noco-noco 10-Q21 Aug 232023 Q2 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 21, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Entity File Number	001-41394
Entity Registrant Name	Prime Number Acquisition I Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2378484
Entity Address, Address Line One	1129 Northern Blvd., Suite 404
Entity Address, City or Town	Manhasset
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	11030
City Area Code	347
Local Phone Number	329-1575
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
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		6,923,691
Entity Central Index Key	0001858180
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common Stock
Document and Entity Information
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	PNAC
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share
Document and Entity Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	PNACW
Security Exchange Name	NASDAQ
Rights, each right exchangeable for one-eighth (1/8) of one share of Class A common stock at the closing of a business combination
Document and Entity Information
Title of 12(b) Security	Rights, each right exchangeable for one-eighth (1/8) of one share of Class A common stock at the closing of a business combination
Trading Symbol	PNACR
Security Exchange Name	NASDAQ
Units, each consisting of one share of Common Stock, one-half of one Warrant, and one right
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Common Stock, one-half of one Warrant, and one right
Trading Symbol	PNACU
Security Exchange Name	NASDAQ

UNAUDITED CONDENSED BALANCE SHE

UNAUDITED CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 113,232	$ 278,295
Prepaid expenses	87,874	125,384
Investments held in Trust Account	52,141,186	66,718,520
Total current assets	52,342,292	67,122,199
Total Assets	52,342,292	67,122,199
Current Liabilities
Accounts payable and accrued expenses	570,282	90,004
Franchise tax payable	14,559	43,853
Income tax payable	294,025	112,446
Excise tax payable	160,844	0
Deferred income tax liability	27,864	37,190
Deferred underwriting fee payable	2,257,500	2,257,500
Total current liabilities	3,682,668	2,540,993
Total Liabilities	3,682,668	2,540,993
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $0.0001 par value; 400,000 shares authorized, none issued or outstanding
Additional paid-in capital	0	0
Accumulated deficit	(3,481,763)	(2,137,515)
Total Stockholders' Deficit	(3,481,562)	(2,137,314)
Total Liabilities, Redeemable Common Stock and Stockholders' Deficit	52,342,292	67,122,199
Related Party
Current Liabilities
Promissory note	24,000	0
Noco-Noco Pte. Ltd
Current Liabilities
Promissory note	333,594	0
Class A common stock
Stockholders' Deficit
Common stock	201	201
Class A common stock subject to possible redemption
Current Liabilities
Common stock subject to possible redemption, 4,912,299 shares at redemption value of $10.61 and $10.34 per share as of June 30, 2023 and December 31, 2022, respectively	52,141,186	66,718,520
Class B common stock
Stockholders' Deficit
Common stock	$ 0	$ 0

UNAUDITED CONDENSED BALANCE S_2

UNAUDITED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	400,000	400,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value, (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	2,011,392
Common stock, shares outstanding	2,011,392
Class A common stock subject to possible redemption
Common stock subject to possible redemption (in shares)	4,912,299	4,912,299
Common stock subject to possible redemption, redemption value per share	$ 10.61	$ 10.34
Class A common stock not subject to possible redemption
Common stock, par value, (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	2,011,392	2,011,392
Common stock, shares outstanding	2,011,392	2,011,392
Class B common stock
Common stock, par value, (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
General and administrative expenses	$ 488,468	$ 104,831	$ 813,128	$ 110,656
Franchise tax expenses	15,500	25,117	32,100	29,244
Loss from operations	(503,968)	(129,948)	(845,228)	(139,900)
Interest earned on investment held in Trust Account	754,253	15,924	1,425,412	15,924
Unrealized gain on investments held in Trust Account	(42,081)	47,648	0	47,648
Income (loss) before income taxes	208,204	(66,376)	580,184	(76,328)
Income taxes provision	(125,872)	0	(265,895)
Deferred income taxes provision	10,755	0	9,326
Net income (loss)	$ 93,087	$ (66,376)	$ 323,615	$ (76,328)
Redeemable common stock
Weighted average shares outstanding, basic	5,664,064	3,153,333	6,057,032	1,576,667
Weighted average shares outstanding, diluted	5,664,064	3,153,333	6,057,032	1,576,667
Basic net income (loss) per share	$ 0.05	$ 1.24	$ 0.10	$ 3.56
Diluted net income (loss) per share	$ 0.05	$ 1.24	$ 0.10	$ 3.56
Non-redeemable common stock
Weighted average shares outstanding, basic	2,011,392	1,872,514	2,011,392	1,798,757
Weighted average shares outstanding, diluted	2,011,392	1,872,514	2,011,392	1,798,757
Basic net income (loss) per share	$ (0.09)	$ (2.12)	$ (0.15)	$ (3.16)
Diluted net income (loss) per share	$ (0.09)	$ (2.12)	$ (0.15)	$ (3.16)

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY(DEFICIT) - USD ($)	Class A common stock Common Stock Initial Public Offering	Class A common stock Common Stock Private Placement	Class A common stock Common Stock	Additional Paid-in Capital Initial Public Offering	Additional Paid-in Capital Private Placement	Additional Paid-in Capital	Accumulated Deficit	Initial Public Offering	Private Placement	Total
Balance at the beginning at Dec. 31, 2021			$ 173			$ 24,827	$ (1,357)			$ 23,643
Balance at the beginning (in shares) at Dec. 31, 2021			1,725,000
CHANGES IN STOCKHOLDER'S EQUITY(DEFICIT)
Net income			$ 0			0	(9,952)			(9,952)
Balance at the end at Mar. 31, 2022			$ 173			24,827	(11,309)			13,691
Balance at the end (in shares) at Mar. 31, 2022			1,725,000
Balance at the beginning at Dec. 31, 2021			$ 173			24,827	(1,357)			23,643
Balance at the beginning (in shares) at Dec. 31, 2021			1,725,000
CHANGES IN STOCKHOLDER'S EQUITY(DEFICIT)
Accretion of common stock to redemption value										(10,540,369)
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against accumulated deficit										(63,572)
Net income										(76,328)
Balance at the end at Jun. 30, 2022			$ 201				(1,490,826)			(1,490,625)
Balance at the end (in shares) at Jun. 30, 2022			2,011,392
Balance at the beginning at Dec. 31, 2021			$ 173			24,827	(1,357)			23,643
Balance at the beginning (in shares) at Dec. 31, 2021			1,725,000
Balance at the end at Dec. 31, 2022			$ 201			0	(2,137,515)			(2,137,314)
Balance at the end (in shares) at Dec. 31, 2022			2,011,392
Balance at the beginning at Mar. 31, 2022			$ 173			24,827	(11,309)			13,691
Balance at the beginning (in shares) at Mar. 31, 2022			1,725,000
CHANGES IN STOCKHOLDER'S EQUITY(DEFICIT)
Sale of units	$ 645	$ 40		$ 64,499,355	$ 3,988,880			$ 64,500,000	$ 3,988,920
Sale of units (in shares)	6,450,000	398,892
Forfeiture of Founder Shares			$ (11)			(11)				(22)
Forfeiture of Founder Shares (in shares)			(112,500)
Underwriter commissions						(3,547,500)				(3,547,500)
Offering costs						(571,515)				(571,515)
Reimbursement of offering expense from underwriter						45,750				45,750
Reclassification of common stock subject to redemption			$ (645)			(59,016,855)				(59,017,500)
Reclassification of common stock subject to redemption (in shares)			(6,450,000)
Allocation of offering costs to common stock subject to redemption						3,767,869				3,767,869
Accretion of common stock to redemption value						(9,190,800)	(1,349,569)			(10,540,369)
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against accumulated deficit							(63,572)			(63,572)
Net income							(66,376)			(66,376)
Balance at the end at Jun. 30, 2022			$ 201				(1,490,826)			(1,490,625)
Balance at the end (in shares) at Jun. 30, 2022			2,011,392
Balance at the beginning at Dec. 31, 2022			$ 201			0	(2,137,515)			(2,137,314)
Balance at the beginning (in shares) at Dec. 31, 2022			2,011,392
CHANGES IN STOCKHOLDER'S EQUITY(DEFICIT)
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against accumulated deficit			$ 0			0	(713,240)			(713,240)
Net income			0			0	230,529			230,529
Balance at the end at Mar. 31, 2023			$ 201			0	(2,620,226)			(2,620,025)
Balance at the end (in shares) at Mar. 31, 2023			2,011,392
Balance at the beginning at Dec. 31, 2022			$ 201			0	(2,137,515)			(2,137,314)
Balance at the beginning (in shares) at Dec. 31, 2022			2,011,392
CHANGES IN STOCKHOLDER'S EQUITY(DEFICIT)
Accretion of common stock to redemption value										(81,608)
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against accumulated deficit										(1,425,412)
Net income										323,615
Balance at the end at Jun. 30, 2023			$ 201				(3,481,763)			(3,481,562)
Balance at the end (in shares) at Jun. 30, 2023			2,011,392
Balance at the beginning at Mar. 31, 2023			$ 201			$ 0	(2,620,226)			(2,620,025)
Balance at the beginning (in shares) at Mar. 31, 2023			2,011,392
CHANGES IN STOCKHOLDER'S EQUITY(DEFICIT)
Accretion of common stock to redemption value										(81,608)
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against accumulated deficit							(712,172)			(712,172)
Reimbursement from Trust for franchise and income taxes							168,392			168,392
Additional amount deposited into trust							(250,000)			(250,000)
Excise tax liability							(160,844)			(160,844)
Net income							93,087			93,087
Balance at the end at Jun. 30, 2023			$ 201				$ (3,481,763)			$ (3,481,562)
Balance at the end (in shares) at Jun. 30, 2023			2,011,392

