Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 001-41155 | |
Entity Registrant Name | Kairous Acquisition Corp. Limited | |
Entity Central Index Key | 0001865468 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | Unit 9-3, Oval Tower @ Damansara | |
Entity Address, Address Line Two | No. 685, Jalan Damansara | |
Entity Address, Address Line Three | Taman Tun Dr. Ismail | |
Entity Address, City or Town | Kuala Lumpur | |
Entity Address, Country | MY | |
Entity Address, Postal Zip Code | 60000 | |
City Area Code | +603 | |
Local Phone Number | 7733 9340 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 4,435,959 | |
One Ordinary Share One Half Of One Redeemable Warrant And One Right [Member] | ||
Title of 12(b) Security | Units, each consisting of one ordinary share, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right | |
Trading Symbol | KACLU | |
Security Exchange Name | NASDAQ | |
Ordinary Shares [Member] | ||
Title of 12(b) Security | Ordinary shares, par value $0.0001 per share | |
Trading Symbol | KACL | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants [Member] | ||
Title of 12(b) Security | Redeemable warrants, each exercisable for one ordinary share at an exercise price of $11.50 included as part of the units | |
Trading Symbol | KACLW | |
Security Exchange Name | NASDAQ | |
Rights [Member] | ||
Title of 12(b) Security | Rights, each to receive one-tenth of one ordinary share | |
Trading Symbol | KACLR | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Current Assets: | ||
Cash | $ 123,327 | $ 482,965 |
Prepaid expenses and other assets | 153,689 | 110,116 |
Total Current Assets | 277,016 | 593,081 |
Investments held in the Trust Account | 22,414,675 | 78,894,512 |
Prepaid expenses – non-current | 25,363 | |
Total Assets | 22,691,691 | 79,512,956 |
Current liabilities: | ||
Accounts payable and accrued expenses | 218,774 | 36,250 |
Accrued offering costs | 15,000 | 15,000 |
Extension loans | 720,000 | |
Working capital note - sponsor | 370,000 | 70,000 |
Total Current Liabilities | 1,323,774 | 121,250 |
Deferred underwriting commission | 2,730,000 | 2,730,000 |
Total Liabilities | 4,053,774 | 2,851,250 |
COMMITMENTS AND CONTINGENCIES (Note 6) | ||
Ordinary shares subject to possible redemption, $0.0001 par value; 2,089,816 and 7,800,000 outstanding at March 31, 2023 and June 30, 2022, respectively (at redemption value) | 22,414,675 | 78,894,512 |
Shareholders’ Deficit: | ||
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 2,346,143 shares issued and outstanding at March 31, 2023 and June 30, 2022, (excluding 2,089,816 and 7,800,000 shares subject to possible redemption at March 31, 2023 and June 30, 2022, respectively) | 235 | 235 |
Additional paid-in capital | ||
Accumulated deficit | (3,776,993) | (2,233,041) |
Total Shareholders’ Deficit | (3,776,758) | (2,232,806) |
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ 22,691,691 | $ 79,512,956 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Jun. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 2,089,816 | 7,800,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares outstanding | 2,346,143 | 2,346,143 |
Common shares, shares issued | 2,346,143 | 2,346,143 |
Subject to possible redemption shares | 2,089,816 | 7,800,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Expenses | ||||
Administration fee - related party | 14,969 | 15,000 | 44,969 | 17,419 |
General and administrative | 198,807 | 55,138 | 779,006 | 73,889 |
Total expenses | 213,776 | 70,138 | 823,975 | 91,308 |
Loss from operations | (213,776) | (70,138) | (823,975) | (91,308) |
Other income: | ||||
Interest income | 4 | 20 | 23 | 20 |
Income earned on investments held in Trust Account | 230,906 | 7,900 | 1,112,564 | 8,132 |
Total other income | 230,910 | 7,920 | 1,112,587 | 8,152 |
Net income (loss) attributable to ordinary shares | $ 17,134 | $ (62,218) | $ 288,612 | $ (83,156) |
Weighted average shares ordinary shares outstanding, basic and diluted | 4,435,959 | 9,995,250 | 7,687,013 | 5,160,246 |
Basic and diluted net income (loss) per ordinary share | $ 0 | $ (0.01) | $ 0.04 | $ (0.02) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, December 31, 2021 at Jun. 30, 2021 | $ 216 | $ 24,784 | $ (6,305) | $ 18,695 |
Balance, shares at Jun. 30, 2021 | 2,156,250 | |||
Net income | (5,724) | (5,724) | ||
Balance at Sep. 30, 2021 | $ 216 | 24,784 | (12,029) | 12,971 |
Balance, shares at Sep. 30, 2021 | 2,156,250 | |||
Balance, December 31, 2021 at Jun. 30, 2021 | $ 216 | 24,784 | (6,305) | 18,695 |
Balance, shares at Jun. 30, 2021 | 2,156,250 | |||
Net income | (83,156) | |||
