MSSAU Metal Sky Star Acquisition Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2022

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                    to

 

Commission File No. 001-41344

 

METAL SKY STAR ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

132 West 31st Street, First Floor New York, New York 10001

(Address of Principal Executive Offices, including zip code)

 

(332) 237-6141

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right		MSSAU		The Nasdaq Stock Market LLC
Ordinary Shares, $0.001 par value		MSSA		The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share		MSSAW		The Nasdaq Stock Market LLC
Rights to receive one-tenth (1/10th) of one Ordinary Share		MSSAR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

 

Indicate the number of shares outstanding of each of the registrant’s classes of ordinary shares, as of the latest practicable date: As of November 8, 2022 and July 26, 2024, there were 14,705,000 and 6,407,416 ordinary shares, respectively, with par value $0.001, issued and outstanding.

 

 

 

EXPLANATION NOTE

 

Metal Sky Star Acquisition Corporation (the “Company”, “we”, “our”, or “us”) is filing this Amendment No. 1 to its Quarter Report on Form 10-Q/A (the “Amendment”) to amend its Quarter Report on Form 10-Q for the quarter ended September 30, 2022 (the “Q3 2022 Form 10-Q”), as filed with the Securities and Exchange Commission on November 8, 2022, to (i) restate its financial statements as of and for the quarter ended September 30, 2022, which should no longer be relied on and being restated herein; and (ii) describe the restatement and its impact on previously reported amounts.

 

In connection with the Company’s preparation of its annual report on Form 10-K for the year ended December 31, 2023, management identified that cash held in the trust account (marketable securities held in the Trust Accounts) and deferred underwriting commissions payable were improperly classified as current assets and current liabilities instead of non-current assets and non-current liabilities, respectively, as of September 30, 2022. This incorrect classification resulted in an overstatement of current assets by $115,680,827, an understatement of non-current assets by $115,680,827, an overstatement of current liabilities by $2,875,000, and an understatement of non-current liabilities by $2,875,000 as of September 30, 2022.

 

Management concluded that the balance sheet errors above constituted material weaknesses in internal control over financial reporting.

 

In light of these material weaknesses, the Audit Committee of the Company’s Board of Directors, in consultation with the Company’s management, concluded that the Company’s 1) audited financial statements as of and for the year ended December 31, 2022; 2) the unaudited financial statements as of and for the quarters ended June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023, and September 30, 2023; and 3) the audited balance sheet as of April 5, 2022 filed within the Current Report on Form 8-K dated April 11, 2022 should no longer be relied upon and that it is appropriate to restate the Company’s financial statements for each such period (collectively, the “Restatements”)

 

We are filing this Amendment to amend and restate the Q3 2022 Form 10-Q with modifications as necessary to reflect these restatements. The following items have been amended to reflect the restatements:

 

Part I. Item 1. Financial Statements;

 

Part I. Item 4. Controls and Procedures;

 

Part II. Item 1A. Risk Factors to add an additional risk factor to describe risks relating to the material weaknesses in the Company’s internal control over financial reporting that were identified subsequent to the date of the Q3 2022 Form 10-Q;

 

Part II, Item 6. Exhibits

 

This Amendment includes new certifications by our principal executive officer and principal financial officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 dated as of this filing in connection with this Form 10-Q/A as exhibits 31.1, 31.2, 32.1 and 32.2 hereto.

 

Except as described above, no other information included in the Original Financial Statements is being amended or updated by this Amendment and, other than as described herein, this Amendment does not purport to reflect any information or events subsequent to the Original Financial Statements. This Amendment continues to describe the conditions as of the date of the Original Financial Statements and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Financial Statements. Accordingly, this Amendment should be read in conjunction with the Original Financial Statements and with our filings with the SEC subsequent to the Financial Statements.

 

 

METAL SKY STAR ACQUISITION CORPORATION

 

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

 

TABLE OF CONTENTS

 

		Page
Part I. Financial Information		1
Item 1. Financial Statements		1
Balance Sheets (Unaudited) (As Restated)		1
Statements of Operations (Unaudited)		2
Statement of Changes in Shareholder’s (Deficit) Equity (Unaudited)		3
Statement of Cash Flows (Unaudited)		4
Notes to Unaudited Financial Statements (As Restated)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		18
Item 4. Controls and Procedures (As Restated)		18
Part II. Other Information		19
Item 1. Legal Proceedings		19
Item 1A. Risk Factors (As Restated)		19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 3. Defaults Upon Senior Securities		21
Item 4. Mine Safety Disclosures		21
Item 5. Other Information		21
Item 6. Exhibits (As Restated)		22
Part III. Signatures		23

 

 

Part I. Financial Information

 

Item 1. Financial Statements

 

METAL SKY STAR ACQUISITION CORPORATION

BALANCE SHEETS

(Unaudited)

 

		September 30, 2022 (As Restated)				December 31, 2021
ASSETS
Current assets:
Cash in escrow		$	188,402			$	95,978
Prepaid insurance			79,366				-
Deferred offering cost			-				236,522
Total current assets			267,768				332,500
Noncurrent assets:
Marketable securities held in trust account			115,680,827				-
Total noncurrent assets			115,680,827				-
TOTAL ASSETS		$	115,948,595			$	332,500
LIABILITIES AND SHAREHOLDER’S (DEFICIT) EQUITY
Current liabilities:
Accrued expenses		$	79,628			$	800
Accrued offering costs			-				31,550
Promissory note- related party			-				300,000
Total current liabilities			79,628				332,350
Noncurrent liabilities:
Deferred underwriting commissions			2,875,000				-
Total noncurrent liabilities			2,875,000				-
Total liabilities			2,954,628				332,350
Commitments and contingencies (Note 6)			-				-
Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value $10.06 per value at September 30, 2022			115,680,827				-
Shareholder’s (Deficit) Equity:
Ordinary shares, $0.001 par value; 50,000,000 shares authorized; 3,205,000 and 2,875,000 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively, excluding 11,500,000 shares subject to possible redemption at September 30, 2022.			3,205				2,875
Additional paid-in capital			-				22,125
Accumulated deficit			(2,690,065	)			(24,850	)
Total Shareholder’s (Deficit) Equity			(2,686,860	)			150
TOTAL LIABILITIES AND SHAREHOLDER’S (DEFICIT) EQUITY		$	115,948,595			$	332,500

 

The accompanying notes are an integral part of the unaudited financial statements.

 

 

METAL SKY STAR ACQUISITION CORPORATION

STATEMENT OF OPERATIONS

(Unaudited)

 

		For the three months ended September 30, 2022				For the three months ended September 30, 2021				For the nine months ended September 30, 2022				For the period ended from May 5, 2021 (inception) to September 30, 2021
Formation and operational costs		$	110,104			$	3,900			$	282,269			$	15,650
Loss from operation costs			110,104				3,900				282,269				15,650
Other (income) expenses:
Interest income			519,917				-				680,827				-
Total other income			519,917				-				680,827				-
Income (loss) before income taxes			409,813				(3,900	)			398,558				(15,650	)
Net income (loss)		$	409,813			$	(3,900	)		$	398,558			$	(15,650	)
Basic and diluted weighted average shares outstanding - ordinary shares subject to redemption			11,500,000				-				7,540,293				-
Basic and diluted net income per share		$	0.04			$	-			$	0.79			$	-
Basic and diluted weighted average shares outstanding - non redeemable ordinary shares			3,205,000				2,875,000				3,091,374				2,875,000
Basic and diluted net loss per share		$	(0.01	)		$	(0.00	)		$	(1.80	)		$	(0.01	)

 

The accompanying notes are an integral part of the unaudited financial statements.

 

 

METAL SKY STAR ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDER’S (DEFICIT) EQUITY

(Unaudited)

 

For the period from January 1, 2022 to September 30, 2022

 

		Ordinary Shares								Additional Paid In				Accumulated				Total Shareholders’
		Shares				Amount				Capital				Deficit				Equity (Deficit)
Balance at January 1, 2022			2,875,000			$	2,875			$	22,125			$	(24,850	)		$	150
Net loss			-				-				-				(3,550	)			(3,550	)
Balance at March 31, 2022			2,875,000				2,875				22,125				(28,400	)			(3,400	)
Issuance of public shares at initial public offering			11,500,000				11,500				114,988,500				-				115,000,000
Underwriters’ Discount			-				-				(5,175,000	)			-				(5,175,000	)
Offering costs			-				-				(529,741	)			-				(529,741	)
Sale of shares to sponsor in private placement			330,000				330				3,299,670				-				3,300,000
Initial value of ordinary stock subject to possible redemption			(11,500,000	)			(11,500	)			(101,188,500	)			-				(101,200,000	)
Allocation of offering costs related to redeemable shares			-				-				5,020,172				-				5,020,172
Accretion of carrying value of redeemable shares to redemption value			-				-				(16,437,226	)			(2,382,946	)			(18,820,172	)
Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)			-				-				-				(160,910	)			(160,910	)
Net loss			-				-				-				(7,705	)			(7,705	)
Balance at June 30, 2022			3,205,000			$	3,205			$	-			$	(2,579,961	)		$	(2,576,756	)
Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)			-				-				-				(519,917	)			(519,917	)
Net income			-				-				-				409,813				409,813
Balance at September 30, 2022			3,205,000			$	3,205			$	-			$	(2,690,065	)		$	(2,686,860	)

 

For the period from May 5, 2021 (inception) to September 30, 2021

 

		Shares				Amount				Capital				Deficit				(Deficit)
		Ordinary Shares								Additional Paid In				Accumulated				Total Shareholder’s Equity
		Shares				Amount				Capital				Deficit				(Deficit)
Balance at May 5, 2021 (inception)			-			$	-			$	-			$	-			$	-
Issuance of Founder Share to Sponsor			1,437,501				1,438				23,562				-				25,000
Cancellation of Founder Share to Sponsor			(1	)			(0	)			0				-				-
Repurchase of Founder Share			(1,437,500	)			(1,438	)			(23,562	)							(25,000	)
Issuance of Founder Shares to Sponsor(1)			2,875,000				2,875				22,125				-				25,000
Net loss			-				-				-				(11,750	)			(11,750	)
Balance at June 30, 2021			2,875,000			$	2,875			$	22,125			$	(11,750	)		$	13,250
Balance			2,875,000			$	2,875			$	22,125			$	(11,750	)		$	13,250
Net loss			-				-				-				(3,900	)			(3,900	)
Net Income (loss)			-				-				-				(3,900	)			(3,900	)
Balance at September 30, 2021			2,875,000			$	2,875			$	22,125			$	(15,650	)		$	9,350
Balance			2,875,000			$	2,875			$	22,125			$	(15,650	)		$	9,350

 

(1)	Includes an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. See Note 5.

