Kairous Acquisition Corp. Limited (KACL) 10-K28 Sep 232023 FY Annual reportFinancial data

Company Profile

Cover

Cover - shares	12 Months Ended
Cover - shares	Jun. 30, 2023	Sep. 28, 2023
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--06-30
Entity File Number	001-41155
Entity Registrant Name	KAIROUS ACQUISITION CORP. LIMITED
Entity Central Index Key	0001865468
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Unit 9-3, Oval Tower @ Damansara
Entity Address, Address Line Two	No. 685, Jalan Damansara
Entity Address, Address Line Three	Taman Tun Dr. Ismail
Entity Address, City or Town	Kuala Lumpur
Entity Address, Country	MY
Entity Address, Postal Zip Code	60000
City Area Code	+603
Local Phone Number	7733 9340
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		4,435,959
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	5395
Auditor Name	Marcum Asia CPAs LLP
Auditor Location	New York, NY
One Ordinary Share One Half of One Redeemable Warrant and One Right [Member]
Title of 12(b) Security	Units, each consisting of one ordinary share, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right
Trading Symbol	KACLU
Security Exchange Name	NASDAQ
Ordinary Shares [Member]
Title of 12(b) Security	Ordinary shares, par value $0.0001 per share
Trading Symbol	KACL
Security Exchange Name	NASDAQ
Redeemable Warrants [Member]
Title of 12(b) Security	Redeemable warrants, each exercisable for one ordinary share at an exercise price of $11.50 included as part of the units
Trading Symbol	KACLW
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights, each to receive one-tenth of one ordinary share
Trading Symbol	KACLR
Security Exchange Name	NASDAQ

Balance Sheets

Balance Sheets - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Current Assets:
Cash	$ 39,359	$ 482,965
Prepaid expenses and other assets	72,810	110,116
Total Current Assets	112,169	593,081
Investments held in the Trust Account	22,802,239	78,894,512
Prepaid expenses – non-current		25,363
Total Assets	22,914,408	79,512,956
Current liabilities:
Accounts payable and accrued expenses	123,638	36,250
Accrued offering costs		15,000
Extension loans	840,000
Working capital note - sponsor	420,000	70,000
Total Current Liabilities	1,383,638	121,250
Deferred underwriting commission	2,730,000	2,730,000
Total Liabilities	4,113,638	2,851,250
COMMITMENTS AND CONTINGENCIES (Note 6)
Ordinary shares subject to possible redemption, $0.0001 par value; 2,089,816 and 7,800,000 outstanding at June 30, 2023 and 2022, respectively (at redemption value)	22,802,239	78,894,512
Shareholders’ Deficit:
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 2,346,143 shares issued and outstanding at June 30, 2023 and 2022 (excluding 2,089,816 and 7,800,000 shares subject to possible redemption at June 30, 2023 and 2022, respectively)	235	235
Accumulated deficit	(4,001,704)	(2,233,041)
Total Shareholders’ Deficit	(4,001,469)	(2,232,806)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$ 22,914,408	$ 79,512,956

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Jun. 30, 2022
Statement of Financial Position [Abstract]
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding	2,089,816	7,800,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common shares, shares issued	2,346,143	2,346,143
Common shares, shares outstanding	2,346,143	2,346,143
Subject to possible redemption shares	2,089,816	7,800,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues
Expenses
Administration fee - related party	60,000	32,833
General and administrative	868,686	166,881
Total expenses	928,686	199,714
Loss from operations	(928,686)	(199,714)
Other income:
Interest income	23	34
Income earned on investments held in Trust Account	1,380,128	114,512
Total other income	1,380,151	114,546
Net income (loss) attributable to ordinary shares	$ 451,465	$ (85,168)
Weighted average shares ordinary shares outstanding, basic	6,876,476	6,477,792
Weighted average shares ordinary shares outstanding, diluted	6,876,476	6,477,792
Basic net income (loss) per ordinary share	$ 0.07	$ (0.01)
Diluted net income (loss) per ordinary share	$ 0.07	$ (0.01)

Statements of Changes in Shareh

Statements of Changes in Shareholders' Deficit - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Jun. 30, 2021	$ 216	$ 24,784	$ (6,305)	$ 18,695
Balance, shares at Jun. 30, 2021	2,156,250
Allocated fair value of public rights and warrants, net of allocated offering costs		7,729,883		7,729,883
Sale of private placement units, net of allocated offering costs	$ 36	3,532,227		3,532,263
Sale of private placement units, net of allocated offering costs, shares	357,143
Shares issued to representative	$ 4	341,226		341,230
Shares issued to representative, shares	39,000
Forfeiture of founder shares	$ (21)	21
Forfeiture of ordinary shares, shares	(206,250)
Initial remeasurement adjustment of ordinary shares to redemption value		(11,628,141)	(2,027,056)	(13,655,197)
Current period remeasurement adjustment of ordinary shares to redemption value			(114,512)	(114,512)
Net income (loss)			(85,168)	(85,168)
Balance at Jun. 30, 2022	$ 235		(2,233,041)	(2,232,806)
Balance, shares at Jun. 30, 2022	2,346,143
Current period remeasurement adjustment of ordinary shares to redemption value			(2,220,128)	(2,220,128)
Net income (loss)			451,465	451,465
Balance at Jun. 30, 2023	$ 235		$ (4,001,704)	$ (4,001,469)
Balance, shares at Jun. 30, 2023	2,346,143