Balance at Mar. 31, 2022 | $ 256 | (2,124,670) | (2,124,414) | |
Balance, shares at Mar. 31, 2022 | 2,552,393 | |||
Balance, December 31, 2021 at Sep. 30, 2021 | $ 216 | 24,784 | (12,029) | 12,971 |
Balance, shares at Sep. 30, 2021 | 2,156,250 | |||
Net income | (15,214) | (15,214) | ||
Allocated fair value of public rights and warrants, net of allocated offering costs | 7,729,883 | 7,729,883 | ||
Sale of private placement units, net of allocated offering costs | $ 36 | 3,532,227 | 3,532,263 | |
Sale of private placement units, net of allocated offering costs, shares | 357,143 | |||
Shares issued to representative | $ 4 | 341,226 | 341,230 | |
Shares issued to representative, shares | 39,000 | |||
Initial remeasurement adjustment of ordinary shares to redemption value | (11,628,120) | (2,027,037) | (13,655,157) | |
Balance at Dec. 31, 2021 | $ 256 | (2,054,280) | (2,054,064) | |
Balance, shares at Dec. 31, 2021 | 2,552,393 | |||
Current period remeasurement adjustment of ordinary shares to redemption value | (8,132) | (8,132) | ||
Net income | (62,218) | (62,218) | ||
Balance at Mar. 31, 2022 | $ 256 | (2,124,670) | (2,124,414) | |
Balance, shares at Mar. 31, 2022 | 2,552,393 | |||
Balance, December 31, 2021 at Jun. 30, 2022 | $ 235 | (2,233,041) | (2,232,806) | |
Balance, shares at Jun. 30, 2022 | 2,346,143 | |||
Current period remeasurement adjustment of ordinary shares to redemption value | (355,581) | (355,581) | ||
Net income | 159,284 | 159,284 | ||
Balance at Sep. 30, 2022 | $ 235 | (2,429,338) | (2,429,103) | |
Balance, shares at Sep. 30, 2022 | 2,346,143 | |||
Balance, December 31, 2021 at Jun. 30, 2022 | $ 235 | (2,233,041) | (2,232,806) | |
Balance, shares at Jun. 30, 2022 | 2,346,143 | |||
Net income | 288,612 | |||
Balance at Mar. 31, 2023 | $ 235 | (3,776,993) | (3,776,758) | |
Balance, shares at Mar. 31, 2023 | 2,346,143 | |||
Balance, December 31, 2021 at Sep. 30, 2022 | $ 235 | (2,429,338) | (2,429,103) | |
Balance, shares at Sep. 30, 2022 | 2,346,143 | |||
Current period remeasurement adjustment of ordinary shares to redemption value | (886,077) | (886,077) | ||
Net income | 112,194 | 112,194 | ||
Balance at Dec. 31, 2022 | $ 235 | (3,203,221) | (3,203,986) | |
Balance, shares at Dec. 31, 2022 | 2,346,143 | |||
Current period remeasurement adjustment of ordinary shares to redemption value | (590,906) | (590,906) | ||
Net income | 17,134 | 17,134 | ||
Balance at Mar. 31, 2023 | $ 235 | $ (3,776,993) | $ (3,776,758) | |
Balance, shares at Mar. 31, 2023 | 2,346,143 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | |||||||
Net income (loss) | $ 17,134 | $ 159,284 | $ (62,218) | $ (5,724) | $ 288,612 | $ (83,156) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Investment income earned on investments held in the Trust Account | (230,906) | (7,900) | (1,112,564) | (8,132) | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses and other current assets | (43,573) | (121,013) | |||||
Other assets | 25,363 | (36,595) | |||||
Accounts payable and accrued expenses | 182,524 | 35,701 | |||||
Net cash used in operating activities | (659,638) | (213,195) | |||||
Cash Flows from Investing Activities: | |||||||
Cash deposited into Trust Account | (720,000) | (78,780,000) | |||||
Cash withdrawn from Trust Account in connection with redemption | 58,312,401 | ||||||
Net cash provided by (used in) investing activities | 57,592,401 | (78,780,000) | |||||
Cash Flows from Financing Activities: | |||||||
Proceeds from sale of Units in Public Offering, net of underwriting fee | 76,440,100 | ||||||
Proceeds from sale of Private Placement Warrants | 3,571,430 | ||||||
Redemption of ordinary shares | (58,312,401) | ||||||
Proceeds from sponsor for extension loans | 720,000 | ||||||
Proceeds from sponsor for working capital note | 300,000 | 70,000 | |||||
Payment of offering costs | (553,352) | ||||||
Net cash (used in) provided by financing activities | (57,292,401) | 79,528,178 | |||||
Net change in cash | (359,638) | 534,983 | |||||
Cash at beginning of period | $ 482,965 | 482,965 | |||||
Cash at end of period | $ 123,327 | $ 534,983 | 123,327 | 534,983 | $ 482,965 | ||
Supplemental disclosure of non-cash financing activities: | |||||||
Current period remeasurement adjustment of ordinary shares to redemption value | 1,832,564 | 8,132 | |||||
Deferred underwriters’ commission charged to temporary equity in connection with the Public Offering | 2,730,000 | ||||||
