Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Sep. 06, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-42167 | |
Entity Registrant Name | DT Cloud Star Acquisition Corporation | |
Entity Central Index Key | 0002017950 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Floors 1 through 3 | |
Entity Address, Address Line Two | 175 Pearl Street | |
Entity Address, City or Town | Brooklyn | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11201 | |
City Area Code | (718) | |
Local Phone Number | 865-2000 | |
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 | 8,900,900 | |
Entity Listing, Par Value Per Share | $ 0.0001 | |
Units, each consisting of one Ordinary Share, $0.0001 par value per share, and one Right [Member] | ||
Title of 12(b) Security | Units, each consisting of one Ordinary Share, $0.0001 par value per share, and one Right | |
Trading Symbol | DTSQU | |
Security Exchange Name | NASDAQ | |
Ordinary Shares, par value $0.0001 per share [Member] | ||
Title of 12(b) Security | Ordinary Shares, par value $0.0001 per share | |
Trading Symbol | DTSQ | |
Security Exchange Name | NASDAQ | |
Rights, each entitling the holder to receive one-ninth (1/9) of one Ordinary Share [Member] | ||
Title of 12(b) Security | Rights, each entitling the holder to receive one-ninth (1/9) of one Ordinary Share | |
Trading Symbol | DTSQR | |
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | ||
Current Assets: | ||||
Prepaid expenses | $ 4,601 | $ 2,970 | ||
Total current assets | 4,601 | 2,970 | ||
Deferred offering costs | 222,426 | |||
TOTAL ASSETS | 227,027 | 2,970 | ||
Current liabilities: | ||||
Accrued expenses | 7,900 | |||
Total Current Liabilities | 285,471 | 8,756 | ||
TOTAL LIABILITIES | 285,471 | 8,756 | ||
Commitments and contingencies (Note 7) | ||||
Shareholders’ deficit: | ||||
Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,725,000 shares issued and outstanding | [1] | 173 | 173 | |
Additional paid-in capital | 24,827 | 24,827 | ||
Share capital receivable | (25,000) | (25,000) | ||
Accumulated deficit | (58,444) | (5,786) | ||
Total Shareholders’ deficit | (58,444) | (5,786) | [2] | |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 227,027 | 2,970 | ||
Sponsor [Member] | ||||
Current liabilities: | ||||
Amount due to Sponsor | 8,756 | 8,756 | ||
Promissory note - Sponsor | $ 268,815 | |||
[1]The Company issued 1 999 1,724,000 1,725,000 225,000 225,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | ||
Common stock, shares authorized | 500,000,000 | ||
Common stock, shares issued | 1,725,000 | ||
Common stock, shares outstanding | 1,725,000 | ||
Common Stock [Member] | |||
Shares issued | 1,724,000 | 999 | 1 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Income Statement [Abstract] | |||||
Formation and operating costs | $ (42,035) | $ (665) | $ (52,658) | $ (1,330) | |
NET LOSS | $ (42,035) | $ (665) | $ (52,658) | $ (1,330) | |
Basic weighted average shares outstanding | [1] | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 |
Diluted weighted average shares outstanding | [1] | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 |
Basic net loss per share | $ (0.0280) | $ (0.0004) | $ (0.0351) | $ (0.0009) | |
Diluted net loss per share | $ (0.0280) | $ (0.0004) | $ (0.0351) | $ (0.0009) | |
[1]Excludes up to an aggregate of 225,000 |
Statements of Operations (Una_2
Statements of Operations (Unaudited) (Parenthetical) | 6 Months Ended |
Jun. 30, 2024 shares | |
Ordinary shares subject to forfeiture | 225,000 |
Maximum [Member] | |
Ordinary shares subject to forfeiture | 225,000 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Share Capital Receivable [Member] | Retained Earnings [Member] | Total | |
Balance at Dec. 31, 2022 | [1] | $ 173 | $ 24,827 | $ (25,000) | $ (1,565) | $ (1,565) |
Balance, shares at Dec. 31, 2022 | [1] | 1,725,000 | ||||
Net loss for the period | (665) | (665) | ||||
Balance at Mar. 31, 2023 | $ 173 | 24,827 | (25,000) | (2,230) | (2,230) | |
Balance, shares at Mar. 31, 2023 | 1,725,000 | |||||
Balance at Dec. 31, 2022 | [1] | $ 173 | 24,827 | (25,000) | (1,565) | (1,565) |
Balance, shares at Dec. 31, 2022 | [1] | 1,725,000 | ||||
Net loss for the period | (1,330) | |||||
Balance at Jun. 30, 2023 | $ 173 | 24,827 | (25,000) | (2,895) | (2,895) | |
Balance, shares at Jun. 30, 2023 | 1,725,000 | |||||
Balance at Mar. 31, 2023 | $ 173 | 24,827 | (25,000) | (2,230) | (2,230) | |
Balance, shares at Mar. 31, 2023 | 1,725,000 | |||||
Net loss for the period | (665) | (665) | ||||
Balance at Jun. 30, 2023 | $ 173 | 24,827 | (25,000) | (2,895) | (2,895) | |
Balance, shares at Jun. 30, 2023 | 1,725,000 | |||||
Balance at Dec. 31, 2023 | [1] | $ 173 | 24,827 | (25,000) | (5,786) | (5,786) |
Balance, shares at Dec. 31, 2023 | [1] | 1,725,000 | ||||
Net loss for the period | (10,623) | (10,623) | ||||
Balance at Mar. 31, 2024 | $ 173 | 24,827 | (25,000) | (16,409) | (16,409) | |
Balance, shares at Mar. 31, 2024 | 1,725,000 | |||||
Balance at Dec. 31, 2023 | [1] | $ 173 | 24,827 | (25,000) | (5,786) | (5,786) |
Balance, shares at Dec. 31, 2023 | [1] | 1,725,000 | ||||
Net loss for the period | (52,658) | |||||