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

METAL SKY STAR ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

(Unaudited)

 

		For the nine months ended September 30, 2022				For the period from May 5, 2021 (inception) to September 30, 2021
Cash flows from operating activities:
Net income (loss)		$	398,558			$	(15,650	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned in trust account			(680,827	)			-
Amortization			78,134				-
Net changes in operating assets & liabilities:
Deferred offering costs			236,522				(114,747	)
Prepaid expenses			(157,500	)			-
Accrued offering costs			(31,550	)			26,450
Accrued expenses			78,828				-
Net cash used in operating activities			(77,835	)			(103,947	)
Cash flows from investing activities:
Investment of cash in Trust Account			(115,000,000	)			-
Net cash used in investing activities			(115,000,000	)			-
Cash flows from financing activities:
Borrowing to related party			-				300,000
Proceeds from issuance of Founder Shares to Sponsor			-				25,000
Proceeds from sale of private placement units			3,300,000
Proceeds from sale of Units			114,700,000				-
Payment of offering costs			(2,829,741	)			-
Net cash provided by financing activities			115,170,259				325,000
Net increase in cash and cash equivalents			92,424				221,053
Cash and cash equivalents at beginning of period			95,978				-
Cash and cash equivalents at end of period		$	188,402			$	221,053
Supplemental disclosure of non-cash investing and financing Activities:
Deferred offering costs included in accrued offering cost		$	-			$	26,450
Defer underwriting compensation		$	2,875,000			$	-
Initial value of ordinary stock subject to possible redemption		$	101,200,000			$	-
Reclassification of offering costs related to public shares		$	(5,020,172	)		$	-
Change in value of ordinary shares subject to redemption		$	18,820,172			$	-
Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)		$	680,827			$	-

 

The accompanying notes are an integral part of the unaudited financial statements.

 

 

METAL SKY STAR ACQUISITION CORPORATION

UNAUDITED NOTES TO FINANCIAL STATEMENTS (AS RESTATED)

 

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED)

 

Metal Sky Star Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on May 5, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

 

The Company’s efforts in identifying prospective target businesses will not be limited to a particular geographic region. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

 

The Company’s sponsor is M-Star Management Corporation, a British Virgin Islands incorporated company (the “Sponsor”). At September 30, 2022, the Company had not yet commenced any operations. All activity through September 30, 2022 relates to the Company’s formation and the proposed initial public offering (“IPO”). 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 IPO. The Company has selected December 31 as its fiscal year-end.

 

The Company will have 9 months from the closing of the IPO (or up to 21 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) to consummate a Business Combination (the “Combination Period”). If the Company fails to consummate a Business Combination within the Combination Period, it will trigger its automatic winding up, liquidation and subsequent dissolution pursuant to the terms of the Company’s 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 Law. Accordingly, no vote would be required from the Company’s shareholders to commence such a voluntary winding up, liquidation and subsequent dissolution.

 

On April 5, 2022, the Company consummated the IPO of 11,500,000 units which includes an additional 1,500,000 units as a result of the underwriters’ fully exercise of the over-allotment, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is described in Note 3.

 

The Trust Account

 

As of April 5, 2022, a total of $115,682,250 of the net proceeds from the IPO and the private placement transaction completed with the Sponsor, was deposited in a trust account established for the benefit of the Company’s public shareholders with Wilmington Trust, National Association acting as trustee. The amount of funds currently held in the trust account in excess of $115,000,000 will be transferred to the Company’s escrow cash account for use as its working capital. As of September 30, 2022 and December 31, 2021, the Company had $115,680,827 and nil held in the Wilmington Trust account respectively.

 

The funds held in the Trust Account will be invested only in United States government treasury bills, bonds or notes having a maturity of 180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in United States government treasuries. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s liquidation.

 

Liquidity

 

On April 5, 2022, the Company consummated the IPO of 11,500,000 units (including the exercise of the over-allotment option by the underwriters in the IPO) at $10.00 per unit (the “Public Units’), generating gross proceeds of $115,000,000. Each Unit consists of one ordinary share, one redeemable warrant to purchase one ordinary share (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of a Business Combination.

 

5

 

 

Simultaneously with the consummation of the IPO, the Company sold to its Sponsor 330,000 units at $10.00 per unit in a private placement generating total gross proceeds of $3,300,000 which is described in Note 4.

 

Offering costs amounted to $5,704,741 consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees, and $529,741 of other offering costs. Except for $25,000 of subscription of ordinary shares (as defined in Note 5), the Company received net proceeds of $115,682,250 from the IPO and the private placement.

 

As of September 30, 2022 and December 31, 2021, the Company had $188,402 and $95,978 of cash held in escrow for use as working capital, which excludes $115,680,827 and nil of marketable securities held in trust account and the liability for deferred underwriting commissions of $2,875,000 and nil, respectively.

 

In September 2021, the Company repurchased 1,437,500 of founder shares for $25,000. In September 2021, the Company issued 2,875,000 of founder shares for $25,000 which include an aggregate of up to 375,000 ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO.

 

The 2,875,000 founder shares (for purposes hereof referred to as the “Founder Shares”) include an aggregate of up to 375,000 ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO. On April 5, 2022, the underwriter exercised the over-allotment option in full, accordingly, no Founder Shares are subject to forfeiture.

 

Going Concern and Management Liquidity Plan

 

As of September 30, 2022, the Company had $188,402 in cash and working capital of $188,140.

 

The Company’s liquidity needs up to the closing of the IPO on April 5, 2022 had been satisfied through proceeds from notes payable and advances from related party and from the issuance of common stock.

 

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with working capital. The Company’s management plans to continue its efforts to complete a Business Combination within the Combination Period after the closing of the Initial Public Offering.

 

If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain other financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination.

 

If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

 

We have 21 months from the closing of the Initial Public Offering to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

 

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements.

 

6

 

 

Restatement on Previously Issued Financial Statements

 

In connection with the preparation of the 10-K for the year ended December 31, 2023, management of the Company identified that cash held in Trust Account (marketable securities held in Trust Account) and deferred underwriting commissions were improperly classified as current assets and current liabilities instead of noncurrent assets and noncurrent liabilities, respectively. In accordance with FASB ASC Topic 210 Balance Sheet, the fund held in the Trust Account should not be classified as current assets as it will be used for other than current operation purposes, and deferred offering commissions should not be classified as current liabilities as it will be settled out of the funds held in the Trust Account, the misclassification resulted in an overstatement of current assets and current liabilities, and an understatement of non-current assets and non-current liabilities as of April 5, 2022, June 30, 2022, September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023, respectively.

 

The following table illustrates the impact of the restatement of the cash held in Trust Account (marketable securities held in Trust Account) and deferred underwriting commissions on the Company’s balance sheets as of September 30, 2022:

 SCHEDULE OF RESTATEMENT OF CASH HELD IN TRUST ACCOUNT

As of September 30, 2022:		As Previously Reported				Adjustment				As Restated
Current assets:
Marketable securities held in Trust Account		$	115,680,827			$	(115,680,827	)		$	-
Total current assets			115,948,595				(115,680,827	)			267,768
Noncurrent assets:
Marketable securities held in Trust Account			-				115,680,827				115,680,827
Total noncurrent assets			-				115,680,827				115,680,827
Total assets			115,948,595				-				115,948,595
Current liabilities:
Deferred underwriting commissions		$	2,875,000			$	(2,875,000	)		$	-
Total current liabilities			2,954,628				(2,875,000	)			79,628
Noncurrent liabilities:
Deferred underwriting commissions			-				2,875,000				2,875,000
Total noncurrent liabilities			-				2,875,000				2,875,000
Total liabilities			2,954,628				-				2,954,628

 

7

 

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 did not have any cash equivalents as of September 30, 2022. The Company have cash held in escrow $188,402 and $95,978 as of September 30, 2022 and December 31, 2021 respectively.

 

Deferred Offering Costs

 

Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that directly related to the IPO. As of April 5, 2022, offering costs amounted to $5,704,741 consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees, and $529,741 of other offering costs. The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company allocates offering costs between public shares, public rights and public warrants based on the estimated fair values of public shares and public rights at the date of issuance.

 

8

 

 

Income Taxes

 

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

 

The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

 

Net Income (Loss) Per Share

 

Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The calculation of diluted income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,915,000 shares of ordinary shares in the aggregate. As of September 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary shares is the same as basic net income (loss) per ordinary shares for the periods presented.

 

The net income (loss) per share presented in the statement of operations is based on the following:

 SCHEDULE OF NET INCOME (LOSS) PER SHARE

Numerators:
		For the three months ended September 30, 2022								For the three months ended September 30, 2021								For the nine months ended September 30, 2022								For the Period ended from May 5, 2021 (inception) to September 30, 2021
Basic and Diluted net income (loss) per share:		Non-redeemable shares				Redeemable shares				Non-redeemable shares				Redeemable shares				Non-redeemable shares				Redeemable shares				Non-redeemable shares				Redeemable shares
Numerators:
Allocation of net losses		$	(23,998	)		$	(86,106	)		$	(3,900	)		$	-			$	(5,554,424	)		$	(13,548,017	)		$	(15,650	)		$	-
Accretion of temporary equity			-				-				-				-				-				18,820,172				-				-
Accretion of temporary equity - interest			-				519,917				-				-				-				680,827				-				-
Allocation of net income (loss)		$	(23,998	)		$	433,811			$	(3,900	)		$	-			$	(5,554,424	)		$	5,952,982			$	(15,650	)		$	-
Denominators:
Weighted-average shares outstanding			3,205,000				11,500,000				2,875,000				-				3,091,374				7,540,293				2,875,000				-
Basic and diluted net income (loss) per share		$	(0.01	)		$	0.04			$	(0.00	)		$	-			$	(1.80	)		$	0.79			$	(0.01	)		$	-

 

9

 

 

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.