Remeasurement adjustment of ordinary shares to redemption value | $ 13,655,197 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Kairous Acquisition Corp. Limited (the “Company”) was incorporated in the Cayman Islands on March 24, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from March 24, 2021 (inception) through March 31, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and negotiation and consummation of an initial Business Combination. The Company will not generate any operating revenues until after the completion an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected June 30 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on December 13, 2021. On December 16, 2021, the Company consummated the Initial Public Offering of 7,500,000 75,000,000 1,125,000 300,000 3,000,000 825,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 348,143 10.00 3,481,430 9,000 90,000 As of December 16, 2021, transaction costs amounted to $ 4,843,252 1,559,900 2,730,000 553,352 857,408 2,730,000 Following the closing of the Initial Public Offering on December 16, 2021, an amount of $ 78,780,000 10.10 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 50 10.00 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.10 “Distinguishing Liabilities from Equity.” All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to possible redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and will be classified as such on the condensed balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 If the Company has not completed a Business Combination within 12 months (or up to 24 months, if we extend the time to complete a business combination) from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. On December 14, 2022, the Company issued an unsecured promissory note, in an amount of $ 360,000 , to the Sponsor in exchange for Sponsor depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination until March 16, 2023. On March 10, 2023, the Company issued a second unsecured promissory note, in an amount of $ 360,000 , to the Sponsor in exchange for Sponsor depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination until June 16, 2023. Both unsecured promissory notes were collectively known as Extension Loans. The Extension Loans were amended on May 10, 2023 to provide that the each of the Extension Loans will be converted upon completion of a Business Combination into ordinary shares at a price of $ 10.10 The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.10 10.10 Going Concern Considerations, Liquidity and Capital Resources As of March 31, 2023, the Company had insufficient liquidity to meet its future obligations. As of March 31, 2023, the Company had working capital deficit of $ 1,046,758 123,327 In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standard Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete an initial business combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete an initial 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 growth strategies. If an initial business combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. Risks and Uncertainties Management is currently evaluating 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, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of June 30, 2022 filed with the SEC on Form 10-K. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of March 31, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ending June 30, 2023. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 123,327 482,965 no Investments held in Trust Account As of March 31, 2023 and June 30, 2022, the Company had approximately $ 22.4 78.9 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” 894,582 4,289,900 1,559,900 2,730,000 Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. 5,710,184 58,312,401 2,089,816 7,800,000 22,414,675 78,894,512 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. As of March 31, 2023, the ordinary shares reflected on the condensed balance sheets is reconciled in the following table: SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 78,000,000 Less: Transaction costs allocated to ordinary shares (4,599,397 ) Proceeds allocated to Public Rights and Warrants (8,275,700 ) (12,875,197 ) Plus: Remeasurement adjustment of carrying value to redemption value 13,655,197 Current period measurement adjustment of ordinary shares to redemption value 114,512 Ordinary shares subject to possible redemption – June 30, 2022 $ 78,894,512 Redemption of 5,710,184 (58,312,401 ) Current period measurement adjustment of ordinary shares to redemption value 1,832,564 Ordinary shares subject to possible redemption – March 31, 2023 $ 22,414,675 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 ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging ASC 815 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. The Company determined that upon further review of the warrant agreements, the Company concluded that its warrants qualify for equity accounting treatment. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no 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 other tax jurisdictions. Consequently, income taxes are not reflected in the Company’s condensed financial statements. Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. As of March 31, 2023 and June 30, 2022, the Company did not have any dilutive securities and 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 income (loss) per share is the same as basic income (loss) per share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The Company does not have any recurring Level 2 or Level 3 assets or liabilities. The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. Share-Based Compensation The Company accounts for share-based compensation in accordance with ASC Topic 718, “ Compensation—Stock Compensation The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based compensation expenses are included in general and administrative expenses in the condensed statements of operations. Share-based payments issued to placement agents are classified as a direct cost of a share offering and are recorded as a reduction in additional paid in capital. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended |
Mar. 31, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 7,500,000 10.00 75,000,000 11.50 300,000 3,000,000 |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 9 Months Ended |
Mar. 31, 2023 | |
Private Placements | |
PRIVATE PLACEMENTS | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 348,143 10.00 3,481,430 9,000 90,000 A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares On May 13 and October 21, 2021, the Sponsor received an aggregate of 2,156,250 25,000 281,250 20 75,000 The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination or (B) the date of the consummation of our initial business combination, and subsequently, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property or (C) after 150 calendar days after the date of the consummation of our initial business combination, and subsequently, the closing price of our ordinary shares equals or exceeds $ 12.00 20 trading days within any 30-trading day period General and Administrative Services Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 5,000 14,969 15,000 44,969 17,419 14,777 Working Capital Note On April 23, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Working Capital Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 200,000 1,000,000 370,000 70,000 shall be payable on the earlier of: (i) July 30, 2023 or (ii) the date on which the Company consummates the initial business combination, by conversion of the Working Capital Note 10.10 Advances from Related Party The Sponsor paid certain administrative expenses and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the year ended June 30, 2022, the related party paid $ 213,746 no Extension Loans In order to finance transaction costs in connection with extending time to complete a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Extension Loans”). Such Extension Loans would be evidenced by promissory notes. The notes will be converted upon completion of a Business Combination into ordinary shares at a price of $ 10.10 360,000 360,000 720,000 0 The Extension Loans was amended on May 10, 2023 to provide that the Extension Loans will be converted upon completion of a Business Combination into ordinary shares at a price of $ 10.10 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Private Placement Units, shares being issued to the underwriters of the Initial Public Offering, and units that may be issued on conversion of Working Capital Note (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,125,000 300,000 3,000,000 The underwriters were paid to a cash underwriting discount of $ 0.20 1,500,000 1,725,000 0.35 2,625,000 3,018,750 59,900 100 105,000 The underwriters were also issued 39,000 341,230 Advisory Agreement On March 9, 2022, the Company entered into a letter agreement with Chardan Capital Markets, LLC (“Chardan”) in which the company retains Chardan to provide strategic and capital markets advisory services. As compensation for such services, the Company is to pay Chardan advisory fees as defined in the agreement which become payable upon the consummation of the business combination. Business Combination Agreement