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Cash flows from operating activities:
Net income (loss)			$ 323,615	$ (76,328)
Adjustments to reconcile net cash used in operating activities:
Interest earned on investment held in Trust Account			(1,425,412)	(15,924)
Unrealized gain on investments held in Trust Account	$ 42,081	$ (47,648)	0	(47,648)
Deferred income tax			(9,325)	0
Changes in operating assets and liabilities:
Prepaid expenses			37,510	(190,101)
Accounts payable and accrued expenses			480,278	95,390
Franchise tax payable			(29,294)	25,117
Income Tax Payable			181,579	0
Net cash used in operating activities			(441,049)	(209,494)
Cash Flows from Investing Activities:
Cash deposited in Trust Account			(250,000)	0
Cash withdrawn from Trust Account to pay taxes			168,392	0
Cash withdrawn from Trust Account to public stockholder redemptions			16,084,352	0
Purchase of investment held in Trust Account			0	(65,790,000)
Net cash used in financing activities			16,002,744	(65,790,000)
Cash Flows from Financing Activities:
Proceeds from issuance of insider shares to the initial stockholders			0	0
Proceeds from sale of public units through public offering			0	64,500,000
Proceeds from sale of private placement units			0	3,988,920
Reimbursement of expenses from underwriter			0	45,750
Payment of public stockholder redemptions			(16,084,352)	0
Repayment of promissory note to related party			0	(350,000)
Payment of underwriters' commissions			0	(1,290,000)
Payment of deferred offering costs			0	(323,198)
Net cash provided by financing activities			(15,726,758)	66,571,472
Net change in cash			(165,063)	571,978
Cash, beginning of the period			278,295	125,303	$ 125,303
Cash, end of the period	113,232	697,281	113,232	697,281	$ 278,295
Supplemental Disclosure of Non-cash Financing Activities
Initial classification of common stock subject to redemption			0	59,017,500
Allocation of offering costs to common stock subject to redemption			0	3,767,869
Accretion of common stock to redemption value	$ 81,608	$ 10,540,369	81,608	10,540,369
Subsequent measurement of common stock to redemption value			1,425,412	63,572
Related Party
Cash Flows from Financing Activities:
Proceeds from promissory note			24,000	0
Noco-Noco Pte. Ltd
Cash Flows from Financing Activities:
Proceeds from promissory note			$ 333,594	$ 0