 

Fair Value of Financial Instruments

 

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

 

Recently Issued Accounting Standards

 

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

 

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.

 

Because there is a possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate and our securities will trade on Nasdaq following the date of this prospectus, we may become a “covered corporation”.

 

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 financial statements.

 

Warrants

 

The Company evaluates the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both Public and Private Warrants will be classified in shareholders’ equity.

 

Ordinary Shares 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.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value (plus any interest earned on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

 

10

 

 

NOTE 3. INITIAL PUBLIC OFFERING

 

On April 5, 2022, the Company sold 11,500,000 Units (including the issuance of 1,500,000 Units as a result of the underwriter’s fully exercise of the over-allotment) at a price of $10.00 per Unit, generating gross proceeds of $115,000,000 related to the IPO. Each Unit consists of one ordinary share, one redeemable warrant (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an Initial Business Combination. Each one redeemable warrants entitle the holder thereof to purchase one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a Business Combination. No fractional shares issued upon separation of the Units, and only whole Warrants will trade.

 

The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to an additional 1,500,000 Public Units to cover over-allotments. On April 5, 2022, the underwriter exercised the over-allotment option in full to purchase 1,500,000 Public Units, at a purchase price of $10.00 per Public Unit, generating gross proceeds to the Company of $15,000,000 (see Note 7).

 

At September 30, 2022, the ordinary share reflect in the balance sheet are reconciled in the following tables:

 SCHEDULE OF ORDINARY SHARES REFLECTED IN BALANCE SHEET

Gross proceeds from public shares		$	115,000,000
Less:
Proceeds allocated to public rights			(8,510,000	)
Proceeds allocated to public warrants			(5,290,000	)
Allocation of offering costs related to ordinary shares			(5,020,172	)
Plus:
Accretion of carrying value to redemption value			18,820,172
Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on trust account)			680,827
Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account)		$	115,680,827

 

NOTE 4. PRIVATE PLACEMENT

 

The Sponsor has committed to purchase an aggregate of 300,000 Placement Units (or 330,000 Placement Units if the underwriters’ over-allotment is exercised in full) at a price of $10.00 per Placement Unit, ($3,000,000 in the aggregate, or $3,300,000 in the aggregate if the underwriters’ over-allotment is exercised in full), from the Company in a private placement that will occur simultaneously with the closing of the IPO (the “Private Placement”). On April 5, 2022, simultaneously with the consummation of the IPO transaction, the Company received Private Placement funds of $3,300,000 from the Sponsor and consummated the Private Placement transaction. The private units are identical to the Public Units sold in the IPO.

 

NOTE 5. RELATED PARTY TRANSACTIONS

 

Founder Shares

 

In May 2021, Harneys Fiduciary (Cayman) Limited transferred one ordinary share to the Sponsor for par value. On July 5, 2021 the Company redeemed the one share for par value and the Sponsor purchased 1,437,500 ordinary shares for an aggregate price of $25,000.

 

The 1,437,500 founder shares (for purposes hereof referred to as the “Founder Shares”) include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the IPO.

 

In September 2021, the Company repurchased 1,437,500 of founder shares for $25,000. In September 2021, the Company issued 2,875,000 of founder shares for $25,000 which include an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the IPO. On April 5, 2022, the underwriter exercised its over-allotment option, as a result, no Founder Shares are subject to forfeiture.

 

Administrative Services Agreement

 

The Company entered into an administrative services agreement, commencing on April 5, 2022, through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay to the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the period from April 5, 2022 through June 30, 2022, the Company incurred $28,333 in fees for these services. For the three months ended as of September 30, 2022, the Company incurred $30,000 in fees for these services. For the nine months ended as of September 30, 2022, the Company incurred $58,333 in fees for these services.

 

Promissory Note — Related Party

 

On June 15, 2021, 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 (the “Promissory Note”). On December 15, 2021, Company amended the Promissory Note to extend the due date. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the IPO. As of September 30, 2022, the principal amount due and owing under the Promissory Note was nil, which was paid off as of April 5, 2022. As of December 31, 2021, the principal amount due and owing under the Promissory Notes was $300,000.

 

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NOTE 6. COMMITMENTS AND CONTINGENCIES (AS RESTATED)

 

Risks and Uncertainties

 

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

In the beginning of February 2022, the Russian Federation and Belarus commenced a military action against the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements.

 

On August 16, 2022, 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 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.

 

Because there is a possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate and our securities will trade on Nasdaq following the date of this prospectus, we may become a “covered corporation”.

 

Registration Rights

 

The holders of the Founder Shares will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a 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.

 

Underwriting Agreement

 

On August 10, 2021, the Company engaged Ladenburg Thalmann & Co. Inc. as its underwriter. The Company will grant the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the IPO price, less the underwriting discounts and commissions.

 

Ladenburg Thalmann has agreed to revise the warrant agreement that the warrant is exercisable on the later of one year after the closing of this offering or the consummation of an initial business combination.

 

The underwriters will be entitled to a cash underwriting discount of: (i) two percent (2.0150%) of the gross proceeds of the IPO, or $2,000,000 (or up to $2,300,000 if the underwriters’ over-allotment is exercised in full). In addition, the underwriters are entitled to a deferred fee of two and one half percent (2.50%) of the gross proceeds of the IPO, or $2,500,000 (or up to $2,875,000 if the underwriters’ over- allotment is exercised in full) upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. As of September 30, 2022 and December 31, 2021, the Company have deferred underwriting commissions $2,875,000 and nil as noncurrent liabilities.

 

Professional Fees

 

The Company has paid professional fees of $25,000 upon initial filing with the SEC of the registration statement for the public offering, and $150,000 at the closing of the public offering as of April 5, 2022. The Company enter into the agreement with monthly retainer of $5,000 starting form April 1, 2022. As of September 30, 2022, the Company incurred $30,000 in fees for these services.

 

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NOTE 7. SHAREHOLDER’S EQUITY

 

Ordinary Shares

 

The Company is authorized to issue 50,000,000 ordinary shares, with a par value of $0.001 per share. Holders of the ordinary shares are entitled to one vote for each ordinary share. At April 5, 2022, there was 3,205,000 ordinary shares issued and outstanding, excluding 11,500,000 ordinary shares subject to possible redemption. The Sponsor has agreed to forfeit 375,000 ordinary shares to the extent that the over-allotment option is not exercised in full by the underwriter. On April 5, 2022, the underwriter fully exercised the over-allotment option, as such there are no ordinary shares subject to forfeiture.

 

Warrants

 

Each warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share commencing 30 days after the completion of its initial business combination and expiring five years from after the completion of an initial business combination. No fractional warrant will be issued and only whole warrants will trade. The Company may redeem the warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $18.00 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants during the 30 day redemption period. If a registration statement is not effective within 60 days following the consummation of a business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

 

In addition, if (a) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (c) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the ordinary shares that triggers the Company’s right to redeem the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.

 

The Company complies with ASC 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.

 

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 

Level 2: Observable inputs other than Level inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

 

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

 

At September 30, 2022, assets held in the trust account were entirely comprised of marketable securities.

 

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The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

 SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Assets September 30, 2022		Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Marketable Securities held in Trust Account		$	115,680,827			$	-			$	-

 

Assets December 31, 2021

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Other Unobservable Inputs (Level 3)

Marketable Securities held in Trust Account

$

-

$

-

$

-

 

NOTE 8. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to November 8, 2022, the date the financial statements were available to issue. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Metal Sky Star Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to M-Star Management Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

 

Special Note Regarding Forward-Looking Statements

 

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Overview

 

We are a blank check company incorporated in the Cayman Islands on May 5, 2021 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Units, our shares, debt or a combination of cash, shares and debt.

 

We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

 

Results of Operations

 

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through September 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

 

For the nine months ended September 30, 2022 and period ended form May 5, 2021 (inception) to September 30, 2021, we had a net income of $398,558 and net loss of $15,650, respectively, which consists of operating costs of $282,269 and $15,650, interest income of $680,827 and nil.

 

For the three months ended September 30, 2022 and 2021, we had a net income of $409,813 and net loss of $3,900, which consists of operating costs of $110,104 and $3,900, interest income of $519,917 and nil.

 

 

Liquidity and Capital Resources

 

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.

 

On April 5, 2022, the Company consummated the IPO of 11,500,000 units (including the exercise of the over-allotment option by the underwriters in the IPO) at $10.00 per unit (the “Public Units’), generating gross proceeds of $115,000,000. Each Unit consists of one ordinary share, one redeemable warrant to purchase one ordinary share (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of a Business Combination. Simultaneously with the IPO, the Company sold to its Sponsor 330,000 units at $10.00 per unit in a private placement generating total gross proceeds of $3,300,000. Offering costs amounted to $5,704,741 consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees, and $529,741 of other offering costs. Except for $25,000 of subscription of ordinary shares, the Company received net proceeds of $115,682,250 from the IPO and the private placement.

 

For the nine months ended September 30, 2022 and period ended from May 5, 2021 (inception) to September 30, 2021, net cash used in operating activities was $77,835 and $103,947, respectively.

 

For the nine months ended September 30, 2022 and period ended from May 5, 2021 (inception) to September 30, 2021, net cash used in investing activities was $115,000,000 and nil, respectively.

 

For the nine months ended September 30, 2022 and period ended from May 5, 2021 (inception) to September 30, 2021, net cash provided by financing activities was $115,170,259 and $325,000, respectively.

 

We intend to use substantially all of the funds held in the trust account established for the benefit of the public shareholders, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

 

We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

 

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may loan us funds as may be required. Such Working Capital Loans would be evidenced by promissory notes. If we complete a Business Combination, we may repay such notes out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such notes, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of notes may be convertible into units, at a price of $10.00 per unit, at the option of the lender. The units would be identical to the Private Units.

 

We believe we will need to raise additional funds in order to meet the expenditures required for operating our business. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

 

On May 6, 2022, the Company received a Commitment Letter from our Sponsor. The Commitment Letter states that our Sponsor or its affiliated entities will provide additional capital as required to the Company in the range of $500,000 to $800,000 for the Company’s operations as needed through May 31, 2023. The Company has not requested or used any of the funds available as of November 8, 2022.

 

 

Off-Balance Sheet Financing Arrangements

 

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of September 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

 

Contractual Obligations

 

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for certain general and administrative services, including office space, utilities and administrative services, provided to the Company. We began incurring these fees on April 5, 2022 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.