On December 9, 2022, the Company entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between the Company, KAC Merger Sub 1, a Cayman Islands exempted company and wholly owned subsidiary of the Company (“Purchaser”), KAC Merger Sub 2, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”), Wellous Group Limited, a Cayman Islands exempted company (the “Target”), the shareholders of the Target (each, a “Shareholder” and collectively, the “Shareholders”), and the principal beneficial owners of the Target (the “Principal Owners”), pursuant to which (a) the Company will be merged with and into Purchaser (the “Reincorporation Merger”), with Purchaser surviving the Reincorporation Merger, and (b) Merger Sub will be merged with and into the Target (the “Acquisition Merger”), with the Target surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the “Business Combination”). Following the Business Combination, Purchaser will be a publicly traded company. Consideration Pursuant to the Merger Agreement, Purchaser will issue 26,732,672 10.10 270,000,000 26,465,345 267,327 The Earnout Up to an additional 5,400,000 The Closing The Company and the Target have agreed that the closing of the Business Combination (the “Closing”) shall occur no later than September 30, 2023 (the “Outside Date”). The Outside Date may be extended upon the written agreement of Company and the Target. Minimum Cash at Closing The Company has agreed that as of the date of the Closing, the Company will have minimum cash equal to no less than $ 5,600,000 10.10 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 9 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 7 — SHAREHOLDERS’ EQUITY Ordinary Shares 500,000,000 0.0001 2,346,143 2,089,816 7,800,000 5,710,184 58,312,401 Holders of ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide or voting or other corporate governance arrangements that differ from those in effect upon completion of the IPO. Rights Warrants 11.50 The private warrants, as well as any warrants underlying additional units the Company issued to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of working capital loans made to the Company, will be identical to the warrants underlying the units being offered. The Company may call the warrants for redemption, in whole and not in part, at a price of $ 0.01 ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then- prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder (i) to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this Form 10-K, or to cure, correct or supplement any defective provision, or (ii) to add or change any other provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the interests of the registered holders of the warrants, but requires the approval, by written consent or vote, of the holders of at least 50% of the then outstanding public warrants in order to make any change that adversely affects the interests of the registered holders. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive ordinary shares. After the issuance of ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders. Warrant holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8 No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round up to the nearest whole number the number of ordinary shares to be issued to the warrant holder. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 — SUBSEQUENT EVENTS On May 10, 2023, both the Working Capital Note and the Extension Loans were amended. See Note 5 – Related Parties for details. The Company evaluated subsequent events and transactions that occurred after the balance sheet date through May 15, 2023, the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of June 30, 2022 filed with the SEC on Form 10-K. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of March 31, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ending June 30, 2023. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 123,327 482,965 no |
Investments held in Trust Account | Investments held in Trust Account As of March 31, 2023 and June 30, 2022, the Company had approximately $ 22.4 78.9 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” 894,582 4,289,900 1,559,900 2,730,000 |
