholding to be redeemed in case of non occurrence of business combination | 100% | ||
Deposit | $ 600,000 | ||
Aggregate amount | $ 1,200,000 | ||
Assets value, per value | $ 10.10 | ||
Cash | $ 262,658 | $ 314,700 | |
Working capital deficit | $ 122,602 | ||
Subsequent Event [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 253,045 | ||
Sale of units per share | $ 10 | ||
Payment from sponsor | $ 25,000 | ||
Unsecured promissory note | $ 300,000 | ||
Other Investee [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity method investment ownership percentage | 50% | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 6,000,000 | ||
Sale of units per share | $ 10 | ||
Option exercised | 6,900,000 | ||
IPO [Member] | Subsequent Event [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units per share | $ 10 | ||
Option exercised | 6,900,000 | ||
IPO [Member] | Underwriters [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Option exercised | 6,900,000 | ||
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 235,045 | ||
Sale of units per share | $ 10 | ||
Option exercised | 253,045 | ||
Option exercised | $ 2,530,450 | ||
Private Placement [Member] | Underwriters [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Option exercised | 253,045 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Option exercised | $ 1,380,000 | ||
Over-Allotment Option [Member] | Underwriters [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Option exercised | 1,380,000 | ||
Option exercised | $ 690,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 5 Months Ended | |
Sep. 30, 2023 | May 31, 2023 | |
Accounting Policies [Abstract] | ||
Cash | $ 262,658 | $ 314,700 |
Cash equivalents | 0 | |
Number of shares forfeiture | 225,000 | |
Federal depository insurance coverage | $ 250,000 |
Proposed Public Offering (Detai
Proposed Public Offering (Details Narrative) - IPO [Member] | 5 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of units in initial public offering | 6,000,000 |
Option exercised | 6,900,000 |
Sale of units per share | $ / shares | $ 10 |
Private Placement (Details Narr
Private Placement (Details Narrative) - Private Placement [Member] | 5 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of units in initial public offering | shares | 235,045 |
Option exercised | shares | 253,045 |
Sale of units per share | $ / shares | $ 10 |
Sale of units in initial public offering, value | $ | $ 2,350,450 |
Option exercised, value | $ | $ 2,530,450 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | |||
Oct. 11, 2023 | May 17, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | May 31, 2023 | May 21, 2023 | |
Related Party Transaction [Line Items] | ||||||
Founder shares issued | 1,725,000 | |||||
Founder shares outstanding | 1,725,000 | |||||
Number of shares forfeiture | $ 225,000 | |||||
Professional fees | $ 85,000 | |||||
Transaction costs | 85,000 | |||||
Due to related party | 85,000 | $ 85,000 | ||||
Repayment of debt | 85,000 | |||||
Promissory note related party | $ 300,000 | $ 300,000 | $ 300,000 | |||
Conversion of shares, per share | $ 10 | |||||
Working capital loans | $ 0 | |||||
Payments for fee | 10,000 | |||||
Payment for other debt | 1,000 | |||||
IPO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payment for other debt | $ 40,000 | |||||
Subsequent Event [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related party | $ 85,000 | |||||
Sponsor [Member] | Subsequent Event [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Repayment of debt | $ 300,000 | |||||
Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 1,725,000 | |||||
Number of shares issued, value | $ 25,000 | |||||
Share price | $ 0.0145 |
Commitments and Contingency (De
Commitments and Contingency (Details Narrative) | 5 Months Ended |
Sep. 30, 2023 USD ($) shares | |
Subsidiary, Sale of Stock [Line Items] | |
Over allotment option vesting period | 45 days |
Gross proceeds | $ 25,000 |
Deferred fee, percentage | 3.50% |
Underwriters [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Reimbursement of expenses | $ 600,000 |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Shares issued during the period new issues shares | shares | 900,000 |
Option exercised | $ 1,380,000 |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Option exercised | shares | 2,415,000 |
Over-Allotment Option [Member] | Underwriters [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Option exercised | shares | 1,380,000 |
Option exercised | $ 690,000 |
IPO [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Percentage of underwriting discount | 2% |
Option exercised | shares | 6,900,000 |
IPO [Member] | Underwriting Agreement [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Gross proceeds | $ 2,100,000 |
IPO [Member] | Underwriters [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Gross proceeds | $ 1,200,000 |
Option exercised | shares | 6,900,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 5 Months Ended | ||
Sep. 30, 2023 | May 31, 2023 | ||
Equity [Abstract] | |||
Common stock, shares authorized | [1] | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | [2] | 1,725,000 | 1,725,000 |
Common stock, shares outstanding | [2] | 1,725,000 | 1,725,000 |
Number of shares forfeiture | $ 225,000 | ||
[1]Represents the number of shares to be authorized upon the effectiveness of the initial public offering.[2]Includes up to 225,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriters’ full exercise of their over-allotment option on October 11, 2023, no founder shares are currently subject to forfeiture. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 5 Months Ended | |||
Oct. 11, 2023 | Oct. 05, 2023 | Sep. 30, 2023 | May 31, 2023 | |
Subsequent Event [Line Items] | ||||
Gross proceeds | $ 25,000 | |||
Due to related party | $ 85,000 | $ 85,000 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Sale of units per share | $ 10 | |||
Gross proceeds | $ 69,000,000 | |||
Sale of units in initial public offering | 253,045 | |||
Gross proceeds from private placement | $ 2,530,450 | |||
Common stock representative shares | 69,000 | |||
Repayment of debt | $ 300,000 | |||
Due to related party | $ 85,000 | |||
Subsequent Event [Member] | Office Space Utilities Secretarial And Aadministrative Support [Member] | ||||
Subsequent Event [Line Items] | ||||
Repayment of debt | $ 10,000 | |||
IPO [Member] | ||||
Subsequent Event [Line Items] | ||||
Option exercised | 6,900,000 | |||
Sale of units per share | $ 10 | |||
Sale of units in initial public offering | 6,000,000 | |||
IPO [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Option exercised | 6,900,000 | |||
Sale of units per share | $ 10 | |||
Over-Allotment Option [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Option granted | 900,000 |