 

The underwriters are entitled to a deferred fee of two and one-half percent (2.5%) of the gross proceeds of the Initial Public Offering, or $2,500,000 (or $2,875,000 if the underwriters’ over-allotment option is exercised in full). The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

 

Critical Accounting Policies

 

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

 

Warrants

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

 

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

 

Ordinary Shares Subject to Possible Redemption

 

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value (plus any interest earned on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

 

 

Net Income (Loss) Per Ordinary Share

 

We apply the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Our net income (loss) is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the earnings of the Trust Account and not our income or losses.

 

Recent accounting standards

 

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our interim condensed financial statements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As of September 30, 2022, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in certain U.S. government securities with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2022. Based upon their evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of September 30, 2022.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

 

We have identified a material weakness in our internal control over financial reporting as of September 30, 2022, relating to ineffective review and approval procedures over journal entries and financial statement preparation which resulted in errors not being timely identified in prior period financial statements, such as the misclassification of the trust account balance and deferred underwriting commissions payable as current assets and current liabilities instead of non-current assets and non-current liabilities, respectively. We concluded that the failure to timely identify such accounting errors constituted material weakness as defined in the SEC regulations. As such, management determined that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of September 30, 2022.

 

To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over the time, and we can offer no assurance that these initiatives will ultimately have the intended effects, or that any additional material weaknesses or of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

 

Changes in Internal Control Over Financial Reporting

 

During the most recently completed fiscal quarter, other than as discussed above, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

 

ITEM 1A. RISK FACTORS

 

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus for our Initial Public Offering filed with the SEC on April 4, 2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as described herein, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial Public Offering filed with the SEC on April 4, 2022.

 

The Company has identified material weaknesses in its internal control over financial reporting. Failure to remediate, improve and maintain the quality of internal control over financial reporting could result in material misstatements in the Company’s financial statements and could materially and adversely affect the Company’s ability to provide timely and accurate financial information about the Company, which could harm the Company’s reputation and share price.

 

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, the Company’s management is required to report on, and the Company’s independent registered public accounting firm is required to attest to, the effectiveness of the Company’s internal control over financial reporting. The rules governing the standards that must be met for management to assess the Company’s internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Annually, the Company’s management performs activities that include reviewing, documenting and testing the Company’s internal control over financial reporting. In addition, if the Company fails to maintain the adequacy of its internal control over financial reporting, the Company’s management will not be able to conclude on an ongoing basis that the Company maintains effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

 

In connection with the preparation of the financial statements for the year ended December 31, 2023, management, with the assistance of its independent registered public accounting firm, identified deficiencies in the Company’s internal control over financial reporting. Management then concluded, with the oversight of the Company’s Audit Committee, that such deficiencies represent material weaknesses in the Company’s internal control over financial reporting even though these material weaknesses did not result in any material errors or any restatement of the Company’s previously reported financial results. For further discussion of these material weaknesses, see “Item 4, Controls and Procedures.” A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management cannot be certain that other deficiencies or material weaknesses will not arise or be identified or that the Company will be able to correct and maintain adequate controls over financial processes and reporting in the future.

 

Management and the Company’s Audit Committee are committed to achieving and maintaining a strong internal control environment and are currently evaluating remediation efforts that will be designed and implemented to enhance the Company’s control environment. The identified material weaknesses in internal control and procedures will only be considered remediated when the relevant controls have operated effectively for a sufficient period of time for management to conclude that they have been remediated.

 

The Company believes that it will be successful in remediating the material weaknesses identified by management, although there can be no assurances in this regard. In addition, in the future, the Company may be unable to identify and remediate additional control deficiencies, including material weaknesses. If not successfully remediated, the Company’s failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in, or restatements of, the Company’s financial statements, could cause the Company to fail to meet its reporting obligations and/or could cause investors to lose confidence in the Company’s reported financial information, which could adversely affect the trading price of the Company’s common stock and harm the Company’s reputation. In addition, such failures could result in violations of applicable securities laws, an inability to meet Nasdaq listing requirements, a default in covenants under the Company’s credit facilities, and/or exposure to lawsuits, investigations or other legal proceedings.

 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

In September 2021, our Sponsor purchased an aggregate of 2,875,000 ordinary shares for an aggregate offering price of $25,000, which include an aggregate of up to 375,000 ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part. On April 5, 2022, the underwriter exercised the over-allotment option in full, so there are no Founder Shares subject to forfeiture. Such securities were issued in connection with our organization pursuant to exemption from registration contained in section 4(a)(2) of the Securities Act. Our Sponsor is an accredited investor for purposes of Rule 501 of Regulation D.

 

In addition, at the time of the Initial Public Offering completed on April 5, 2022, the Company consummated the Private Placement of 330,000 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit, with M-Star Management Corporation, British Virgin Islands exempted company (the “Sponsor”), pursuant to a Private Placement Unit Purchase Agreement by and between the Company and the Sponsor. The Private Placement generated aggregate gross proceeds of $3,300,000 (inclusive of $300,000 in cancellation of indebtedness). These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.

 

Use of Proceeds

 

On April 5, 2022, we consummated the Initial Public Offering consisting of 11,500,000 Public Units, including 1,500,000 Public Units as a result of the underwriter’s exercise in full of their over-allotment option. Each Public Unit consists of one Ordinary Share, $0.001 par value, one right to receive one-tenth (1/10^th) of an Ordinary Share upon the consummation of the Company’s initial business combination, and one redeemable Public Warrant. Each Public Warrant is exercisable for one Ordinary Share at a price of $11.50 per share. The Public Units were sold at an offering price of $10.00 per unit, and the Initial Public Offering generated aggregate gross proceeds of $115,000,000.

 

Simultaneously with the consummation of the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 330,000 Private Placement Units the Sponsor, at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $3,300,000 (inclusive of $300,000 in cancellation of indebtedness).

 

As of April 5, 2022, a total of $115,682,250 of the net proceeds from the IPO and the private placement transaction completed with the Sponsor, was deposited in a trust account established for the benefit of the Company’s public shareholders with Wilmington Trust, National Association acting as trustee. Following the closing, the funds deposited in the trust account in excess of $115,000,000 were transferred to the Company’s escrow cash account for use as its working capital.

 

 

The Sponsor previously loaned us the sum of $300,000, evidenced by a note dated June 15, 2021. On December 15, 2021, Company amended the Promissory Note to extend the due date. The Promissory Note was non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the Initial Public Offering. The loan was repaid and $300,000 was allocated to the payment of offering expense. The loan was repaid through the offset of the purchase price for a portion of the Private Placement Units at the closing of our Initial Public Offering.

 

Offering costs amounted to $5,704,741 consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees, and $529,741 of other offering costs. We received net proceeds of $115,682,250 from the IPO and the private placement. The net proceeds from our IPO available to us out of trust for our working capital requirements in searching for a Business Combination and for working capital requirements are approximately $682,500.

 

The funds held in trust has been invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, so that we are not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or our redemption of 100% of the outstanding Public Shares if we have not completed a Business Combination in the required time period. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which we complete a Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

 

We intend to use the proceeds held outside of trust for legal, accounting and other expenses of structuring and negotiating Business Combinations, due diligence of prospective target businesses, legal and accounting fees related to SEC reporting obligations, our monthly office rent, as well as for reimbursement of any out-of-pocket expenses incurred by our founders, officers and directors in connection with activities on our behalf as described above.

 

Officers, directors and founders will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and Business Combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Our audit committee will review and approve all reimbursements and payments made to our founders, officers, directors or our or their respective affiliates, with any interested director abstaining from such review and approval. There is no limit on the amount of such expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the Trust Account, such expenses would not be reimbursed by us unless we consummate an Initial Business Combination. Since the role of present Management after a Business Combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after a Business Combination.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

On May 6, 2022, the Company received a Commitment Letter from our Sponsor. The Commitment Letter states that our Sponsor or its affiliated entities will provide additional capital as required to the Company in the range of $500,000 to $800,000 for the Company’s operations as needed through May 31, 2023.

 

 

ITEM 6. EXHIBITS.

 

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Date File (Embedded within the Inline XBRL document and included in Exhibit 101).

 

*	Filed herewith.
**	Furnished.

 

 

SIGNATURES

 

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	METAL SKY STAR ACQUISITION CORPORATION
Date: July 26, 2024		/s/ Wenxi He
	Name:	Wenxi He
	Title:	Chief Executive Officer
Date: July 26, 2024		/s/ Wenxi He
	Name:	Wenxi He
	Title:	Chief Financial Officer

 

 

 

Exhibit 31.1

 

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302

 

I, Wenxi He, certify that:

 

1. I have reviewed this Amendment No.1 to the quarterly report on 10-Q of Metal Sky Star Acquisition Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: July 26, 2024	By:	/s/ Wenxi He
		Wenxi He
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

 

 

 

Exhibit 31.2

 

CERTIFICATIONS OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302

 

I, Wenxi He, certify that:

 

1. I have reviewed this Amendment No.1 to the quarterly report on Form 10-Q of Metal Sky Star Acquisition Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: July 26, 2024	By:	/s/ Wenxi He
		Wenxi He Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with this Amendment No.1 to the quarterly report on From 10-Q of Metal Sky Star Acquisition Corporation (the “Company”) for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

Date: July 26, 2024	By:	/s/ Wenxi He
		Wenxi He
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with this Amendment No.1 to the quarterly report on From 10-Q of Metal Sky Star Acquisition Corporation (the “Company”) for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