Balance at Jun. 30, 2024 | $ 173 | 24,827 | (25,000) | (58,444) | (58,444) | |
Balance, shares at Jun. 30, 2024 | 1,725,000 | |||||
Balance at Mar. 31, 2024 | $ 173 | 24,827 | (25,000) | (16,409) | (16,409) | |
Balance, shares at Mar. 31, 2024 | 1,725,000 | |||||
Net loss for the period | (42,035) | (42,035) | ||||
Balance at Jun. 30, 2024 | $ 173 | $ 24,827 | $ (25,000) | $ (58,444) | $ (58,444) | |
Balance, shares at Jun. 30, 2024 | 1,725,000 | |||||
[1]Includes up to an aggregate of 225,000 |
Statements of Changes in Shar_2
Statements of Changes in Shareholders' Deficit (Unaudited) (Parenthetical) | 6 Months Ended |
Jun. 30, 2024 shares | |
Ordinary shares subject to forfeiture | 225,000 |
Maximum [Member] | |
Ordinary shares subject to forfeiture | 225,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||||||
Net loss | $ (42,035) | $ (10,623) | $ (665) | $ (665) | $ (52,658) | $ (1,330) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Amortization of prepaid expenses | 1,485 | 1,330 | ||||
Change in operating assets and liabilities: | ||||||
Prepaid expenses | (3,116) | |||||
Deferred offering costs | (222,426) | |||||
Accrued liabilities | 7,900 | |||||
Net cash used in operating activities | (268,815) | |||||
Cash flows from financing activities: | ||||||
Proceeds from Promissory Note - Sponsor | 268,815 | |||||
Net cash provided by financing activities | 268,815 | |||||
NET CHANGE IN CASH | ||||||
CASH, BEGINNING OF PERIOD | ||||||
CASH, END OF PERIOD |
ORGANIZATION AND BUSINESS BACKG
ORGANIZATION AND BUSINESS BACKGROUND | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS BACKGROUND | NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND DT Cloud Star Acquisition Corporation (the “Company”) is a newly incorporated blank check company. It was incorporated as a Cayman Islands exempted company on November 29, 2022, with the original name of Infinity Star Acquisition Corporation at inception. The name was changed to DT Cloud Star Acquisition Corporation on January 31, 2024. 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 (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. As of June 30, 2024, the Company has not commenced any operations. All activities through June 30, 2024 relate to the Company’s formation and the initial public offering (“IPO”) effective July 24, 2024. Subsequent to the IPO, 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 IPO. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s Initial Public Offering was declared effective on July 24, 2024. On July 26, 2024, the Company consummated the Initial Public Offering of 6,900,000 900,000 206,900 10.00 2,069,000 Each Public Unit consists of one ordinary share of the Company, par value $ 0.0001 Ordinary Share Right 10.00 69,000,000 As of July 26, 2024, a total of $ 69,000,000 2,069,000 Trust Account As of July 26, 2024, the aggregate amount of $ 69,000,000 10.00 DT CLOUD STAR 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. 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 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 $ 10.00 Distinguishing Liabilities from Equity The Company will proceed with a Business Combination if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. 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 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. DT CLOUD STAR ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS 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 October 26, 2025 initially to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 15 months, if we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable laws. 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% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriters have agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the 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 $ 10.00 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 $ 10.00 DT CLOUD STAR ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS Going Concern Consideration The Company initially has 15 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 15 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. If the Company is unable to consummate the Company’s initial Business Combination by October 26, 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial business combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum of association. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. 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. DT CLOUD STAR ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. 