Ordinary shares subject to possible redemption | Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. 5,710,184 58,312,401 2,089,816 7,800,000 22,414,675 78,894,512 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. As of March 31, 2023, the ordinary shares reflected on the condensed balance sheets is reconciled in the following table: SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 78,000,000 Less: Transaction costs allocated to ordinary shares (4,599,397 ) Proceeds allocated to Public Rights and Warrants (8,275,700 ) (12,875,197 ) Plus: Remeasurement adjustment of carrying value to redemption value 13,655,197 Current period measurement adjustment of ordinary shares to redemption value 114,512 Ordinary shares subject to possible redemption – June 30, 2022 $ 78,894,512 Redemption of 5,710,184 (58,312,401 ) Current period measurement adjustment of ordinary shares to redemption value 1,832,564 Ordinary shares subject to possible redemption – March 31, 2023 $ 22,414,675 |
Warrants | 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 ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging ASC 815 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. The Company determined that upon further review of the warrant agreements, the Company concluded that its warrants qualify for equity accounting treatment. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no 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 other tax jurisdictions. Consequently, income taxes are not reflected in the Company’s condensed financial statements. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. As of March 31, 2023 and June 30, 2022, the Company did not have any dilutive securities and 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 income (loss) per share is the same as basic income (loss) per share for the period presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The Company does not have any recurring Level 2 or Level 3 assets or liabilities. The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation in accordance with ASC Topic 718, “ Compensation—Stock Compensation The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based compensation expenses are included in general and administrative expenses in the condensed statements of operations. Share-based payments issued to placement agents are classified as a direct cost of a share offering and are recorded as a reduction in additional paid in capital. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK | As of March 31, 2023, the ordinary shares reflected on the condensed balance sheets is reconciled in the following table: SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 78,000,000 Less: Transaction costs allocated to ordinary shares (4,599,397 ) Proceeds allocated to Public Rights and Warrants (8,275,700 ) (12,875,197 ) Plus: Remeasurement adjustment of carrying value to redemption value 13,655,197 Current period measurement adjustment of ordinary shares to redemption value 114,512 Ordinary shares subject to possible redemption – June 30, 2022 $ 78,894,512 Redemption of 5,710,184 (58,312,401 ) Current period measurement adjustment of ordinary shares to redemption value 1,832,564 Ordinary shares subject to possible redemption – March 31, 2023 $ 22,414,675 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 9 Months Ended | ||||||
Mar. 10, 2023 | Dec. 14, 2022 | Dec. 16, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | May 10, 2023 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from issuance initial public offering | $ 76,440,100 | ||||||
Non interest expense | $ 4,843,252 | ||||||
Payments for underwriting expense | 1,559,900 | 59,900 | |||||
Other underwriting expense | 2,730,000 | ||||||
Other offering costs | 553,352 | ||||||
Cash held in trust | $ 22,400,000 | $ 78,900,000 | |||||
Contingent consideration liability | 2,730,000 | ||||||
Purchase price, per unit | $ 10.10 | ||||||
Condition for future business combination use of proceeds percentage | 80% | ||||||
Condition for future business combination threshold percentage ownership | 50% | ||||||
Threshold percentage of public shares subject to redemption without the company's prior written consent | 15% | ||||||
Obligation to redeem public shares if entity does not complete a business combination | 100% | ||||||
Redemption Period Upon Closure | 12 months | ||||||
Maximum Net Interest to Pay Dissolution Expenses | $ 100,000 | ||||||
Working capital deficit | 1,046,758 | ||||||
Cash | $ 123,327 | $ 482,965 | |||||
Subsequent Event [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Business combination ordinary price per share | $ 10.10 | ||||||
Unsecured Debt [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from convertible debt | $ 360,000 | $ 360,000 | |||||
Public Warrants [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price, per unit | $ 10.10 | ||||||
Cash [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Cash held in trust | $ 857,408 | ||||||