Date: July 26, 2024	By:	/s/ Wenxi He
		Wenxi He Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

v3.24.2

Cover - shares	9 Months Ended
	Sep. 30, 2022	Jul. 26, 2024	Nov. 08, 2022
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	Metal Sky Star Acquisition Corporation (the “Company”, “we”, “our”, or “us”) is filing this Amendment No. 1 to its Quarter Report on Form 10-Q/A (the “Amendment”) to amend its Quarter Report on Form 10-Q for the quarter ended September 30, 2022 (the “Q3 2022 Form 10-Q”), as filed with the Securities and Exchange Commission on November 8, 2022, to (i) restate its financial statements as of and for the quarter ended September 30, 2022, which should no longer be relied on and being restated herein; and (ii) describe the restatement and its impact on previously reported amounts.
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-41344
Entity Registrant Name	METAL SKY STAR ACQUISITION CORPORATION
Entity Central Index Key	0001882464
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	132 West 31st Street
Entity Address, Address Line Two	First Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	(332)
Local Phone Number	237-6141
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		6,407,416	14,705,000
Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right
Title of 12(b) Security	Units, each consisting of one Ordinary Share, $0.001 par value, one redeemable warrant, and one right
Trading Symbol	MSSAU
Security Exchange Name	NASDAQ
Ordinary Shares, $0.001 par value
Title of 12(b) Security	Ordinary Shares, $0.001 par value
Trading Symbol	MSSA
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share
Trading Symbol	MSSAW
Security Exchange Name	NASDAQ
Rights to receive one-tenth (1/10
Title of 12(b) Security	Rights to receive one-tenth (1/10th) of one Ordinary Share
Trading Symbol	MSSAR
Security Exchange Name	NASDAQ

v3.24.2

Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash in escrow	$ 188,402	$ 95,978
Prepaid insurance	79,366
Deferred offering cost		236,522
Total current assets	267,768	332,500
Noncurrent assets:
Marketable securities held in trust account	115,680,827
Total noncurrent assets	115,680,827
TOTAL ASSETS	115,948,595	332,500
Current liabilities:
Accrued expenses	79,628	800
Accrued offering costs		31,550
Promissory note- related party		300,000
Total current liabilities	79,628	332,350
Noncurrent liabilities:
Deferred underwriting commissions	2,875,000
Total noncurrent liabilities	2,875,000
Total liabilities	2,954,628	332,350
Commitments and contingencies (Note 6)
Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value $10.06 per value at September 30, 2022	115,680,827
Shareholder’s (Deficit) Equity:
Ordinary shares, $0.001 par value; 50,000,000 shares authorized; 3,205,000 and 2,875,000 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively, excluding 11,500,000 shares subject to possible redemption at September 30, 2022.	3,205	2,875
Additional paid-in capital		22,125
Accumulated deficit	(2,690,065)	(24,850)
Total Shareholder’s (Deficit) Equity	(2,686,860)	150
TOTAL LIABILITIES AND SHAREHOLDER’S (DEFICIT) EQUITY	$ 115,948,595	$ 332,500

v3.24.2

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Temporary equity, shares outstanding	11,500,000	11,500,000
Temporary equity, redemption price per share	$ 10.0	$ 10.0
Ordinary shares, par value	$ 0.001	$ 0.001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	3,205,000	2,875,000
Ordinary shares, shares outstanding	3,205,000	2,875,000

v3.24.2

Statement of Operations (Unaudited) - USD ($)	3 Months Ended		5 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Formation and operational costs	$ 110,104	$ 3,900	$ 15,650	$ 282,269
Loss from operation costs	110,104	3,900	15,650	282,269
Other (income) expenses:
Interest income	519,917			680,827
Total other income	519,917			680,827
Income (loss) before income taxes	409,813	(3,900)	(15,650)	398,558
Net income (loss)	$ 409,813	$ (3,900)	$ (15,650)	$ 398,558
Ordinary Shares Subject to Possible Redemption [Member]
Other (income) expenses:
Basic weighted average shares outstanding	11,500,000			7,540,293
Diluted weighted average shares outstanding	11,500,000			7,540,293
Basic net income loss per share	$ 0.04			$ 0.79
Diluted net income loss per share	$ 0.04			$ 0.79
Ordinary Shares Not Subject To Possible Redemption [Member]
Other (income) expenses:
Basic weighted average shares outstanding	3,205,000	2,875,000	2,875,000	3,091,374
Diluted weighted average shares outstanding	3,205,000	2,875,000	2,875,000	3,091,374
Basic net income loss per share	$ (0.01)	$ (0.00)	$ (0.01)	$ (1.80)
Diluted net income loss per share	$ (0.01)	$ (0.00)	$ (0.01)	$ (1.80)

v3.24.2

Statements of Changes in Shareholder's (Deficit) Equity (Unaudited) - USD ($)		Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at May. 04, 2021
Balance, Shares at May. 04, 2021
Net Income (loss)				(11,750)	(11,750)
Issuance of Founder Share to Sponsor		$ 1,438	23,562		25,000
Issuance of Founder Share to Sponsor, shares		1,437,501
Cancellation of Founder Share to Sponsor		$ (0)	0
Cancellation of Founder Share to Sponsor, shares		(1)
Repurchase of Founder Share		$ (1,438)	(23,562)		(25,000)
Repurchase of Founder Share, shares		(1,437,500)
Issuance of Founder Shares to Sponsor	[1]	$ 2,875	22,125		25,000
Issuance of Founder Shares to Sponsor, shares	[1]	2,875,000
Balance at Jun. 30, 2021		$ 2,875	22,125	(11,750)	13,250
Balance, Shares at Jun. 30, 2021		2,875,000
Net Income (loss)				(3,900)	(3,900)
Balance at Sep. 30, 2021		$ 2,875	22,125	(15,650)	9,350
Balance, Shares at Sep. 30, 2021		2,875,000
Balance at Dec. 31, 2021		$ 2,875	22,125	(24,850)	150
Balance, Shares at Dec. 31, 2021		2,875,000
Net Income (loss)				(3,550)	(3,550)
Balance at Mar. 31, 2022		$ 2,875	22,125	(28,400)	(3,400)
Balance, Shares at Mar. 31, 2022		2,875,000
Net Income (loss)				(7,705)	(7,705)
Issuance of public shares at initial public offering		$ 11,500	114,988,500		115,000,000
Issuance of public shares at initial public offering, shares		11,500,000
Underwriters’ Discount			(5,175,000)		(5,175,000)
Offering costs			(529,741)		(529,741)
Sale of shares to sponsor in private placement		$ 330	3,299,670		3,300,000
Sale of shares to sponsor in private placement, shares		330,000
Initial value of ordinary stock subject to possible redemption		$ (11,500)	(101,188,500)		(101,200,000)
Initial value of ordinary stock subject to possible redemption, shares		(11,500,000)
Allocation of offering costs related to redeemable shares			5,020,172		5,020,172
Accretion of carrying value of redeemable shares to redemption value			(16,437,226)	(2,382,946)	(18,820,172)
Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)				(160,910)	(160,910)
Balance at Jun. 30, 2022		$ 3,205		(2,579,961)	(2,576,756)
Balance, Shares at Jun. 30, 2022		3,205,000
Net Income (loss)				409,813	409,813
Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)				(519,917)	(519,917)
Balance at Sep. 30, 2022		$ 3,205		$ (2,690,065)	$ (2,686,860)
Balance, Shares at Sep. 30, 2022		3,205,000
[1] Includes an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. See Note 5.

v3.24.2

Statements of Changes in Shareholder's (Deficit) Equity (Unaudited) (Parenthetical)	5 Months Ended
	Sep. 30, 2021 shares
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Ordinary shares subject to forfeiture	375,000

v3.24.2

Statement of Cash Flows (Unaudited) - USD ($)	5 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ (15,650)	$ 398,558
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned in trust account		(680,827)
Amortization		78,134
Net changes in operating assets & liabilities:
Deferred offering costs	(114,747)	236,522
Prepaid expenses		(157,500)
Accrued offering costs	26,450	(31,550)
Accrued expenses		78,828
Net cash used in operating activities	(103,947)	(77,835)
Cash flows from investing activities:
Investment of cash in Trust Account		(115,000,000)
Net cash used in investing activities		(115,000,000)
Cash flows from financing activities:
Borrowing to related party	300,000
Proceeds from issuance of Founder Shares to Sponsor	25,000
Proceeds from sale of private placement units		3,300,000
Proceeds from sale of Units		114,700,000
Payment of offering costs		(2,829,741)
Net cash provided by financing activities	325,000	115,170,259
Net increase in cash and cash equivalents	221,053	92,424
Cash and cash equivalents at beginning of period		95,978
Cash and cash equivalents at end of period	221,053	188,402
Supplemental disclosure of non-cash investing and financing Activities:
Deferred offering costs included in accrued offering cost	26,450
Defer underwriting compensation		2,875,000
Initial value of ordinary stock subject to possible redemption		101,200,000
Reclassification of offering costs related to public shares		(5,020,172)
Change in value of ordinary shares subject to redemption		18,820,172
Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)		$ 680,827