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
Description of Organization and Business Operations	Jun. 30, 2023
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Prime Number Acquisition I Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on February 25, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “initial business combination”). The Company is an early stage and emerging growth company and, as such, it is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not commenced any operations. Activities before May 17, 2022 are related to the formation and IPO, while the activities after May 17, 2022 are mainly focused on searching and identifying the Initial business combination target. The Company will not generate any operating revenues until after the completion of 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 IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsors are Prime Number Acquisition LLC (“Sponsor A”) and Glorious Capital LLC (“Sponsor B”) (collectively the “Sponsors”), both are Delaware limited liability companies. The registration statement for the Company’s IPO became effective on May 12, 2022. On May 17, 2022, the Company consummated the initial public offering (the “IPO”) of 6,450,000 units (the “Public Units”) which included 450,000 units issued upon the partial exercise of the underwriters’ over-allotment option. The Public Units were sold at an offering price of $10.00 per unit, with each Public Unit consists of one share (the “Public Shares”) of the Company’s Class A common stock (the “Class A common stock”), one half Upon the closing of the IPO and the private placement on May 17, 2022, the proceeds of $65,790,000 (or $10.20 per Public Unit) in the aggregate from the IPO and the private placement were placed in a trust account (the “Trust Account” as defined in Note 5) with Wilmington Trust, N.A. acting as trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial business combination or the liquidation due to the Company’s failure to complete an initial business combination within the applicable period of time. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s holders of its outstanding Public Shares (the “Public Stockholders”). In addition, interest income earned on the funds in the Trust Account may be released to the Company to pay its income or other tax obligations. With these exceptions, expenses incurred by the Company may be paid prior to an Initial business combination only from the net proceeds of the IPO and private placement not held in the Trust Account. Pursuant to Nasdaq listing rules, the Company’s initial business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination, although the Company may structure an initial business combination with one or more target businesses whose fair market value significantly exceeds 80% of the Trust Account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of an initial business combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company) to pay its franchise and income tax obligations. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing an initial business combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with an initial business combination, the Company’s Sponsors and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares, the Private Shares, and any Public Shares purchased during or after the IPO in favor of approving an initial business combination and (b) not to convert any shares (including the Founder Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed initial business combination. The Company’s Initial Stockholders have agreed (A) to vote their Founder Shares, Private Shares and any Public Shares they own in favor of any proposed initial business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to the Company’s certificate of incorporation that would affect the substance or timing of the Company’s redemption obligation to redeem all public shares if the Company cannot complete an initial business combination within the Combination Period (as defined below), unless the Company provides Public Stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares, including Founder Shares, Private Shares and any Public Shares they own into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the Company’s proposed initial business combination or sell any shares to the Company in any tender offer in connection with its proposed initial business combination, and (D) that the Founder Shares and Private Shares shall not participate in any liquidating distribution upon winding up if an initial business combination is not consummated. If the Company seeks stockholder approval of an initial business combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold the IPO. The Initial Stockholders and underwriters have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of an initial business combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete an initial business combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Under the Company’s then effective Amended and Restated Certificate of Incorporation, the Company would have until May 17, 2023 (or November 17, 2023 if the Company extends the period of time to consummate an initial business combination) to consummate an initial business combination. On May 15, 2023, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the stockholders of the Company approved the proposal to amend the Company’s then effective Amended and Restated Certificate of Incorporation to (i) allow the Company until May 17, 2023 to consummate an initial business combination, and to (ii) elect to extend the period to consummate an initial business combination up to six times, each by an additional one-month period, for a total of up to six months to November 17, 2023 (“Extended Termination Date”), by depositing to the Company’s Trust Account the amount lesser of (i) $125,000 for each one-month extension or (ii) $0.045 for each Public Share for each one-month extension (the “Extension Amendment Proposal”). Upon the stockholders’ approval, on May 17, 2023, the Company filed a certificate of amendment (the “Charter”) to the then effective Amended and Restated Certificate of Incorporation which became effective upon filing on the same date, pursuant to which, the Company may elect to extend the period to consummate an initial business combination up to six times, each by an additional one-month period (each, a “Monthly Extension”), for a total of up to six months to November 17, 2023, by depositing to the Trust Account $125,000 for each one-month extension. In connection with the votes to approve the Extension Amendment Proposal, 1,537,701 Public Shares of the Company were rendered for redemption and cancelled, resulting in a total of 4,912,299 Public Shares, or 6,923,691 Class A Common Stock remaining after the consummation of such process. On May 17, June 14, July 14, and August 16, 2023, an aggregate of $500,000 (or $125,000 per monthly extension) was deposited into the Trust Account to extend time to consummate the business combination by four months to September 17, 2023. Under the Company’s Charter effective on May 17, 2023 and after the Extension, the Company would now have until September 17, 2023 (or November 17, 2023 if the Company extends the period of time to consummate an initial business combination) to consummate an initial business combination (the “Combination Period”). If the Company is unable to complete an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete an initial business combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete an initial business combination within the Combination Period. The Underwriters (as defined in Note 5) have agreed to waive their rights to their Deferred Underwriting Commissions (see Note 6) held in the Trust Account in the event the Company does not complete an initial business combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.20. In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent any claims by a third party 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 (i) $10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the Underwriters of this IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsors will not be responsible to the extent of any liability for such third party claims. On December 29, 2022, the Company, Prime Number Merger Sub Inc. ( “Merger Sub”), a Delaware corporation, NOCO-NOCO PTE. LTD (“noco-noco”), a Singapore private company limited by shares, and certain shareholders of noco-noco (“Sellers”) entered into the Business Combination Agreement (“the Business Combination Agreement”), pursuant to which, (i) the Company shall merge with and into Merger Sub, with the Company being the surviving company and a wholly owned subsidiary of PubCo, a Cayman Islands company to be formed pursuant to the Business Combination Agreement, and (ii) following the merger, New SubCo, a Singapore private company to be formed pursuant to the Business Combination Agreement, will acquire all of the issued and outstanding shares of the Sellers, in exchange for PubCo to issue to the Sellers PubCo Ordinary Shares. Collectively, all the transactions provided in the Business Combination Agreement shall be referred as the Business Combination. On February 2, 2023, Prime Number Holding Limited, formed as the PubCo on December 28, 2022, and Prime Number New Sub Pte. Ltd., formed as New SubCo on January 25, 2023, joined as parties to the Business Combination Agreement. On May 17, 2023, the registration statement on Form F-4 was submitted to the SEC regarding the proposed Business Combination between the Company and noco-noco. On May 17, 2023, the Company issued an unsecured promissory note of $208,594.15 (the “noco-noco Note 1”) to evidence the payments made by noco-noco for the First Monthly Extension payment and 50% of the registration fee for filing of a registration statement/proxy statement in Form F-4 with the U.S. securities and exchange commission. The noco-noco Note 1 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the Company, in cash or shares of the Company at $10.00 per share, at the discretion of the note holder. On June 14, 2023, an aggregate of $125,000 (the “Monthly Extension Payment”) was deposited by noco-noco into the trust account, as a result of which, the Company has extended the period of time it has to consummate its initial business combination by one month from June 17, 2023 to July 17, 2023 (the “June Extension”). The June Extension is the second of the six On July 14, 2023, an aggregate of $125,000 was deposited by noco-noco upon request by the sponsors of the Company, into the Trust Account, as a result of which, the Company has extended the period of time it has to consummate its initial business combination by one month from July 17, 2023 to August 17, 2023 (the “July Extension”). The July Extension is the third of the six On July 14, 2023, the Company issued an unsecured promissory note of $125,000 (the “noco-noco Note 3”) to evidence the payments made by noco-noco for the third Monthly Extension payment. The noco-noco Note 3 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the Company, in cash or shares of the Company at $10.00 per share, at the discretion of the note holder. On August 16, 2023, an aggregate of $125,000 was deposited by noco-noco upon request by the sponsors of the Company, into the Trust Account, as a result of which, the Company has extended the period of time it has to consummate its initial business combination by one month from August 17, 2023 to September 17, 2023 (the “August Extension”). The August Extension is the fourth of the six On August 16, 2023, the Company issued an additional unsecured promissory note of $125,000 (the “noco-noco Note 4”) to evidence the payments made by noco-noco for the fourth Monthly Extension payment. The noco-noco Note 4 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the Company, in cash or shares of the Company at $10.00 per share, at the discretion of the note holder. Going Concern As of June 30, 2023, the Company had cash of $113,232 and a working capital deficit of $726,770 (excluding investments held in trust account, deferred underwriting fee payable, franchise payable, excise tax payable, and deferred income tax liability and taxes payable). The Company’s liquidity needs up to the closing of the IPO on May 17, 2022 had been satisfied through proceeds from notes payable and advances from a related party and from the issuance of common stock. On May 15, 2023, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow an extension to November 17, 2023 on a month-by-month basis. On May 17, June 14, July 14 August 16 September 17, 2023 In order to finance transaction costs in connection with an initial business combination, the Company’s Sponsors or an affiliate of the Sponsors 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 an initial business combination within the Combination Period. If the estimated costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to its initial business combination. Moreover, the Company may need to obtain additional financing either to complete its initial business combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its initial business combination, in which case the Company may issue additional securities or incur debt in connection with such initial business combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our initial business combination. 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 an initial 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. Risks and Uncertainties Management has evaluated the impact of persistent inflation and rising interest rates, financial market instability, including the recent bank failures, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the conflict in Ukraine and the surrounding region, and has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with an initial 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 an initial 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 initial business combination, extension or otherwise, (ii) the structure of an initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with an initial business combination (or otherwise issued not in connection with an initial business combination but issued within the same taxable year of an initial 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; however, the Company will not use the funds held in the Trust Account or any additional amounts deposited into the Trust Account, as well as any interest earned thereon, to pay the excise tax, if any. The foregoing could cause a reduction in the cash available on hand to complete an initial business combination and in the Company’s ability to complete an initial business combination. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in May 2023; as a result, the Company recorded $160,844 excise tax liability as of June 30, 2023. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
Significant Accounting Policies	Jun. 30, 2023
Significant Accounting Policies
Significant Accounting Policies	Note 2 — 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 (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto included in the Annual Report for the year ended December 31, 2022, which are included in Form 10-K filed on April 3, 2023. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $113,232 and $278,295 in cash as of June 30, 2023 and December 31, 2022, respectively, and none in cash equivalents for both periods. Investments Held in Trust Account As of June 30, 2023, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its U.S. Treasury securities as trading securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments—Debt and Equity Securities.” Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of all assets held in the Trust Account are determined using available market information and classified as Level 1 measurements. Offering Costs Associated with the IPO The Company complies with the requirements of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (the “ASC”) Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs were $4,117,889 consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and charged to stockholders’ equity upon the completion of the IPO. Upon completion of the IPO, offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants and rights were charged to equity. Offering costs allocated to the common stocks were charged against the carrying value of common stocks subject to possible redemption upon the completion of the IPO. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 -270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was 43.22% and 0.00% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the six months ended June 30, 2023 and 2022 primarily due to the non-deductible transaction costs. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. Weighted average shares were reduced for the effect of the forfeiture of 112,500 Founder Shares as a result of the Underwriters’ partial exercise of their over-allotment option on May 17, 2022. On June 3, 2022, the Sponsors executed cancellation notices to the transfer agent to forfeit the remaining 112,500 shares for no consideration. The calculation of diluted net income (loss) per share and related weighted average of the shares does not consider the effect of the warrants and rights issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants and rights are contingent upon the occurrence of future events. The warrants are exercisable to purchase 3,225,000 shares of Class A Common Stock in the aggregate, and the rights are exercisable to convert 806,250 shares of Class A Common Stock in the aggregate. At June 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statements of operations is based on the following: Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Net income (loss) $ 93,087 $ (66,376) $ 323,615 $ (76,328) Accretion of common stock to redemption value (1) (81,608) (10,540,369) (81,608) (10,540,369) Subsequent measurement of common stock subject to redemption value (712,172) (63,572) (1,425,412) (63,572) Net loss including accretion of common stock to redemption value $ (700,693) $ (10,670,317) $ (1,183,405) $ (10,680,269) Three Months Ended Three Months Ended June 30, June 30, 2023 2022 Non- Non- Redeemable redeemable Redeemable redeemable share shares shares shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (517,073) $ (183,620) $ (6,694,805) $ (3,975,512) Accretion of common stock to redemption value (1) 81,608 — 10,540,369 — Subsequent measurement of common stock subject to redemption value 712,172 — 63,572 — Allocation of net income (loss) $ 276,707 $ (183,620) $ 3,909,136 $ (3,975,512) Denominator: Basic and diluted weighted average shares outstanding 5,664,064 2,001,389 3,153,333 1,872,514 Basic and diluted net income (loss) per share $ 0.05 $ (0.09) $ 1.24 $ (2.12) Six Months Ended Six Months Ended June 30, June 30, 2023 2022 Non- Non- Redeemable redeemable Redeemable redeemable share shares shares shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (888,392) $ (295,013) $ (4,988,774) $ (5,691,495) Accretion of common stock to redemption value (1) 81,608 — 10,540,369 — Subsequent measurement of common stock subject to redemption value 1,425,412 — 63,572 — Allocation of net income (loss) $ 618,628 $ (295,013) $ 5,615,167 $ (5,691,495) Denominator: Basic and diluted weighted average shares outstanding 6,057,032 2,011,392 1,576,667 1,798,757 Basic and diluted net income (loss) per share $ 0.10 $ (0.15) $ 3.56 $ (3.16) (1) Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account . 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. As of June 30, 2023 and December 31, 2022, 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 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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 FASB 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 common 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. The Company determined that upon further review of the warrant agreement, the Public Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. 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. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, common stock subject to possible redemption are presented at redemption value of $10.61 and $10.34 per share as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Recent Accounting Pronouncements In August 2020, 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, 2024 for the Company 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. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Initial Public Offering