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 did no Ordinary Share Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity Deferred Offering Costs Deferred offering costs consist of underwriting, legal 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. DT CLOUD STAR ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS Income Taxes Income taxes are determined in accordance with the provisions of Accounting Standards Codification 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 no 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. Net Loss per Share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share The net loss per share presented in the statement of operations is based on the following: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE For the Six For the Six Net loss $ (52,658 ) $ (1,330 ) For the Three For the Three Net loss $ (42,035 ) $ (665 ) DT CLOUD STAR ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS Redeemable Non-Redeemable Redeemable Non-Redeemable For the Six Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Ordinary Share Ordinary Share Ordinary Share Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ - $ (52,658 ) $ - $ (1,330 ) Allocation of net loss $ - $ (52,658 ) $ - $ (1,330 ) Denominators: Weighted-average shares outstanding - 1,500,000 - 1,500,000 Basic and diluted net loss per share $ - $ (0.0351 ) $ - $ (0.0009 ) Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended June 30, 2024 June 30, 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Ordinary Share Ordinary Share Ordinary Share Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ - $ (42,035 ) $ - $ (665 ) Allocation of net loss $ - $ (42,035 ) $ - $ (665 ) Denominators: Weighted-average shares outstanding - 1,500,000 - 1,500,000 Basic and diluted net loss per share $ - $ (0.0280 ) $ - $ (0.0004 ) 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. 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 DT CLOUD STAR ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS “Fair value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. 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 | 6 Months Ended |
Jun. 30, 2024 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3 – INITIAL PUBLIC OFFERING On July 26, 2024, 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-ninth (1/9) 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 | 6 Months Ended |
Jun. 30, 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 206,900 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-ninth (1/9) 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares On November 29, 2022, the Company issued an aggregate of 1,725,000 20 25,000 On July 26, 2024, since the underwriter exercised the over-allotment in full, no Founder Shares are subject to forfeiture. Representative Shares On July 26, 2024, the Company issued 69,000 0.0001 Private Placement The Company consummated the sale of 206,900 10.00 2,069,000 Promissory Note — Related Party On December 31, 2023, 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 As of June 30, 2024 and December 31, 2023, the principal amount due and owing under the Promissory Note was $ 268,815 0 Due to Related Party As of June 30, 2024 and December 31, 2023, the Company had a temporary advance of $ 8,756 8,756 On July 29, 2024, the Company paid off the Promissory Note and Amount due to Sponsor which were $ 298,440 83,756 DT CLOUD STAR ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS 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 0 0 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 10.00 0 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 6 Months Ended |
Jun. 30, 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 June 30, 2024 and December 31, 2023, an aggregate of 1,725,000 225,000 2,000,900 206,900 69,000 6,900,000 Rights Each holder of a right will receive one-ninth (1/9) 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 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – 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. DT CLOUD STAR ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS Registration Rights Pursuant to a registration rights agreement entered into on July 26, 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 aggregate 3.5 The underwriters are entitled to a cash underwriting discount of 1.5 As of July 26, 2024, the Company paid a cash underwriting commission of 1.5 1,035,000 69,000 0.0001 The underwriters are entitled to a cash underwriting discount of 1.0 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
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 filed. Other than event above and as described in Notes 1, 3, 4, 5, and 7, which were related to the consummation of the IPO, the Private Placement, payment of offering costs, and the repayment of the Promissory Note, etc., 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) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
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 financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. 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 did no |
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 Topic 480 “ Distinguishing Liabilities from Equity |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of underwriting, legal 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 Accounting Standards Codification 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 no 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. |