v3.24.2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED)	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED)   Metal Sky Star Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on May 5, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).   The Company’s efforts in identifying prospective target businesses will not be limited to a particular geographic region. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.   The Company’s sponsor is M-Star Management Corporation, a British Virgin Islands incorporated company (the “Sponsor”). At September 30, 2022, the Company had not yet commenced any operations. All activity through September 30, 2022 relates to the Company’s formation and the proposed initial public offering (“IPO”). 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 IPO. The Company has selected December 31 as its fiscal year-end.   The Company will have 9 months from the closing of the IPO (or up to 21 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) to consummate a Business Combination (the “Combination Period”). If the Company fails to consummate a Business Combination within the Combination Period, it will trigger its automatic winding up, liquidation and subsequent dissolution pursuant to the terms of the Company’s 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 Law. Accordingly, no vote would be required from the Company’s shareholders to commence such a voluntary winding up, liquidation and subsequent dissolution.   On April 5, 2022, the Company consummated the IPO of 11,500,000 units which includes an additional 1,500,000 units as a result of the underwriters’ fully exercise of the over-allotment, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is described in Note 3.   The Trust Account   As of April 5, 2022, a total of $115,682,250 of the net proceeds from the IPO and the private placement transaction completed with the Sponsor, was deposited in a trust account established for the benefit of the Company’s public shareholders with Wilmington Trust, National Association acting as trustee. The amount of funds currently held in the trust account in excess of $115,000,000 will be transferred to the Company’s escrow cash account for use as its working capital. As of September 30, 2022 and December 31, 2021, the Company had $115,680,827 and nil held in the Wilmington Trust account respectively.   The funds held in the Trust Account will be invested only in United States government treasury bills, bonds or notes having a maturity of 180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in United States government treasuries. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s liquidation.   Liquidity   On April 5, 2022, the Company consummated the IPO of 11,500,000 units (including the exercise of the over-allotment option by the underwriters in the IPO) at $10.00 per unit (the “Public Units’), generating gross proceeds of $115,000,000. Each Unit consists of one ordinary share, one redeemable warrant to purchase one ordinary share (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of a Business Combination.     Simultaneously with the consummation of the IPO, the Company sold to its Sponsor 330,000 units at $10.00 per unit in a private placement generating total gross proceeds of $3,300,000 which is described in Note 4.   Offering costs amounted to $5,704,741 consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees, and $529,741 of other offering costs. Except for $25,000 of subscription of ordinary shares (as defined in Note 5), the Company received net proceeds of $115,682,250 from the IPO and the private placement.   As of September 30, 2022 and December 31, 2021, the Company had $188,402 and $95,978 of cash held in escrow for use as working capital, which excludes $115,680,827 and nil of marketable securities held in trust account and the liability for deferred underwriting commissions of $2,875,000 and nil, respectively.   In September 2021, the Company repurchased 1,437,500 of founder shares for $25,000. In September 2021, the Company issued 2,875,000 of founder shares for $25,000 which include an aggregate of up to 375,000 ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO.   The 2,875,000 founder shares (for purposes hereof referred to as the “Founder Shares”) include an aggregate of up to 375,000 ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding ordinary shares after the IPO. On April 5, 2022, the underwriter exercised the over-allotment option in full, accordingly, no Founder Shares are subject to forfeiture.   Going Concern and Management Liquidity Plan   As of September 30, 2022, the Company had $188,402 in cash and working capital of $188,140.   The Company’s liquidity needs up to the closing of the IPO on April 5, 2022 had been satisfied through proceeds from notes payable and advances from related party and from the issuance of common stock.   In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with working capital. The Company’s management plans to continue its efforts to complete a Business Combination within the Combination Period after the closing of the Initial Public Offering.   If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain other financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination.   If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.   We have 21 months from the closing of the Initial Public Offering to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.   In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements.     Restatement on Previously Issued Financial Statements   In connection with the preparation of the 10-K for the year ended December 31, 2023, management of the Company identified that cash held in Trust Account (marketable securities held in Trust Account) and deferred underwriting commissions were improperly classified as current assets and current liabilities instead of noncurrent assets and noncurrent liabilities, respectively. In accordance with FASB ASC Topic 210 Balance Sheet, the fund held in the Trust Account should not be classified as current assets as it will be used for other than current operation purposes, and deferred offering commissions should not be classified as current liabilities as it will be settled out of the funds held in the Trust Account, the misclassification resulted in an overstatement of current assets and current liabilities, and an understatement of non-current assets and non-current liabilities as of April 5, 2022, June 30, 2022, September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023, respectively.   The following table illustrates the impact of the restatement of the cash held in Trust Account (marketable securities held in Trust Account) and deferred underwriting commissions on the Company’s balance sheets as of September 30, 2022:  SCHEDULE OF RESTATEMENT OF CASH HELD IN TRUST ACCOUNT As of September 30, 2022:   As Previously Reported     Adjustment     As Restated   Current assets:                         Marketable securities held in Trust Account   $ 115,680,827     $ (115,680,827 )   $ -   Total current assets     115,948,595       (115,680,827 )     267,768   Noncurrent assets:                         Marketable securities held in Trust Account     -       115,680,827       115,680,827   Total noncurrent assets     -       115,680,827       115,680,827   Total assets     115,948,595       -       115,948,595                             Current liabilities:                         Deferred underwriting commissions   $ 2,875,000     $ (2,875,000 )   $ -   Total current liabilities     2,954,628       (2,875,000 )     79,628   Noncurrent liabilities:                         Deferred underwriting commissions     -       2,875,000       2,875,000   Total noncurrent liabilities     -       2,875,000       2,875,000   Total liabilities     2,954,628       -       2,954,628

v3.24.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation   The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.   Use of Estimates   The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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 did not have any cash equivalents as of September 30, 2022. The Company have cash held in escrow $188,402 and $95,978 as of September 30, 2022 and December 31, 2021 respectively.   Deferred Offering Costs   Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that directly related to the IPO. As of April 5, 2022, offering costs amounted to $5,704,741 consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees, and $529,741 of other offering costs. The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company allocates offering costs between public shares, public rights and public warrants based on the estimated fair values of public shares and public rights at the date of issuance.     Income Taxes   The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.   ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.   The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.   The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.   Net Income (Loss) Per Share   Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The calculation of diluted income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,915,000 shares of ordinary shares in the aggregate. As of September 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary shares is the same as basic net income (loss) per ordinary shares for the periods presented.   The net income (loss) per share presented in the statement of operations is based on the following:  SCHEDULE OF NET INCOME (LOSS) PER SHARE Numerators:                                                                     For the three months ended September 30, 2022     For the three months ended September 30, 2021     For the nine months ended September 30, 2022     For the Period ended from May 5, 2021 (inception) to September 30, 2021   Basic and Diluted net income (loss) per share:   Non-redeemable shares     Redeemable shares     Non-redeemable shares     Redeemable shares     Non-redeemable shares     Redeemable shares     Non-redeemable shares     Redeemable shares   Numerators:                                                                 Allocation of net losses   $ (23,998 )   $ (86,106 )   $ (3,900 )   $ -     $ (5,554,424 )   $ (13,548,017 )   $ (15,650 )   $ -   Accretion of temporary equity     -       -       -       -       -       18,820,172       -       -   Accretion of temporary equity - interest     -       519,917       -       -       -       680,827       -       -   Allocation of net income (loss)   $ (23,998 )   $ 433,811     $ (3,900 )   $ -     $ (5,554,424 )   $ 5,952,982     $ (15,650 )   $ -                                                                     Denominators:                                                                 Weighted-average shares outstanding     3,205,000       11,500,000       2,875,000       -       3,091,374       7,540,293       2,875,000       -   Basic and diluted net income (loss) per share   $ (0.01 )   $ 0.04     $ (0.00 )   $ -     $ (1.80 )   $ 0.79     $ (0.01 )   $ -       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.   Fair Value of Financial Instruments   The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.   Recently Issued Accounting Standards   In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.   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.   Because there is a possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate and our securities will trade on Nasdaq following the date of this prospectus, we may become a “covered corporation”.   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 financial statements.   Warrants   The Company evaluates the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both Public and Private Warrants will be classified in shareholders’ equity.   Ordinary Shares 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.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value (plus any interest earned on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

v3.24.2

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2022
Regulated Operations [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING   On April 5, 2022, the Company sold 11,500,000 Units (including the issuance of 1,500,000 Units as a result of the underwriter’s fully exercise of the over-allotment) at a price of $10.00 per Unit, generating gross proceeds of $115,000,000 related to the IPO. Each Unit consists of one ordinary share, one redeemable warrant (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive one-tenth (1/10) of an ordinary share upon the consummation of an Initial Business Combination. Each one redeemable warrants entitle the holder thereof to purchase one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a Business Combination. No fractional shares issued upon separation of the Units, and only whole Warrants will trade.   The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to an additional 1,500,000 Public Units to cover over-allotments. On April 5, 2022, the underwriter exercised the over-allotment option in full to purchase 1,500,000 Public Units, at a purchase price of $10.00 per Public Unit, generating gross proceeds to the Company of $15,000,000 (see Note 7).   At September 30, 2022, the ordinary share reflect in the balance sheet are reconciled in the following tables:  SCHEDULE OF ORDINARY SHARES REFLECTED IN BALANCE SHEET           Gross proceeds from public shares   $ 115,000,000   Less:         Proceeds allocated to public rights     (8,510,000 ) Proceeds allocated to public warrants     (5,290,000 ) Allocation of offering costs related to ordinary shares     (5,020,172 ) Plus:         Accretion of carrying value to redemption value     18,820,172   Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on trust account)     680,827   Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account)   $ 115,680,827

v3.24.2

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2022
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT   The Sponsor has committed to purchase an aggregate of 300,000 Placement Units (or 330,000 Placement Units if the underwriters’ over-allotment is exercised in full) at a price of $10.00 per Placement Unit, ($3,000,000 in the aggregate, or $3,300,000 in the aggregate if the underwriters’ over-allotment is exercised in full), from the Company in a private placement that will occur simultaneously with the closing of the IPO (the “Private Placement”). On April 5, 2022, simultaneously with the consummation of the IPO transaction, the Company received Private Placement funds of $3,300,000 from the Sponsor and consummated the Private Placement transaction. The private units are identical to the Public Units sold in the IPO.

v3.24.2

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS   Founder Shares   In May 2021, Harneys Fiduciary (Cayman) Limited transferred one ordinary share to the Sponsor for par value. On July 5, 2021 the Company redeemed the one share for par value and the Sponsor purchased 1,437,500 ordinary shares for an aggregate price of $25,000.   The 1,437,500 founder shares (for purposes hereof referred to as the “Founder Shares”) include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the IPO.   In September 2021, the Company repurchased 1,437,500 of founder shares for $25,000. In September 2021, the Company issued 2,875,000 of founder shares for $25,000 which include an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the IPO. On April 5, 2022, the underwriter exercised its over-allotment option, as a result, no Founder Shares are subject to forfeiture.   Administrative Services Agreement   The Company entered into an administrative services agreement, commencing on April 5, 2022, through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay to the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the period from April 5, 2022 through June 30, 2022, the Company incurred $28,333 in fees for these services. For the three months ended as of September 30, 2022, the Company incurred $30,000 in fees for these services. For the nine months ended as of September 30, 2022, the Company incurred $58,333 in fees for these services.   Promissory Note — Related Party   On June 15, 2021, 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 (the “Promissory Note”). On December 15, 2021, Company amended the Promissory Note to extend the due date. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the IPO. As of September 30, 2022, the principal amount due and owing under the Promissory Note was nil, which was paid off as of April 5, 2022. As of December 31, 2021, the principal amount due and owing under the Promissory Notes was $300,000.