Initial Public Offering	6 Months Ended
Initial Public Offering	Jun. 30, 2023
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the IPO on May 17, 2022, the Company sold 6,450,000 Public Units which included 450,000 units issued upon the partial exercise of the underwriters’ over-allotment option. Each Public Unit consists of one share of Class A common stock, $0.0001 par value per share, one-half one-eighth one-eighth All of the 6,450,000 Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the initial business combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company’s redeemable Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of June 30, 2023, the shares of Class A common stock reflected on the balance sheet are reconciled in the following table. As of June 30, 2023 Gross proceeds $ 64,500,000 Less: Proceeds allocated to Public Warrants (322,500) Proceeds allocated to Public Rights (5,160,000) Offering costs of Public Shares (3,767,868) Plus: Accretion of carrying value to redemption value 11,468,889 Common stock subject to possible redemption - December 31, 2022 66,718,520 Plus: Accretion of carrying value to redemption value - six months ended June 30, 2023 1,507,020 Redemption of Public Shares (16,084,354) Common stock subject to possible redemption - June 30, 2023 $ 52,141,186

Private Placement

Private Placement	6 Months Ended
Private Placement	Jun. 30, 2023
Private Placement
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company sold an aggregate of 398,892 Private Shares, including 349,032 shares to Sponsor A and 49,860 shares to Sponsor B, at a purchase price of $10.00 per Private Share, generating gross proceeds of $3,988,920 (including $3,490,320 from Sponsor A and $498,600 from Sponsor B). The net proceeds from the Private Shares were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete an initial business combination within the Combination Period, the proceeds from the sale of the Private Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Share will expire worthless.

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2023
Related Party Transactions
Related Party Transactions	Note 5 — Related Party Transactions Promissory Note - Related Party On March 19, 2021, Sponsor A agreed to loan the Company up to an aggregate amount of $400,000 to be used, in part, for transaction costs incurred in connection with IPO (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due at the earlier of August 31, 2022 or closing of the IPO. The Company repaid the $350,000 outstanding balance upon the closing of the IPO on May 17, 2022. Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial business combination, the Initial Stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes an initial business combination, it would repay such loaned amounts (the “Working Capital Loans”). In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the U.S. based Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Certain amount of such loans may be convertible into working capital shares at $10.00 per share at the option of the lender. The working capital shares would be identical to the shares sold in the private placement. As of June 30, 2023, the Company had no borrowings under the Working Capital Loans. On April 23, 2023, DBG Global Limited, a member of Sponsor A, agreed to loan the Company up to $24,000 to be used for a portion of the working capital. This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates its initial business combination or (2) the date on which the Company liquidates. As of June 30, 2023, $24,000 was outstanding under the DBG sponsor loan. Promissory Note - noco-noco On May 17, 2023, the Company issued an unsecured promissory note of $208,594 (the “noco-noco Note 1”) to evidence the payments made by noco-noco for the First Monthly Extension payment and 50% of the registration fee for filing of a registration statement/proxy statement in Form F-4 with the U.S. securities and exchange commission. The noco-noco Note 1 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the Company, in cash or shares of the Company at $10.00 per share, at the discretion of the note holder. On June 14, 2023, the Company issued an unsecured promissory note of $125,000 (the “noco-noco Note 2”) to evidence the payments made by noco-noco for the Second Monthly Extension payment. The noco-noco Note 2 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the Company, in cash or shares of the Company at $10.00 per share, at the discretion of the note holder. As of June 30, 2023, a total amount of $333,594 was outstanding under the noco-noco Note 1 and Note 2. Founder Shares On April 7, 2021, Sponsor A and Sponsor B acquired 1,357,000 shares and 80,500 shares of Class B common stock, respectively. On May 28, 2021, Sponsor A and Sponsor B surrendered 271,400 and 16,100 shares of Class B common stock, respectively, without consideration. On December 22, 2021, the Company effected a 1.5 for 1 stock split of Class B common stock resulting the Sponsors holding 1,725,000 shares of Class B common stock. On December 28, 2021, the Sponsors converted their shares of Class B common stock into 1,725,000 shares of Class A common stock on a one-for-one The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until, with respect to 50% of the Founder Shares, the earlier of six months after the consummation of an initial business combination and the date on which the closing price of the Class A common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after an initial business combination and, with respect to the remaining 50% of the Founder Shares, until the six months after the consummation of an initial business combination, or earlier, in either case, if, subsequent to an initial business combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company has agreed, commencing on May 12, 2022, to pay Sponsor A up to $10,000 per month for office space, administrative and shared personnel support services. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the audit committee that there are insufficient funds held outside the trust to pay actual or anticipated expenses in connection with the initial business combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of the initial business combination. This arrangement will terminate upon the earlier of (a) completion of an initial business combination or (b) twelve months after the completion of the IPO. The Company incurred $30,000 and $60,000, respectively, in fees for these services, for the three and six months ended June 30, 2023. The Company accrued $136,129 and $76,129 administrative fees in the accompanying balance sheets as of June 30, 2023 and December 31, 2022, respectively.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2023
Commitments and Contingencies
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Shares and working capital shares issuable upon conversion of working capital loans, if any, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering, requiring us to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company has granted Prime Number Capital, LLC and WestPark Capital, Inc. (collectively referred to as the “Underwriters”), a 45-day option from the date of the prospectus to purchase up to 900,000 Public Units (one share of Class A common stock, one The Underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $1,290,000. In addition, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $2,257,500 (the “Deferred Underwriting Commissions”), which will be paid upon the closing of an initial business combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
Stockholders' Equity	Jun. 30, 2023
Stockholders' Equity
Stockholders' Equity	Note 7 — Stockholders’ Equity Preferred Stock -- outstanding Class A Common Stock outstanding Class B Common Stock -- outstanding Rights — one-eighth 1/8 If the Company is unable to complete an initial business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any of such funds with respect to their Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Rights, and the Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Rights upon consummation of an initial business combination. Additionally, in no event will the Company be required to net cash settle the Rights. Accordingly, the Rights may expire worthless. Warrants — In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s 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 the board of directors and, in the case of any such issuance to our founders or their affiliates, without taking into account any founder shares held by founders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial business combination (net of redemption), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Price”) 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 Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Company may redeem the outstanding Public Warrants at any time while the Warrants are exercisable: ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the 30 - day redemption period; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock 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” shall mean the average reported last sale price of the common stock 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. Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the Class A common stock issuable upon exercise of the warrants is current and the common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the Class A common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2023
Fair Value Measurements
Fair Value Measurements	Note 8 — Fair Value Measurements The fair value of the Company’s consolidated financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the assessment of the assumptions that market participants would use in pricing the asset or liability. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022, which indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs June 30, 2023 (Level 1) (Level 2) (Level 3) Assets Marketable Securities in the Trust Account 52,141,186 52,141,186 — — Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs December 31, 2022 (Level 1) (Level 2) (Level 3) Assets Marketable Securities in the Trust Account 66,718,520 66,718,520 — —