Net Loss per Share | Net Loss per Share The Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share The net loss per share presented in the statement of operations is based on the following: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE For the Six For the Six Net loss $ (52,658 ) $ (1,330 ) For the Three For the Three Net loss $ (42,035 ) $ (665 ) DT CLOUD STAR ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS Redeemable Non-Redeemable Redeemable Non-Redeemable For the Six Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Ordinary Share Ordinary Share Ordinary Share Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ - $ (52,658 ) $ - $ (1,330 ) Allocation of net loss $ - $ (52,658 ) $ - $ (1,330 ) Denominators: Weighted-average shares outstanding - 1,500,000 - 1,500,000 Basic and diluted net loss per share $ - $ (0.0351 ) $ - $ (0.0009 ) Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended June 30, 2024 June 30, 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Ordinary Share Ordinary Share Ordinary Share Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ - $ (42,035 ) $ - $ (665 ) Allocation of net loss $ - $ (42,035 ) $ - $ (665 ) Denominators: Weighted-average shares outstanding - 1,500,000 - 1,500,000 Basic and diluted net loss per share $ - $ (0.0280 ) $ - $ (0.0004 ) |
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. |
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 DT CLOUD STAR ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS “Fair value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE | The net loss per share presented in the statement of operations is based on the following: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE For the Six For the Six Net loss $ (52,658 ) $ (1,330 ) For the Three For the Three Net loss $ (42,035 ) $ (665 ) DT CLOUD STAR ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS Redeemable Non-Redeemable Redeemable Non-Redeemable For the Six Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Ordinary Share Ordinary Share Ordinary Share Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ - $ (52,658 ) $ - $ (1,330 ) Allocation of net loss $ - $ (52,658 ) $ - $ (1,330 ) Denominators: Weighted-average shares outstanding - 1,500,000 - 1,500,000 Basic and diluted net loss per share $ - $ (0.0351 ) $ - $ (0.0009 ) Redeemable Non-Redeemable Redeemable Non-Redeemable For the Three Months Ended For the Three Months Ended June 30, 2024 June 30, 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Ordinary Share Ordinary Share Ordinary Share Ordinary Share Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ - $ (42,035 ) $ - $ (665 ) Allocation of net loss $ - $ (42,035 ) $ - $ (665 ) Denominators: Weighted-average shares outstanding - 1,500,000 - 1,500,000 Basic and diluted net loss per share $ - $ (0.0280 ) $ - $ (0.0004 ) |
ORGANIZATION AND BUSINESS BAC_2
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($) | 6 Months Ended | ||
Jul. 26, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Percentage of voting interests acquired | 50% | ||
Percentage of redemption rights | 15% | ||
Share price | $ 10 | ||
Percentage of obligation to redeem public shares | 100% | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Percentage of fair market value of business acquisition | 80% | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Share price | $ 10 | ||
IPO [Member] | Subsequent Event [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Number of units issued | 6,900,000 | ||
Share price per share | $ 10 | ||
Common stock, par value | $ 0.0001 | ||
Gross proceeds from sale of public units | $ 69,000,000 | ||
Proceeds deposited into trust account | 69,000,000 | ||
Proceeds held in trust account | $ 69,000,000 | ||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Number of units issued | 900,000 | ||
Private Placement [Member] | Subsequent Event [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Number of units issued | 206,900 | ||
Share price per share | $ 10 | ||
Proceeds from issuance of private placement | $ 2,069,000 | ||
Proceeds deposited into trust account | $ 2,069,000 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Allocation of net loss | $ (42,035) | $ (10,623) | $ (665) | $ (665) | $ (52,658) | $ (1,330) | |
Basic weighted-average shares outstanding | [1] | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | ||
Diluted weighted-average shares outstanding | [1] | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | ||
Basic net loss per share | $ (0.0280) | $ (0.0004) | $ (0.0351) | $ (0.0009) | |||
Diluted net loss per share | $ (0.0280) | $ (0.0004) | $ (0.0351) | $ (0.0009) | |||
Redeemable Ordinary Shares [Member] | |||||||
Allocation of net loss | |||||||
Allocation of net loss including carrying value to redemption value | |||||||
Basic weighted-average shares outstanding | |||||||
Diluted weighted-average shares outstanding | |||||||
Basic net loss per share | |||||||
Diluted net loss per share | |||||||
Non-Redeemable Ordinary Shares [Member] | |||||||
Allocation of net loss | $ (42,035) | $ (665) | $ (52,658) | $ (1,330) | |||
Allocation of net loss including carrying value to redemption value | $ (42,035) | $ (665) | $ (52,658) | $ (1,330) | |||
Basic weighted-average shares outstanding | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | |||