v3.24.2

COMMITMENTS AND CONTINGENCIES (AS RESTATED)	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES (AS RESTATED)	NOTE 6. COMMITMENTS AND CONTINGENCIES (AS RESTATED)   Risks and Uncertainties   Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.   In the beginning of February 2022, the Russian Federation and Belarus commenced a military action against the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements.   On August 16, 2022, 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 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.   Because there is a possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate and our securities will trade on Nasdaq following the date of this prospectus, we may become a “covered corporation”.   Registration Rights   The holders of the Founder Shares will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a 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.   Underwriting Agreement   On August 10, 2021, the Company engaged Ladenburg Thalmann & Co. Inc. as its underwriter. The Company will grant the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the IPO price, less the underwriting discounts and commissions.   Ladenburg Thalmann has agreed to revise the warrant agreement that the warrant is exercisable on the later of one year after the closing of this offering or the consummation of an initial business combination.   The underwriters will be entitled to a cash underwriting discount of: (i) two percent (2.0150%) of the gross proceeds of the IPO, or $2,000,000 (or up to $2,300,000 if the underwriters’ over-allotment is exercised in full). In addition, the underwriters are entitled to a deferred fee of two and one half percent (2.50%) of the gross proceeds of the IPO, or $2,500,000 (or up to $2,875,000 if the underwriters’ over- allotment is exercised in full) upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. As of September 30, 2022 and December 31, 2021, the Company have deferred underwriting commissions $2,875,000 and nil as noncurrent liabilities.   Professional Fees   The Company has paid professional fees of $25,000 upon initial filing with the SEC of the registration statement for the public offering, and $150,000 at the closing of the public offering as of April 5, 2022. The Company enter into the agreement with monthly retainer of $5,000 starting form April 1, 2022. As of September 30, 2022, the Company incurred $30,000 in fees for these services.

v3.24.2

SHAREHOLDER’S EQUITY	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
SHAREHOLDER’S EQUITY	NOTE 7. SHAREHOLDER’S EQUITY   Ordinary Shares   The Company is authorized to issue 50,000,000 ordinary shares, with a par value of $0.001 per share. Holders of the ordinary shares are entitled to one vote for each ordinary share. At April 5, 2022, there was 3,205,000 ordinary shares issued and outstanding, excluding 11,500,000 ordinary shares subject to possible redemption. The Sponsor has agreed to forfeit 375,000 ordinary shares to the extent that the over-allotment option is not exercised in full by the underwriter. On April 5, 2022, the underwriter fully exercised the over-allotment option, as such there are no ordinary shares subject to forfeiture.   Warrants   Each warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share commencing 30 days after the completion of its initial business combination and expiring five years from after the completion of an initial business combination. No fractional warrant will be issued and only whole warrants will trade. The Company may redeem the warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $18.00 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants during the 30 day redemption period. If a registration statement is not effective within 60 days following the consummation of a business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.   In addition, if (a) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (c) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the last sales price of the ordinary shares that triggers the Company’s right to redeem the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.   The Company complies with ASC 820, “Fair Value Measurements”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.   The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:   Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.   Level 2: Observable inputs other than Level inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.   Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.   At September 30, 2022, assets held in the trust account were entirely comprised of marketable securities.     The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.  SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Assets September 30, 2022   Quoted Prices in Active Markets (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Other Unobservable Inputs (Level 3)   Marketable Securities held in Trust Account   $ 115,680,827     $ -     $ -     Assets December 31, 2021   Quoted Prices in Active Markets (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Other Unobservable Inputs (Level 3)   Marketable Securities held in Trust Account   $ -     $ -     $ -

v3.24.2

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8. SUBSEQUENT EVENTS   In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to November 8, 2022, the date the financial statements were available to issue. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

v3.24.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“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 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 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 and the reported amounts of 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 did not have any cash equivalents as of September 30, 2022. The Company have cash held in escrow $188,402 and $95,978 as of September 30, 2022 and December 31, 2021 respectively.
Deferred Offering Costs	Deferred Offering Costs   Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that directly related to the IPO. As of April 5, 2022, offering costs amounted to $5,704,741 consisting of $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees, and $529,741 of other offering costs. The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company allocates offering costs between public shares, public rights and public warrants based on the estimated fair values of public shares and public rights at the date of issuance.
Income Taxes	Income Taxes   The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.   ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.   The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.   The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Net Income (Loss) Per Share	Net Income (Loss) Per Share   Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The calculation of diluted income (loss) per ordinary shares does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,915,000 shares of ordinary shares in the aggregate. As of September 30, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary shares is the same as basic net income (loss) per ordinary shares for the periods presented.   The net income (loss) per share presented in the statement of operations is based on the following:  SCHEDULE OF NET INCOME (LOSS) PER SHARE Numerators:                                                                     For the three months ended September 30, 2022     For the three months ended September 30, 2021     For the nine months ended September 30, 2022     For the Period ended from May 5, 2021 (inception) to September 30, 2021   Basic and Diluted net income (loss) per share:   Non-redeemable shares     Redeemable shares     Non-redeemable shares     Redeemable shares     Non-redeemable shares     Redeemable shares     Non-redeemable shares     Redeemable shares   Numerators:                                                                 Allocation of net losses   $ (23,998 )   $ (86,106 )   $ (3,900 )   $ -     $ (5,554,424 )   $ (13,548,017 )   $ (15,650 )   $ -   Accretion of temporary equity     -       -       -       -       -       18,820,172       -       -   Accretion of temporary equity - interest     -       519,917       -       -       -       680,827       -       -   Allocation of net income (loss)   $ (23,998 )   $ 433,811     $ (3,900 )   $ -     $ (5,554,424 )   $ 5,952,982     $ (15,650 )   $ -                                                                     Denominators:                                                                 Weighted-average shares outstanding     3,205,000       11,500,000       2,875,000       -       3,091,374       7,540,293       2,875,000       -   Basic and diluted net income (loss) per share   $ (0.01 )   $ 0.04     $ (0.00 )   $ -     $ (1.80 )   $ 0.79     $ (0.01 )   $ -
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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments   The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recently Issued Accounting Standards	Recently Issued Accounting Standards   In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.   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.   Because there is a possibility that the Company may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate and our securities will trade on Nasdaq following the date of this prospectus, we may become a “covered corporation”.   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 financial statements.
Warrants	Warrants   The Company evaluates the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both Public and Private Warrants will be classified in shareholders’ equity.
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption   The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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, ordinary shares is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value (plus any interest earned on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

v3.24.2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED) (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SCHEDULE OF RESTATEMENT OF CASH HELD IN TRUST ACCOUNT	The following table illustrates the impact of the restatement of the cash held in Trust Account (marketable securities held in Trust Account) and deferred underwriting commissions on the Company’s balance sheets as of September 30, 2022:  SCHEDULE OF RESTATEMENT OF CASH HELD IN TRUST ACCOUNT As of September 30, 2022:   As Previously Reported     Adjustment     As Restated   Current assets:                         Marketable securities held in Trust Account   $ 115,680,827     $ (115,680,827 )   $ -   Total current assets     115,948,595       (115,680,827 )     267,768   Noncurrent assets:                         Marketable securities held in Trust Account     -       115,680,827       115,680,827   Total noncurrent assets     -       115,680,827       115,680,827   Total assets     115,948,595       -       115,948,595                             Current liabilities:                         Deferred underwriting commissions   $ 2,875,000     $ (2,875,000 )   $ -   Total current liabilities     2,954,628       (2,875,000 )     79,628   Noncurrent liabilities:                         Deferred underwriting commissions     -       2,875,000       2,875,000   Total noncurrent liabilities     -       2,875,000       2,875,000   Total liabilities     2,954,628       -       2,954,628

v3.24.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SCHEDULE OF NET INCOME (LOSS) PER SHARE	The net income (loss) per share presented in the statement of operations is based on the following:  SCHEDULE OF NET INCOME (LOSS) PER SHARE Numerators:                                                                     For the three months ended September 30, 2022     For the three months ended September 30, 2021     For the nine months ended September 30, 2022     For the Period ended from May 5, 2021 (inception) to September 30, 2021   Basic and Diluted net income (loss) per share:   Non-redeemable shares     Redeemable shares     Non-redeemable shares     Redeemable shares     Non-redeemable shares     Redeemable shares     Non-redeemable shares     Redeemable shares   Numerators:                                                                 Allocation of net losses   $ (23,998 )   $ (86,106 )   $ (3,900 )   $ -     $ (5,554,424 )   $ (13,548,017 )   $ (15,650 )   $ -   Accretion of temporary equity     -       -       -       -       -       18,820,172       -       -   Accretion of temporary equity - interest     -       519,917       -       -       -       680,827       -       -   Allocation of net income (loss)   $ (23,998 )   $ 433,811     $ (3,900 )   $ -     $ (5,554,424 )   $ 5,952,982     $ (15,650 )   $ -                                                                     Denominators:                                                                 Weighted-average shares outstanding     3,205,000       11,500,000       2,875,000       -       3,091,374       7,540,293       2,875,000       -   Basic and diluted net income (loss) per share   $ (0.01 )   $ 0.04     $ (0.00 )   $ -     $ (1.80 )   $ 0.79     $ (0.01 )   $ -

v3.24.2

INITIAL PUBLIC OFFERING (Tables)	9 Months Ended
	Sep. 30, 2022
Regulated Operations [Abstract]
SCHEDULE OF ORDINARY SHARES REFLECTED IN BALANCE SHEET	At September 30, 2022, the ordinary share reflect in the balance sheet are reconciled in the following tables:  SCHEDULE OF ORDINARY SHARES REFLECTED IN BALANCE SHEET           Gross proceeds from public shares   $ 115,000,000   Less:         Proceeds allocated to public rights     (8,510,000 ) Proceeds allocated to public warrants     (5,290,000 ) Allocation of offering costs related to ordinary shares     (5,020,172 ) Plus:         Accretion of carrying value to redemption value     18,820,172   Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on trust account)     680,827   Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account)   $ 115,680,827

v3.24.2

SHAREHOLDER’S EQUITY (Tables)	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.  SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS Assets September 30, 2022   Quoted Prices in Active Markets (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Other Unobservable Inputs (Level 3)   Marketable Securities held in Trust Account   $ 115,680,827     $ -     $ -     Assets December 31, 2021   Quoted Prices in Active Markets (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Other Unobservable Inputs (Level 3)   Marketable Securities held in Trust Account   $ -     $ -     $ -