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2023
Subsequent Events
Subsequent Events	Note 9 — Subsequent Events In accordance with ASC 855, “Subsequent Events,” the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on the review as further disclosed in the footnotes, management identified the following subsequent event requiring disclosure in the financial statements. On July 4, 2023, the Sponsor agreed to loan the Company up to $45,000 to be used for the working capital. This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates its initial business combination or (2) the date on which the Company liquidates. On July 14, 2023, an aggregate of $125,000 was deposited by noco-noco upon request by the sponsors of the Company, into the Trust Account, as a result of which, the Company has extended the period of time it has to consummate its initial business combination by one month from July 17, 2023 to August 17, 2023 (the “July Extension”). The July Extension is the third of the six one-month extensions permitted under the Company’s governing documents. On July 14, 2023, the Company issued an unsecured promissory note of $125,000 (the “noco-noco Note 3”) to evidence the payments made by noco-noco for the third Monthly Extension payment. The noco-noco Note 3 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the Company, in cash or shares of the Company at $10.00 per share, at the discretion of the note holder. On July 25, 2023, the registration statement on Form F-4 relating to the Business Combination filed by PubCo with the SEC, was declared effective by the SEC. On August 13, 2023, the Company entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) and Subscription Agreement (the “FPA Subscription Agreement”) with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, the “Meteora Parties”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement and FPA Subscription Agreement, Seller agreed to subscribe for and purchase, and the Company agreed to issue and sell to Seller, on the Closing, up to 2,000,000 Class A Common Stock of the Company, less the number of Class A Common Stock of the Company purchased by Seller separately from third parties through a broker in the open market at prices no higher than the redemption price. Seller has agreed to waive any redemption rights under the Company’s current Charter with respect to any Class A ordinary shares of the Company purchased through the FPA Subscription Agreement and any Recycled Shares (as defined therein) in connection with the Business Combination, extensions or otherwise that would require redemption by the Company of such shares. On August 14, 2023, PubCo entered into a purchase agreement (the “ELOC Purchase Agreement”) with ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #9 – SPC #9 (“Arena”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, PubCo has the right to direct Arena to purchase up to an aggregate of $150,000,000 of PubCo Ordinary Shares over the 36-month term of the ELOC Purchase Agreement. Under the ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of the Resale Registration Statement (as defined below), PubCo has the right to present Arena with an advance notice (each, an “Advance Notice”) directing Arena to purchase any amount of PubCo Shares (each, an “Advance”) up to the Maximum Advance Amount (as defined herein). Within twenty ( 20 On August 16, 2023, an aggregate of $125,000 was deposited by noco-noco upon request by the sponsors of the Company, into the Trust Account, as a result of which, the Company has extended the period of time it has to consummate its initial business combination by one month from August 17, 2023 to September 17, 2023 (the “August Extension”). The August Extension is the fourth of the six one-month extensions permitted under the Company’s governing documents. On the same date, the Company issued an additional unsecured promissory note of $125,000 (the “noco-noco Note 4”) to evidence the payments made by noco-noco for the fourth Monthly Extension payment. The noco-noco Note 4 bears no interest and is payable in full upon the earlier to occur of (i) the consummation of an initial business combination or (ii) the date of expiry of the term of the Company, in cash or shares of the Company at $10.00 per share, at the discretion of the note holder. On August 16, 2023, the Company held a special meeting of the stockholders (the “Special Meeting”) in connection with the Business Combination (as defined below) contemplated by the Business Combination Agreement. The Business Combination was described in the definitive proxy statement/prospectus included in the Registration Statement on Form F-4 (File No. 333- 271994) that was filed publicly by the PubCo and declared effective by the SEC on July 25, 2023. On July 13, 2023, the record date of the Special Meeting, there were 6,923,691 issued and outstanding shares of Class A Common Stock, approximately 81.20% of which were represented in person or by proxy at the Special Meeting. On August 16, 2023, the stockholders approved (1) the business combination proposal to (a) adopt and approve the Business Combination Agreement and other Transaction Documents as defined in the Business Combination Agreement, (b) approve the Business Combination which includes (i) the Merger between the Company and Merger Sub with the Company surviving the Merger and becoming a wholly owned subsidiary of PubCo, (ii) the Share Exchange whereby the Sellers will exchange their noco-noco Shares for newly issued PubCo Ordinary Shares and noco-noco will be an indirect subsidiary of PubCo, and (iii) other transactions contemplated therein; and (2) the governing document proposal to approve the amended and restated memorandum and articles of association of PubCo to be effective upon consummation of the Business Combination. In connection with the votes to approve the proposals, 2,693,111 Public Shares of the Company were rendered for redemption. As of the date of this report on Form 10-Q, all such Public Shares are in the process of redemption by our transfer agent, VStock Transfer, LLC, which shall result in a total of 2,219,188 Public Shares, or 4,230,580 Class A Common Stock remaining after the consummation of such process.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2023
Significant Accounting Policies
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 (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto included in the Annual Report for the year ended December 31, 2022, which are included in Form 10-K filed on April 3, 2023.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $113,232 and $278,295 in cash as of June 30, 2023 and December 31, 2022, respectively, and none in cash equivalents for both periods.
Investments Held in Trust Account	Investments Held in Trust Account As of June 30, 2023, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its U.S. Treasury securities as trading securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments—Debt and Equity Securities.” Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of all assets held in the Trust Account are determined using available market information and classified as Level 1 measurements.
Offering Costs Associated with the IPO	Offering Costs Associated with the IPO The Company complies with the requirements of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (the “ASC”) Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs were $4,117,889 consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and charged to stockholders’ equity upon the completion of the IPO. Upon completion of the IPO, offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants and rights were charged to equity. Offering costs allocated to the common stocks were charged against the carrying value of common stocks subject to possible redemption upon the completion of the IPO.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 -270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was 43.22% and 0.00% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the six months ended June 30, 2023 and 2022 primarily due to the non-deductible transaction costs. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Share	Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. Weighted average shares were reduced for the effect of the forfeiture of 112,500 Founder Shares as a result of the Underwriters’ partial exercise of their over-allotment option on May 17, 2022. On June 3, 2022, the Sponsors executed cancellation notices to the transfer agent to forfeit the remaining 112,500 shares for no consideration. The calculation of diluted net income (loss) per share and related weighted average of the shares does not consider the effect of the warrants and rights issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants and rights are contingent upon the occurrence of future events. The warrants are exercisable to purchase 3,225,000 shares of Class A Common Stock in the aggregate, and the rights are exercisable to convert 806,250 shares of Class A Common Stock in the aggregate. At June 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statements of operations is based on the following: Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Net income (loss) $ 93,087 $ (66,376) $ 323,615 $ (76,328) Accretion of common stock to redemption value (1) (81,608) (10,540,369) (81,608) (10,540,369) Subsequent measurement of common stock subject to redemption value (712,172) (63,572) (1,425,412) (63,572) Net loss including accretion of common stock to redemption value $ (700,693) $ (10,670,317) $ (1,183,405) $ (10,680,269) Three Months Ended Three Months Ended June 30, June 30, 2023 2022 Non- Non- Redeemable redeemable Redeemable redeemable share shares shares shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (517,073) $ (183,620) $ (6,694,805) $ (3,975,512) Accretion of common stock to redemption value (1) 81,608 — 10,540,369 — Subsequent measurement of common stock subject to redemption value 712,172 — 63,572 — Allocation of net income (loss) $ 276,707 $ (183,620) $ 3,909,136 $ (3,975,512) Denominator: Basic and diluted weighted average shares outstanding 5,664,064 2,001,389 3,153,333 1,872,514 Basic and diluted net income (loss) per share $ 0.05 $ (0.09) $ 1.24 $ (2.12) Six Months Ended Six Months Ended June 30, June 30, 2023 2022 Non- Non- Redeemable redeemable Redeemable redeemable share shares shares shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (888,392) $ (295,013) $ (4,988,774) $ (5,691,495) Accretion of common stock to redemption value (1) 81,608 — 10,540,369 — Subsequent measurement of common stock subject to redemption value 1,425,412 — 63,572 — Allocation of net income (loss) $ 618,628 $ (295,013) $ 5,615,167 $ (5,691,495) Denominator: Basic and diluted weighted average shares outstanding 6,057,032 2,011,392 1,576,667 1,798,757 Basic and diluted net income (loss) per share $ 0.10 $ (0.15) $ 3.56 $ (3.16) (1) Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account .
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. As of June 30, 2023 and December 31, 2022, 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 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
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 FASB 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 common 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. The Company determined that upon further review of the warrant agreement, the Public Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. 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.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, common stock subject to possible redemption are presented at redemption value of $10.61 and $10.34 per share as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, 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, 2024 for the Company 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. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	6 Months Ended
Significant Accounting Policies (Tables)	Jun. 30, 2023
Significant Accounting Policies
Schedule of net income (loss) per share	Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Net income (loss) $ 93,087 $ (66,376) $ 323,615 $ (76,328) Accretion of common stock to redemption value (1) (81,608) (10,540,369) (81,608) (10,540,369) Subsequent measurement of common stock subject to redemption value (712,172) (63,572) (1,425,412) (63,572) Net loss including accretion of common stock to redemption value $ (700,693) $ (10,670,317) $ (1,183,405) $ (10,680,269) Three Months Ended Three Months Ended June 30, June 30, 2023 2022 Non- Non- Redeemable redeemable Redeemable redeemable share shares shares shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (517,073) $ (183,620) $ (6,694,805) $ (3,975,512) Accretion of common stock to redemption value (1) 81,608 — 10,540,369 — Subsequent measurement of common stock subject to redemption value 712,172 — 63,572 — Allocation of net income (loss) $ 276,707 $ (183,620) $ 3,909,136 $ (3,975,512) Denominator: Basic and diluted weighted average shares outstanding 5,664,064 2,001,389 3,153,333 1,872,514 Basic and diluted net income (loss) per share $ 0.05 $ (0.09) $ 1.24 $ (2.12) Six Months Ended Six Months Ended June 30, June 30, 2023 2022 Non- Non- Redeemable redeemable Redeemable redeemable share shares shares shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (888,392) $ (295,013) $ (4,988,774) $ (5,691,495) Accretion of common stock to redemption value (1) 81,608 — 10,540,369 — Subsequent measurement of common stock subject to redemption value 1,425,412 — 63,572 — Allocation of net income (loss) $ 618,628 $ (295,013) $ 5,615,167 $ (5,691,495) Denominator: Basic and diluted weighted average shares outstanding 6,057,032 2,011,392 1,576,667 1,798,757 Basic and diluted net income (loss) per share $ 0.10 $ (0.15) $ 3.56 $ (3.16) (1) Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account .