Underwriter [Member] | Options [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of options exercised | 9,000 | ||||||
Proceeds from exercise of options | $ 90,000 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock, shares issued | 7,500,000 | ||||||
Proceeds from issuance initial public offering | $ 75,000,000 | $ 2,625,000 | |||||
Sale of stock, price per share | $ 10 | ||||||
Payments for underwriting expense | $ 1,559,900 | ||||||
Purchase price, per unit | $ 10 | ||||||
IPO [Member] | Management [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock, price per share | $ 10 | ||||||
Over-Allotment Option [Member] | Underwriter [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Share based compensation | 1,125,000 | ||||||
Number of options exercised | 300,000 | ||||||
Proceeds from exercise of options | $ 3,000,000 | ||||||
Number of units forfeited | 825,000 | ||||||
Private Placement [Member] | Kairous Asia Limited [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock, shares issued | 348,143 | ||||||
Sale of stock, price per share | $ 10 | ||||||
Proceeds from private placement | $ 3,481,430 | ||||||
Initial Public Offering & Private Placement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from issuance initial public offering | $ 78,780,000 | ||||||
Purchase price, per unit | $ 10.10 |
SCHEDULE OF CONTINGENTLY REDEEM
SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Ordinary shares subject to possible redemption | $ 22,414,675 | $ 78,894,512 |
Redemption of ordinary shares | (58,312,401) | |
Common Class A [Member] | ||
Gross Proceeds | 78,000,000 | |
Transaction costs allocated to ordinary shares | (4,599,397) | |
Proceeds allocated to public warrants | (8,275,700) | |
Total gross proceeds | (12,875,197) | |
Remeasurement adjustment of carrying value to redemption value | 13,655,197 | |
Current period measurement adjustment of ordinary shares to redemption value | 1,832,564 | 114,512 |
Ordinary shares subject to possible redemption | $ 22,414,675 | $ 78,894,512 |
SCHEDULE OF CONTINGENTLY REDE_2
SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK (Details) (Parenthetical) | 9 Months Ended |
Mar. 31, 2023 shares | |
Accounting Policies [Abstract] | |
Stock redeemed or called during period shares | 5,710,184 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | ||
Dec. 16, 2021 | Mar. 31, 2023 | Jun. 30, 2022 | |
cash | $ 123,327 | $ 482,965 | |
cash equivalents | 0 | 0 | |
Assets held in trust | 22,400,000 | $ 78,900,000 | |
Underwriter fees | 4,289,900 | ||
Underwriting fees | $ 1,559,900 | $ 59,900 | |
Deferred underwriter fees | $ 2,730,000 | ||
Stock redeemed or called during period shares | 5,710,184 | ||
Redemption amount | $ 58,312,401 | ||
Ordinary shares subject to possible redemption, outstanding | 2,089,816 | 7,800,000 | |
Ordinary shares subject to possible redemption, value | $ 22,414,675 | $ 78,894,512 | |
Unrecognized tax benefits | 0 | 0 | |
Income tax penalties and interest accrued | 0 | $ 0 | |
Cash FDIC insured amount | 250,000 | ||
IPO [Member] | |||
Underwriting fees | 1,559,900 | ||
Deferred Underwriting Commissions [Member] | |||
Deferred underwriter fees | 2,730,000 | ||
Other Cost [Member] | |||
Transaction costs | $ 894,582 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 9 Months Ended | ||
Dec. 16, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance initial public offering | $ 76,440,100 | ||
Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrant exercise price | $ 11.50 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, shares issued | 7,500,000 | ||
Sale of stock, price per share | $ 10 | ||
Proceeds from issuance initial public offering | $ 75,000,000 | $ 2,625,000 | |
Over-Allotment Option [Member] | Underwriter [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of options exercised | 300,000 | ||
Proceeds from exercise of options | $ 3,000,000 |
PRIVATE PLACEMENTS (Details Nar
PRIVATE PLACEMENTS (Details Narrative) | Dec. 16, 2021 USD ($) $ / shares shares |
Options [Member] | Underwriter [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Number of options exercised | shares | 9,000 |
Proceeds from exercise of options | $ | $ 90,000 |
Private Placement [Member] | Kairous Asia Limited [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of stock, shares issued | shares | 348,143 |
Sale of stock, price per share | $ / shares | $ 10 |
Proceeds from private placement | $ | $ 3,481,430 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 21, 2021 | May 12, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | May 10, 2023 | Mar. 10, 2023 | Dec. 14, 2022 | Apr. 23, 2021 | |