v3.24.2

SCHEDULE OF RESTATEMENT OF CASH HELD IN TRUST ACCOUNT (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Marketable securities held in Trust Account
Total current assets	267,768	$ 332,500
Noncurrent assets:
Marketable securities held in Trust Account	115,680,827
Total noncurrent assets	115,680,827
Total assets	115,948,595	332,500
Current liabilities:
Deferred underwriting commissions
Total current liabilities	79,628	332,350
Noncurrent liabilities:
Deferred underwriting commissions	2,875,000
Total noncurrent liabilities	2,875,000
Total liabilities	2,954,628	$ 332,350
Previously Reported [Member]
Current assets:
Marketable securities held in Trust Account	115,680,827
Total current assets	115,948,595
Noncurrent assets:
Marketable securities held in Trust Account
Total noncurrent assets
Total assets	115,948,595
Current liabilities:
Deferred underwriting commissions	2,875,000
Total current liabilities	2,954,628
Noncurrent liabilities:
Deferred underwriting commissions
Total noncurrent liabilities
Total liabilities	2,954,628
Revision of Prior Period, Reclassification, Adjustment [Member]
Current assets:
Marketable securities held in Trust Account	(115,680,827)
Total current assets	(115,680,827)
Noncurrent assets:
Marketable securities held in Trust Account	115,680,827
Total noncurrent assets	115,680,827
Total assets
Current liabilities:
Deferred underwriting commissions	(2,875,000)
Total current liabilities	(2,875,000)
Noncurrent liabilities:
Deferred underwriting commissions	2,875,000
Total noncurrent liabilities	2,875,000
Total liabilities

v3.24.2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (AS RESTATED) (Details Narrative) - USD ($)		1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Apr. 05, 2022	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2022	Jul. 05, 2021
Subsidiary, Sale of Stock [Line Items]
Gross proceeds	$ 115,000,000					$ 115,000,000
Proceeds from IPO and Private Placement	115,682,250
Cash held in escrow	115,000,000				$ 95,978	188,402
Cash held in trust						115,680,827
Offering costs					236,522
Deferred underwriting fees						2,875,000
Subscription of ordinary shares	$ 25,000
Number of founder shares repurchased		1,437,500
Repurchased founder shares value		$ 25,000	$ 25,000
Issued founder shares value		$ 25,000		$ 115,000,000
Ordinary shares subject to forfeiture		375,000
Cash						188,402
Working Capital						188,140
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Ownership percentage		20.00%					20.00%
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of founder shares issued		2,875,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	11,500,000
Price per share	$ 10.00
Gross proceeds	$ 115,000,000					$ 2,000,000
Offering costs	5,704,741
Underwriting fees	2,300,000
Deferred underwriting fees	2,875,000
Other offering costs	$ 529,741
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	330,000
Over-Allotment Option [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Ownership percentage		20.00%
Over-Allotment Option [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	1,500,000
Price per share	$ 10.00
Gross proceeds	$ 15,000,000
Over-Allotment Option [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of founder shares issued		2,875,000
Ordinary shares subject to forfeiture		375,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	300,000
Price per share	$ 10.00
Private Placement [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	330,000
Price per share	$ 10.00
Gross proceeds	$ 3,300,000

v3.24.2

SCHEDULE OF NET INCOME (LOSS) PER SHARE (Details) - USD ($)	3 Months Ended		5 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Accretion of temporary equity				$ 18,820,172
Allocation of net income (loss)	$ 409,813	$ (3,900)	$ (15,650)	398,558
Non Redeemable Shares [Member]
Allocation of net losses	(23,998)	(3,900)	(15,650)	(5,554,424)
Accretion of temporary equity
Accretion of temporary equity - interest
Allocation of net income (loss)	$ (23,998)	$ (3,900)	$ (15,650)	$ (5,554,424)
Weighted-average shares outstanding, basic	3,205,000	2,875,000	2,875,000	3,091,374
Weighted-average shares outstanding, diluted	3,205,000	2,875,000	2,875,000	3,091,374
Basic net income (loss) per share	$ (0.01)	$ (0.00)	$ (0.01)	$ (1.80)
Diluted net income (loss) per share	$ (0.01)	$ (0.00)	$ (0.01)	$ (1.80)
Redeemable Shares [Member]
Allocation of net losses	$ (86,106)			$ (13,548,017)
Accretion of temporary equity				18,820,172
Accretion of temporary equity - interest	519,917			680,827
Allocation of net income (loss)	$ 433,811			$ 5,952,982
Weighted-average shares outstanding, basic	11,500,000			7,540,293
Weighted-average shares outstanding, diluted	11,500,000			7,540,293
Basic net income (loss) per share	$ 0.04			$ 0.79
Diluted net income (loss) per share	$ 0.04			$ 0.79

v3.24.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)			8 Months Ended	9 Months Ended
	Aug. 16, 2022	Apr. 05, 2022	Dec. 31, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Cash in escrow		$ 115,000,000	$ 95,978	$ 188,402
Offering costs			236,522
Deferred underwriting fees				2,875,000
Unrecognized tax benefits				0
Accrued for interest and penalties				$ 0
Warrants exercisable				5,915,000
Excise tax rate percentage	1.00%
Excise tax rate percentage share-based payment arangement, percent	1.00%
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Offering costs		5,704,741
Underwriting fees		2,300,000
Deferred underwriting fees		2,875,000
Other offering costs		$ 529,741

v3.24.2

SCHEDULE OF ORDINARY SHARES REFLECTED IN BALANCE SHEET (Details) - USD ($)		9 Months Ended
	Apr. 05, 2022	Sep. 30, 2022	Dec. 31, 2021
Regulated Operations [Abstract]
Gross proceeds from public shares	$ 115,000,000	$ 115,000,000
Proceeds allocated to public rights		(8,510,000)
Proceeds allocated to public warrants		(5,290,000)
Allocation of offering costs related to ordinary shares		(5,020,172)
Accretion of carrying value to redemption value		18,820,172
Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on trust account)		680,827
Ordinary shares subject to possible redemption (plus any interest earned on the Trust Account)		$ 115,680,827

v3.24.2

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)		9 Months Ended
	Apr. 05, 2022	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Gross proceeds	$ 115,000,000	$ 115,000,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	11,500,000
Price per share	$ 10.00
Gross proceeds	$ 115,000,000	$ 2,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	330,000
Over-Allotment Option [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	1,500,000
Price per share	$ 10.00
Gross proceeds	$ 15,000,000

v3.24.2

PRIVATE PLACEMENT (Details Narrative) - USD ($)		9 Months Ended
	Apr. 05, 2022	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of private placement	$ 3,000,000	$ 3,300,000
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of private placement	$ 3,300,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	300,000
Price per share	$ 10.00
Private Placement [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	330,000
Price per share	$ 10.00
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	330,000
Proceeds from issuance of private placement	$ 3,300,000

v3.24.2

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)			1 Months Ended	2 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Jul. 05, 2021	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Apr. 05, 2022	Jun. 15, 2021
Related Party Transaction [Line Items]
Stock repurchased during period, shares			1,437,500
Stock repurchased during period, value			$ 25,000	$ 25,000
Administrative fees expense					$ 30,000		$ 58,333
Sponsor [Member]
Related Party Transaction [Line Items]
Ownership percentage	20.00%	20.00%	20.00%
Sponsor [Member]
Related Party Transaction [Line Items]
Debt instrument, principal amount									$ 300,000
Due from related party									$ 300,000
Related Party [Member] | Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Other receivables, net, current								$ 10,000
Payment for administrative fees						$ 28,333
Founder shares [Member]
Related Party Transaction [Line Items]
Stock repurchased during period, shares	1,437,500
Stock repurchased during period, value	$ 25,000
Founder shares [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Stock repurchased during period, shares	2,875,000	1,437,500
Stock repurchased during period, value	$ 25,000	$ 25,000
Ordinary shares subject to forfeiture	375,000	187,500
Stock issued and outstanding percentage	20.00%		20.00%

v3.24.2

COMMITMENTS AND CONTINGENCIES (AS RESTATED) (Details Narrative) - USD ($)				9 Months Ended
	Aug. 16, 2022	Apr. 05, 2022	Aug. 10, 2021	Sep. 30, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Excise tax rate percentage	1.00%
Excise tax rate percentage share-based payment arangement, percent	1.00%
Proceeds from issuance initial public offering		$ 115,000,000		$ 115,000,000
Deferred underwriting commissions				2,875,000
Professional fees				25,000
Public offering closing Price				$ 150,000
Monthly payment, description				The Company enter into the agreement with monthly retainer of $5,000 starting form April 1, 2022.
Fees for services				$ 30,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering		330,000
Over-Allotment Option [Member] | Ladenburg Thalmann [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering			1,500,000
Proceeds from issuance initial public offering				2,300,000
Gross proceeds from IPO				$ 2,875,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering		11,500,000
Percentage of cash underwriting commission				2.015%
Proceeds from issuance initial public offering		$ 115,000,000		$ 2,000,000
Percentage of underwriting deferred commission				2.50%
Gross proceeds from IPO				$ 2,500,000

v3.24.2

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Marketable Securities held in Trust Account	$ 115,680,827
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Marketable Securities held in Trust Account
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Marketable Securities held in Trust Account

v3.24.2

SHAREHOLDER’S EQUITY (Details Narrative) - $ / shares	9 Months Ended
	Sep. 30, 2022	Apr. 05, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized	50,000,000		50,000,000
Common stock, par value per share	$ 0.001		$ 0.001
Common stock, voting rights	Holders of the ordinary shares are entitled to one vote for each ordinary share.
Common Stock, shares issued	3,205,000	3,205,000	2,875,000
Common stock, shares outstanding	3,205,000	3,205,000	2,875,000
Ordinary shares subject to possible redemption, shares	11,500,000	11,500,000	11,500,000
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Share Price	$ 11.50
Class of warrants or rights redemption price per share	$ 0.01
Minimum notice period to be given to warrant holders prior to redemption	30 days
Shares issued, price per share	$ 18.00
Number of consecutive trading days for determining the volume weighted average price of share	20 days
Class of warrants or rights period within the registration shall be effective from the consummation of business combination	60 days
Volume weighted average price per share	$ 9.20
Class of warrants or rights exercise price percentage	115.00%
Class of warrants or rights exercise price Market value percentage	180.00%
Warrant [Member] | Initial Business Combination [Member]
Subsidiary, Sale of Stock [Line Items]
Total equity investment percentage	60.00%
Warrant [Member] | Series of Individually Immaterial Business Acquisitions [Member]
Subsidiary, Sale of Stock [Line Items]
Business Combination effective issue price	$ 9.20
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Ordinary shares subject to forfeiture	375,000

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