Initial Public Offering (Tables

Initial Public Offering (Tables)	6 Months Ended
Initial Public Offering (Tables)	Jun. 30, 2023
Initial Public Offering
Schedule of reconciliation of shares of Class A common stock	As of June 30, 2023 Gross proceeds $ 64,500,000 Less: Proceeds allocated to Public Warrants (322,500) Proceeds allocated to Public Rights (5,160,000) Offering costs of Public Shares (3,767,868) Plus: Accretion of carrying value to redemption value 11,468,889 Common stock subject to possible redemption - December 31, 2022 66,718,520 Plus: Accretion of carrying value to redemption value - six months ended June 30, 2023 1,507,020 Redemption of Public Shares (16,084,354) Common stock subject to possible redemption - June 30, 2023 $ 52,141,186

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2023
Fair Value Measurements
Schedule of assets that are measured at fair value on a recurring basis	Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs June 30, 2023 (Level 1) (Level 2) (Level 3) Assets Marketable Securities in the Trust Account 52,141,186 52,141,186 — — Significant Significant Quoted Prices Other Other in Active Observable Unobservable Markets Inputs Inputs December 31, 2022 (Level 1) (Level 2) (Level 3) Assets Marketable Securities in the Trust Account 66,718,520 66,718,520 — —

Description of Organization a_2

Description of Organization and Business Operations (Details)						3 Months Ended	6 Months Ended
	Aug. 16, 2023 USD ($) $ / shares	Jul. 14, 2023 USD ($) $ / shares	Jun. 14, 2023 USD ($) $ / shares	May 17, 2023 USD ($) $ / shares	May 17, 2022 USD ($) $ / shares shares	Aug. 16, 2023 USD ($) $ / shares	Jun. 30, 2023 USD ($) item $ / shares shares	Jun. 30, 2022 USD ($)	Sep. 17, 2023 USD ($)	Dec. 31, 2022 USD ($)
Description of Organization and Business Operations
Condition for future business combination number of businesses minimum \| item							1
Gross proceeds from issuance initial public offering							$ 0	$ 64,500,000
Sale of stock, price per share \| $ / shares							$ 10.20
Condition for future business combination use of proceeds percentage					80
Condition for future business combination threshold percentage ownership					50
Redemption limit percentage without prior consent					15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100%
Cash							$ 113,232			$ 278,295
Cash held outside of the Trust Account				$ 500,000
Monthly extension of deposit into trust account			$ 125,000
Working capital							726,770
Excise tax payable							$ 160,844			$ 0
Forecast
Description of Organization and Business Operations
Monthly extension of deposit into trust account									$ 125,000
Subsequent Event
Description of Organization and Business Operations
Monthly extension of deposit into trust account	$ 125,000	$ 125,000				$ 125,000
Extension Amendment Proposal
Description of Organization and Business Operations
Maximum number of times to extend the period for consummation of initial business combination \| item							6
Number of months in the additional extension of termination date						4 months	1 month
Maximum period for extension of period to consummate the initial business combination							6 months
Aggregate amount deposited into trust account	500,000					$ 500,000
Amount of deposit in trust account for each one-month extension, condition one	$ 125,000	$ 125,000	$ 125,000	$ 125,000		$ 125,000	$ 125,000
Per share amount deposit in the trust account for each Public Share for each one-month extension, condition two \| $ / shares							$ 0.045
Aggregate amount of deposit in trust account for extension of consummation of business combination							$ 6,923,691
Extension Amendment Proposal \| Noco-Noco Pte. Ltd
Description of Organization and Business Operations
Purchase price, per unit \| $ / shares	$ 10	$ 10	$ 10	$ 10		$ 10
Number of months in the additional extension of termination date	1 month	1 month	1 month
Maximum period for extension of period to consummate the initial business combination	6 months	6 months	6 months
Amount of deposit in trust account for each one-month extension, condition one	$ 125,000	$ 125,000	$ 125,000			$ 125,000
Unsecured promissory note amount	$ 125,000	$ 125,000	$ 125,000	$ 208,594.15		$ 125,000
Percentage of debt financing fee				50%
Excise tax payable							$ 160,844
Public unit
Description of Organization and Business Operations
Sale of stock, price per share \| $ / shares					$ 10.20		$ 10.20
Public shares \| Extension Amendment Proposal
Description of Organization and Business Operations
Maximum period for extension of period to consummate the initial business combination							1 month
Number of shares rendered for redemption \| shares							1,537,701
Shares rendered for redemption and cancelled \| shares							4,912,299
Initial Public Offering
Description of Organization and Business Operations
Number of units sold \| shares					6,450,000
Purchase price, per unit \| $ / shares					$ 10
Gross proceeds from issuance initial public offering					$ 64,500,000
Proceeds from sale of stock					$ 65,790,000
Initial Public Offering \| Public unit
Description of Organization and Business Operations
Sale of stock, price per share \| $ / shares					$ 10.20
Initial Public Offering \| Class A common stock
Description of Organization and Business Operations
Number of shares in a unit \| shares					1
Initial Public Offering \| Warrants
Description of Organization and Business Operations
Number of warrants or rights in the unit \| shares					0.5
Initial Public Offering \| Rights
Description of Organization and Business Operations
Number of warrants or rights in the unit \| shares					1
Initial Public Offering \| Rights \| Class A common stock
Description of Organization and Business Operations
Number of warrants or rights in the unit \| shares					0.125
Private Placement
Description of Organization and Business Operations
Number of units sold \| shares					398,892
Purchase price, per unit \| $ / shares					$ 10
Gross proceeds from issuance initial public offering					$ 3,988,920
Over-allotment option
Description of Organization and Business Operations
Number of units sold \| shares					450,000
Over-allotment option \| Class A common stock
Description of Organization and Business Operations
Number of shares in a unit \| shares					1
Over-allotment option \| Warrants
Description of Organization and Business Operations
Number of warrants or rights in the unit \| shares					0.5
Over-allotment option \| Rights
Description of Organization and Business Operations
Number of warrants or rights in the unit \| shares					1
Sponsor A \| Private Placement
Description of Organization and Business Operations
Number of units sold \| shares					349,032
Gross proceeds from issuance initial public offering					$ 3,490,320
Sponsor B \| Private Placement
Description of Organization and Business Operations
Number of units sold \| shares					49,860
Gross proceeds from issuance initial public offering					$ 498,600