Related Party Transaction [Line Items] | |||||||||||
Operating expenses | $ 213,776 | $ 70,138 | $ 823,975 | $ 91,308 | |||||||
Outstanding working capital loans | 370,000 | 370,000 | $ 70,000 | ||||||||
Proceeds from related party debt | 300,000 | 70,000 | |||||||||
Outstanding extension loans | $ 720,000 | $ 720,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Business combination ordinary price per share | $ 10.10 | ||||||||||
Working Capital Loans [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Promissory note increased | $ 1,000,000 | ||||||||||
Promissory Note [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Non-interest bearing unsecured promissory note | $ 360,000 | $ 360,000 | |||||||||
Business Acquisition [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Business acquisition description of acquired entity | 20 trading days within any 30-trading day period | ||||||||||
Affiliate Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Business acquisition share price | $ 10.10 | $ 10.10 | |||||||||
Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payment for office space | $ 5,000 | ||||||||||
Management fees | $ 14,969 | $ 15,000 | 44,969 | $ 17,419 | |||||||
Operating expenses | 14,777 | ||||||||||
Proceeds from related party debt | 213,746 | ||||||||||
Sponsor [Member] | Related Party [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related parties current | $ 0 | $ 0 | $ 0 | ||||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Line of credit facility | $ 200,000 | ||||||||||
Sponsor [Member] | Affiliate Sponsor [Member] | Working Capital Loans [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Business acquisition share price | $ 10.10 | $ 10.10 | |||||||||
Over-Allotment Option [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of stock price per share | $ 12 | $ 12 | |||||||||
Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares issued | 2,156,250 | ||||||||||
Deferred offering costs | $ 25,000 | ||||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 281,250 | ||||||||||
Percentage of issued and outstanding shares | 20% | ||||||||||
Founder Shares [Member] | Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 75,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | ||
Dec. 16, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of options granted | 1,125,000 | ||
Percentage of underwriting discount fee | $ 0.20 | ||
Proceeds from issuance initial public offering | $ 1,725,000 | ||
Deferred fee, per share | $ 0.35 | ||
Proceeds from issuance initial public offering | $ 76,440,100 | ||
Payments for underwriting expense | $ 1,559,900 | 59,900 | |
Deferred purchase fee | 100 | ||
Deferred underwriting fee | $ 105,000 | ||
Shares issued to representative shares | 39,000 | ||
Additional issuance costs | $ 341,230 | ||
Number of shares issued for acquisition | 26,732,672 | ||
Value of stock issued in acquisition | $ 270,000,000 | ||
Number of shares issued for acquisition | 26,465,345 | ||
Number of shares held back | 267,327 | ||
Number of additional shares issued | 5,400,000 | ||
Remaining minimum amount committed | $ 5,600,000 | ||
Share price per share | $ 10.10 | ||
Business Combination Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Business acquisition, share price | $ 10.10 | ||
Over-Allotment Option [Member] | Underwriters Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Cash underwriting discount | $ 1,500,000 | ||
Over-Allotment Option [Member] | Underwriter [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of options exercised | 300,000 | ||
Proceeds from exercise of options | $ 3,000,000 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance initial public offering | 3,018,750 | ||
Proceeds from issuance initial public offering | $ 75,000,000 | 2,625,000 | |
Payments for underwriting expense | $ 1,559,900 | ||
Share price per share | $ 10 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | |
Class of Warrant or Right [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares outstanding | 2,346,143 | 2,346,143 |
Common shares, shares issued | 2,346,143 | 2,346,143 |
Subject to possible redemption shares | 2,089,816 | 7,800,000 |
Stock redeemed or called during period shares | 5,710,184 | |
Reedemped for trust account | $ 58,312,401 | |
Warrant redemption, description | if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; | |
Shares issuable conversion of percentage on shares outstanding | 9.80% | |
Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, redemption price | $ 11.50 | |
Class of warrant or right, redemption price | $ 0.01 |