Diluted weighted-average shares outstanding | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | |||
Basic net loss per share | $ (0.0280) | $ (0.0004) | $ (0.0351) | $ (0.0009) | |||
Diluted net loss per share | $ (0.0280) | $ (0.0004) | $ (0.0351) | $ (0.0009) | |||
[1]Excludes up to an aggregate of 225,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | 0 |
Amounts accrued for interest and penalties | $ 0 | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - Subsequent Event [Member] | Jul. 26, 2024 $ / shares shares |
IPO [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of units | 6,900,000 |
Share price per share | $ / shares | $ 10 |
Units description | Each Unit will consist of one ordinary share and one Public Right. Each whole Public Right will entitle the holder to receive one-ninth (1/9) ordinary share upon consummation of initial business combination |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of units | 900,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member] - Subsequent Event [Member] | Jul. 26, 2024 $ / shares shares |
Subsidiary, Sale of Stock [Line Items] | |
Sale of private placement units | shares | 206,900 |
Share price per unit | $ / 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-ninth (1/9) ordinary share upon consummation of the initial business combination |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jul. 29, 2024 | Jul. 26, 2024 | Nov. 29, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Private units price per share | $ 10 | $ 10 | ||||||
Working capital loan | $ 0 | $ 0 | $ 0 | |||||
Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt conversion original debt amount | 300,000 | |||||||
Administrative Services Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount payable for affiliate | 10,000 | |||||||
Administrative expense | 0 | $ 0 | 0 | $ 0 | ||||
Subsequent Event [Member] | Private Placement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of units issued | 206,900 | |||||||
Share price per share | $ 10 | |||||||
Proceeds from issuance of private placement | $ 2,069,000 | |||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of issued and outstanding shares owned | 20% | |||||||
Notes payable | 268,815 | 268,815 | ||||||
Amount due to sponsor | 8,756 | 8,756 | 8,756 | |||||
Sponsor [Member] | Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate principal amount | 300,000 | |||||||
Notes payable | $ 268,815 | $ 268,815 | $ 0 | |||||
Sponsor [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment of sponsor debt | $ 83,756 | |||||||
Sponsor [Member] | Subsequent Event [Member] | Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment of notes payable | $ 298,440 | |||||||
Sponsor [Member] | Subsequent Event [Member] | Private Placement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of units issued | 206,900 | |||||||
Share price per share | $ 10 | |||||||
Proceeds from issuance of private placement | $ 2,069,000 | |||||||
Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | 1,725,000 | |||||||
Purchase price of shares | $ 25,000 | |||||||
Representative Shares [Member] | Subsequent Event [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | 69,000 | |||||||
Ordinary shares, par value | $ 0.0001 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares | 6 Months Ended | ||
Jul. 26, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock voting rights | Holders of the Company’s ordinary shares are entitled to one vote for each share | ||
Common stock, shares issued | 1,725,000 | 1,725,000 | |
Common stock, shares outstanding | 1,725,000 | 1,725,000 | |
Ordinary shares subject to forfeiture | 225,000 | ||
Subsequent Event [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, shares outstanding | 2,000,900 | ||
Ordinary shares subject to possible redemption | 6,900,000 | ||
Subsequent Event [Member] | Rights [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Rights description | Each holder of a right will receive one-ninth (1/9) 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 | ||
Subsequent Event [Member] | Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, shares outstanding | 206,900 | ||
Rights 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-ninth (1/9) ordinary share upon consummation of the initial business combination | ||
Subsequent Event [Member] | Representative Shares [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, shares outstanding | 69,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 6 Months Ended | ||
Jul. 26, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
IPO [Member] | Subsequent Event [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.0001 | ||
Underwriters Agreement [Member] | IPO [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Underwritting commission and discount percentage | 3.50% | ||
Cash underwriting discount percentage | 1% | 1.50% | |
Underwriters Agreement [Member] | IPO [Member] | Subsequent Event [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Cash underwriting commission percentage | 1.50% | ||
Cash underwriting commission paid | $ 1,035,000 | ||
Number of shares issued | 69,000 | ||
Common stock, par value | $ 0.0001 |