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	6 Months Ended
Significant Accounting Policies (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Jun. 03, 2022	May 17, 2022
Significant Accounting Policies
Cash	$ 113,232		$ 278,295
Cash equivalents	0		0
Deferred offering costs	$ 4,117,889
Effective tax rate	43.22%	0%
Statutory tax rate	21%	21%
Unrecognized tax benefits	$ 0		0
Unrecognized tax benefits accrued for interest and penalties	$ 0		$ 0
Sponsor
Significant Accounting Policies
Maximum shares subject to forfeiture				112,500
Over-allotment option
Significant Accounting Policies
Shares subject to forfeiture				112,500	112,500
Warrants
Significant Accounting Policies
Number of warrants and rights exercisable				3,225,000
Public Rights
Significant Accounting Policies
Number of warrants and rights exercisable				806,250
Class A common stock subject to possible redemption
Significant Accounting Policies
Common stock subject to possible redemption, redemption value per share	$ 10.61		$ 10.34
Class A common stock subject to possible redemption \| Over-allotment option
Significant Accounting Policies
Maximum shares subject to forfeiture	225,000

Significant Accounting Polici_5

Significant Accounting Policies - Net income (loss) per share (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Net income (loss)	$ 93,087	$ 230,529	$ (66,376)	$ (9,952)	$ 323,615	$ (76,328)
Accretion of common stock to redemption value	(81,608)		(10,540,369)		(81,608)	(10,540,369)
Subsequent measurement of common stock subject to redemption value	(712,172)	(713,240)	(63,572)		(1,425,412)	(63,572)
Net loss including accretion of common stock to redemption value	(700,693)		(10,670,317)		(1,183,405)	(10,680,269)
Numerator:
Allocation of net income (loss) including accretion of common stock	(700,693)		(10,670,317)		(1,183,405)	(10,680,269)
Accretion of carrying value to redemption value	81,608		10,540,369		81,608	10,540,369
Subsequent measurement of common stock subject to redemption value	712,172	$ 713,240	63,572		1,425,412	63,572
Redeemable share
Accretion of common stock to redemption value	(81,608)		(10,540,369)		(81,608)	(10,540,369)
Subsequent measurement of common stock subject to redemption value	712,172		63,572		(1,425,412)	(63,572)
Net loss including accretion of common stock to redemption value	(517,073)		(6,694,805)		(888,392)	(4,988,774)
Numerator:
Allocation of net income (loss) including accretion of common stock	(517,073)		(6,694,805)		(888,392)	(4,988,774)
Accretion of carrying value to redemption value	81,608		10,540,369		81,608	10,540,369
Subsequent measurement of common stock subject to redemption value	(712,172)		(63,572)		1,425,412	63,572
Allocation of net income (loss)	$ 276,707		$ 3,909,136		$ 618,628	$ 5,615,167
Denominator:
Weighted average shares outstanding, basic	5,664,064		3,153,333		6,057,032	1,576,667
Weighted average shares outstanding, diluted	5,664,064		3,153,333		6,057,032	1,576,667
Basic net income (loss) per share	$ 0.05		$ 1.24		$ 0.10	$ 3.56
Diluted net income (loss) per share	$ 0.05		$ 1.24		$ 0.10	$ 3.56
Non- redeemable shares
Net loss including accretion of common stock to redemption value	$ (183,620)		$ (3,975,512)		$ (295,013)	$ (5,691,495)
Numerator:
Allocation of net income (loss) including accretion of common stock	(183,620)		(3,975,512)		(295,013)	(5,691,495)
Allocation of net income (loss)	$ (183,620)		$ (3,975,512)		$ (295,013)	$ (5,691,495)
Denominator:
Weighted average shares outstanding, basic	2,011,392		1,872,514		2,011,392	1,798,757
Weighted average shares outstanding, diluted	2,011,392		1,872,514		2,011,392	1,798,757
Basic net income (loss) per share	$ (0.09)		$ (2.12)		$ (0.15)	$ (3.16)
Diluted net income (loss) per share	$ (0.09)		$ (2.12)		$ (0.15)	$ (3.16)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares		6 Months Ended
Initial Public Offering (Details) - $ / shares	May 17, 2022	Jun. 30, 2023	Dec. 31, 2022
Initial Public Offering
Number of shares issuable per warrant or right		1
Exercise price of warrants		$ 11.50
Minimum threshold written notice period for redemption of public warrants		30 days
Class A common stock
Initial Public Offering
Common stock, par value, (per share)		$ 0.0001	$ 0.0001
Number of shares issuable per warrant or right		0.125
Initial Public Offering
Initial Public Offering
Number of units sold	6,450,000
Initial Public Offering \| Class A common stock
Initial Public Offering
Number of shares in a unit	1
Common stock, par value, (per share)	$ 0.0001
Initial Public Offering \| Warrants
Initial Public Offering
Number of warrants or rights in the unit	0.5
Minimum threshold written notice period for redemption of public warrants	30 days
Warrants exercisable term from the closing of the initial public offering	12 months
Warrants expiration term	5 years	5 years
Initial Public Offering \| Warrants \| Class A common stock
Initial Public Offering
Number of shares issuable per warrant or right	1
Exercise price of warrants	$ 11.50
Initial Public Offering \| Rights
Initial Public Offering
Number of warrants or rights in the unit	1
Initial Public Offering \| Rights \| Class A common stock
Initial Public Offering
Number of warrants or rights in the unit	0.125
Over-allotment option
Initial Public Offering
Number of units sold	450,000
Over-allotment option \| Class A common stock
Initial Public Offering
Number of shares in a unit	1
Over-allotment option \| Warrants
Initial Public Offering
Number of warrants or rights in the unit	0.5
Over-allotment option \| Rights
Initial Public Offering
Number of warrants or rights in the unit	1

Initial Public Offering - Class

Initial Public Offering - Class A common stock reflected on the balance sheet (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Initial Public Offering
Accretion of common stock to redemption value	$ 81,608	$ 10,540,369	$ 81,608	$ 10,540,369
Class A common stock subject to possible redemption
Initial Public Offering
Gross proceeds					$ 64,500,000
Offering costs of Public Shares					(3,767,868)
Accretion of common stock to redemption value			1,507,020		11,468,889
Redemption of Public Shares			(16,084,354)
Common stock subject to possible redemption	$ 52,141,186		$ 52,141,186		66,718,520
Public Warrants \| Class A common stock subject to possible redemption
Initial Public Offering
Proceeds allocated to Public Warrants or Rights					(322,500)
Public Rights \| Class A common stock subject to possible redemption
Initial Public Offering
Proceeds allocated to Public Warrants or Rights					$ (5,160,000)

Private Placement (Details)

Private Placement (Details) - USD ($)		6 Months Ended
Private Placement (Details) - USD ($)	May 17, 2022	Jun. 30, 2023	Jun. 30, 2022
Private Placement
Proceeds from issuance of private placement		$ 0	$ 3,988,920
Private Placement
Private Placement
Number of units sold	398,892
Purchase price, per unit	$ 10
Proceeds from issuance of private placement	$ 3,988,920
Private Placement \| Sponsor A
Private Placement
Number of units sold	349,032
Proceeds from issuance of private placement	$ 3,490,320
Private Placement \| Sponsor B
Private Placement
Number of units sold	49,860
Proceeds from issuance of private placement	$ 498,600

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)				3 Months Ended	6 Months Ended	12 Months Ended
	May 17, 2023	May 17, 2022	May 12, 2022	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Jul. 04, 2023	Jun. 14, 2023	Apr. 23, 2023	Mar. 19, 2021
Related Party
Related Party Transactions
Loan outstanding				$ 24,000	$ 24,000	$ 0
Subsequent Event
Related Party Transactions
Working capital loan							$ 45,000
Promissory Note - Related Party \| Related Party \| Noco-Noco Pte. Ltd
Related Party Transactions
Debt instrument face amount	$ 208,594							$ 125,000
Loan outstanding				333,594	333,594
Percentage of debt financing fee	50%
Issued price per share	$ 10							$ 10
Promissory Note - Related Party \| Sponsor A
Related Party Transactions
Debt instrument face amount										$ 400,000
Outstanding balance		$ 350,000
Administrative Services Agreement \| Sponsor A
Related Party Transactions
Expenses per month			$ 10,000
Service fees incurred				$ 30,000	60,000
Service fees accrued					$ 136,129	$ 76,129
Related Party Loans
Related Party Transactions
Price of warrant				$ 10	$ 10
Working capital loan				$ 0	$ 0
Related Party Loans \| DBG Global Limited
Related Party Transactions
Working capital loan									$ 24,000
Related Party Loans \| Related Party \| DBG Global Limited
Related Party Transactions
Loan outstanding									$ 24,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)					6 Months Ended
Related Party Transactions - Founder Shares (Details)	Dec. 28, 2021 USD ($) $ / shares shares	Dec. 22, 2021 shares	May 28, 2021 shares	Apr. 07, 2021 shares	Jun. 30, 2023 D $ / shares	Jun. 03, 2022 shares	May 17, 2022 shares
Sponsor
Related Party Transactions
Maximum shares subject to forfeiture						112,500
Sponsor \| Class B common stock
Related Party Transactions
Stock converted basis, percentage		1.5
Founder Shares
Related Party Transactions
Shares subject to forfeiture	225,000						112,500
Percentage of certain limited exceptions, not to transfer, assign or sell any of their founder shares					50
Closing shares price per share \| $ / shares					$ 12.50
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D					30
Percentage of insider shares					50%
Founder Shares \| Sponsor
Related Party Transactions
Aggregate consideration \| $	$ 25,000
Issued price per share \| $ / shares	$ 0.01
Founder Shares \| Sponsor \| Class A common stock
Related Party Transactions
Converted shares	1,725,000
Stock converted basis, percentage	1
Founder Shares \| Sponsor \| Class B common stock
Related Party Transactions
Stock split		1.5 for 1 stock split
Shares holdings stock		1,725,000
Founder Shares \| Sponsor A \| Class A common stock
Related Party Transactions
Aggregate number of shares owned	1,628,400
Aggregate consideration \| $	$ 23,600
Founder Shares \| Sponsor A \| Class B common stock
Related Party Transactions
Number of shares acquired				1,357,000
Number of shares surrendered			271,400
Founder Shares \| Sponsor B \| Class A common stock
Related Party Transactions
Aggregate number of shares owned	96,600
Aggregate consideration \| $	$ 1,400
Founder Shares \| Sponsor B \| Class B common stock
Related Party Transactions
Number of shares acquired				80,500
Number of shares surrendered			16,100

Commitments and Contingencies (

Commitments and Contingencies (Details)	May 17, 2022 USD ($) shares	Jun. 30, 2023 item
Commitments and Contingencies
Maximum number of demands for registration of securities \| item		3
Gross proceeds \| $	$ 4,500,000
Initial Public Offering
Commitments and Contingencies
Gross proceeds \| $	$ 1,290,000
Percentage of cash underwriting discount	2
Percentage of deferred fee	3.5
Deferred underwriting commission \| $	$ 2,257,500
Over-allotment option
Commitments and Contingencies
Number of maximum public units purchase \| shares	900,000
Number of units sold \| shares	450,000
Over-allotment option \| Class A common stock
Commitments and Contingencies
Number of shares in a unit \| shares	1

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022	May 10, 2022
Stockholders' Equity
Preferred stock, shares authorized	400,000	400,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Initial Public Offering
Stockholders' Equity
Preferred stock, shares authorized			1,000,000

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Shares (Details)	Dec. 28, 2021 shares	Dec. 22, 2021 shares	Jun. 30, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares	Jun. 03, 2022 shares	May 23, 2022 shares	May 17, 2022 $ / shares	May 10, 2022 shares
Class A common stock
Stockholders' Equity
Common stock, shares authorized			20,000,000	20,000,000
Common stock, par value, (per share) \| $ / shares			$ 0.0001	$ 0.0001
Ratio to be applied to the stock in the conversion	1
Common stock, shares issued			2,011,392
Common stock, shares outstanding			2,011,392
Aggregated shares issued upon converted basis (in percent)			20%
Class A common stock \| Initial Public Offering
Stockholders' Equity
Common stock, shares authorized								50,000,000
Common stock, par value, (per share) \| $ / shares							$ 0.0001
Class A common stock subject to possible redemption
Stockholders' Equity
Shares subject to possible redemption			4,912,299	4,912,299
Class A common stock subject to possible redemption \| Over-allotment option
Stockholders' Equity
Maximum shares subject to forfeiture			225,000
Class B common stock
Stockholders' Equity
Common stock, shares authorized			100,000	100,000
Common stock, par value, (per share) \| $ / shares			$ 0.0001	$ 0.0001
Common stock, shares issued			0	0
Common stock, shares outstanding			0	0
Class B common stock \| Initial Public Offering
Stockholders' Equity
Common stock, shares authorized								2,000,000
Sponsor
Stockholders' Equity
Maximum shares subject to forfeiture					112,500
Sponsor \| Class A common stock
Stockholders' Equity
Number of Class A common stock issued upon conversion of each share (in shares)	1,725,000
Ratio to be applied to the stock in the conversion	1
Sponsor \| Class B common stock
Stockholders' Equity
Number of Class A common stock issued upon conversion of each share (in shares)	1,725,000	1,725,000
Stockholders' equity stock split		1.5
Founder Shares \| Class A common stock
Stockholders' Equity
Common stock, shares issued						112,500
Founder Shares \| Sponsor \| Class A common stock
Stockholders' Equity
Stockholders' equity stock split	1

Stockholders' Equity - Rights a

Stockholders' Equity - Rights and Warrants (Details)		6 Months Ended
Stockholders' Equity - Rights and Warrants (Details)	May 17, 2022 $ / shares shares	Jun. 30, 2023 $ / shares shares
Stockholders' Equity
Number of shares issuable per warrant or right \| shares		1
Exercise price of warrants		$ 11.50
Share price		$ 16.50
Percentage of gross proceeds on total equity proceeds threshold minimum		60
Number of trading day period		20 days
Rights percent based on market value and newly issued price		180
Redemption price per public warrant (in dollars per share)		$ 0.01
Redemption period		30 days
Maximum threshold period		30 days
Number of trading days		10 days
Warrants
Stockholders' Equity
Share price		$ 9.20
Rights percent based on market value and newly issued price		115
Maximum threshold period		20 days
Redemption trigger price
Stockholders' Equity
Share price		$ 16.50
Initial Public Offering \| Warrants
Stockholders' Equity
Warrants expiration term	5 years	5 years
Redemption period	30 days
Class A common stock
Stockholders' Equity
Number of shares issuable per warrant or right \| shares		0.125
Class A common stock \| Warrants
Stockholders' Equity
Share price		$ 9.20
Class A common stock \| Initial Public Offering \| Warrants
Stockholders' Equity
Number of shares issuable per warrant or right \| shares	1
Exercise price of warrants	$ 11.50

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Recurring - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Assets:
Marketable Securities in the Trust Account	$ 52,141,186	$ 66,718,520
Quoted Prices in Active Markets (Level 1)
Assets:
Marketable Securities in the Trust Account	$ 52,141,186	$ 66,718,520

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Aug. 16, 2023	Aug. 14, 2023	Jul. 13, 2023	Aug. 13, 2023	Jul. 14, 2023	Jul. 04, 2023	Jun. 30, 2023	May 17, 2023
Subsequent Event
Cash held outside of the Trust Account								$ 500,000
Class A common stock
Subsequent Event
Common stock, shares issued							2,011,392
Common stock, shares outstanding							2,011,392
Subsequent Event
Subsequent Event
Working capital loan						$ 45,000
Number of public shares of rendered for redemption	2,693,111
Subsequent Event \| Noco-Noco Pte. Ltd
Subsequent Event
Cash held outside of the Trust Account	$ 125,000				$ 125,000
Subsequent Event \| Noco-Noco Pte. Ltd \| Unsecured promissory note
Subsequent Event
Cash held outside of the Trust Account	$ 125,000
Debt instrument face amount					$ 125,000
Issued price per share					$ 10
Subsequent Event \| VStock Transfer, LLC
Subsequent Event
Number of public shares of rendered for redemption	2,219,188
Subsequent Event \| Class A common stock
Subsequent Event
Common stock, shares issued			6,923,691
Common stock, shares outstanding			6,923,691
Percentage of common stock issued and outstanding			81.20%
Subsequent Event \| Class A common stock \| VStock Transfer, LLC
Subsequent Event
Public Shares remaining after the consummation of such process	4,230,580
Subsequent Event \| Forward Purchase Agreement \| Unsecured promissory note
Subsequent Event
Issued price per share	$ 10
Subsequent Event \| Forward Purchase Agreement \| Class A common stock
Subsequent Event
Common stock, shares issued				2,000,000
Subsequent Event \| ELOC Purchase Agreement
Subsequent Event
Aggregate amount to be purchased		$ 150,000,000
Share period subject to certain limitations		36 months
Maximum threshold period for business days after the closing of the business combination		20 days