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 451,465	$ (85,168)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Investment income earned on investments held in the Trust Account	(1,380,128)	(114,512)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	37,306	(105,121)
Other assets	25,363	(25,363)
Accounts payable and accrued expenses	87,388	64,951
Net cash used in operating activities	(778,606)	(265,213)
Cash Flows from Investing Activities:
Cash deposited into Trust Account	(840,000)	(78,780,000)
Cash withdrawn from Trust Account in connection with redemption	58,312,401
Net cash provided by (used in) investing activities	57,472,401	(78,780,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units in Public Offering, net of underwriting fee		76,440,100
Proceeds from sale of Private Placement Warrants		3,571,430
Redemption of ordinary shares	(58,312,401)
Proceeds from sponsor for extension loans	840,000
Proceeds from sponsor for working capital note	350,000	70,000
Payment of offering costs	(15,000)	(553,352)
Net cash (used in) provided by financing activities	(57,137,401)	79,528,178
Net change in cash	(443,606)	482,965
Cash at beginning of period	482,965
Cash at end of period	39,359	482,965
Supplemental disclosure of non-cash financing activities:
Current period remeasurement adjustment of ordinary shares to redemption value	2,220,128	114,512
Deferred underwriters’ commission charged to temporary equity in connection with the Public Offering		2,730,000
Remeasurement adjustment of ordinary shares to redemption value		$ 13,655,197

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Jun. 30, 2023
Accounting Policies [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Kairous Acquisition Corp. Limited (the “Company”) was incorporated in the Cayman Islands on March 24, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not commenced any operations. All activity for the period from March 24, 2021 (inception) through June 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and negotiation and consummation of an initial Business Combination. The Company will not generate any operating revenues until after the completion an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected June 30 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on December 13, 2021. On December 16, 2021, the Company consummated the Initial Public Offering of 7,500,000 75,000,000 1,125,000 300,000 3,000,000 825,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 348,143 10.00 3,481,430 9,000 90,000 As of December 16, 2021, transaction costs amounted to $ 4,843,252 1,559,900 2,730,000 553,352 857,408 2,730,000 Following the closing of the Initial Public Offering on December 16, 2021, an amount of $ 78,780,000 10.10 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% 50 10.00 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.10 “Distinguishing Liabilities from Equity.” All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to possible redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% If the Company has not completed a Business Combination within 12 100% 50,000 On December 14, 2022, the Company issued an unsecured promissory note, in an amount of $ 360,000 360,000 120,000 The Extension Loans was amended on May 10, 2023 to provide that the Extension Loans will be converted upon completion of a Business Combination into ordinary shares at a price of $ 10.10 The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.10 10.10 Going Concern Considerations, Liquidity and Capital Resources As of June 30, 2023, the Company had insufficient liquidity to meet its future obligations. As of June 30, 2023, the Company had working capital deficit of $ 1,271,469 39,359 In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standard Update (“ ASU Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete an initial business combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an initial business combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Jun. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 39,359 482,965 no Investments held in Trust Account As of June 30, 2023 and 2022, the Company had approximately $ 22.8 78.9 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” 894,582 4,289,900 1,559,900 2,730,000 Convertible notes As of June 30, 2023, the convertible notes were comprised of $ 420,000 840,000 The Working Capital Note shall be payable on the earlier of: (i) December 16, 2023 or (ii) the date on which the Company consummates the initial business combination, by conversion of the Working Capital Note into ordinary shares of the Company concurrently with the closing of a business combination at a price of $ 10.10 The Extension Loans will be converted upon completion of a Business Combination into ordinary shares at a price of $ 10.10 The Company accounts for its convertible notes as debt (liability) on the balance sheet based on an assessment of the embedded conversion feature (see Note 5 — Related Parties) and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). The assessment considers the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. 5,710,184 58,312,401 2,089,816 7,800,000 22,802,239 78,894,512 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. As of June 30, 2023, the ordinary shares reflected on the balance sheets is reconciled in the following table: SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 78,000,000 Less: Transaction costs allocated to ordinary shares (4,599,397 ) Proceeds allocated to Public Rights and Warrants (8,275,700 ) (12,875,197 ) Plus: Remeasurement adjustment of carrying value to redemption value 13,655,197 Current period measurement adjustment of ordinary shares to redemption value 114,512 Ordinary shares subject to possible redemption – June 30, 2022 $ 78,894,512 Redemption of 5,710,184 (58,312,401 ) Current period measurement adjustment of ordinary shares to redemption value 2,220,128 Ordinary shares subject to possible redemption – June 30, 2023 $ 22,802,239 Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging ASC 815 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. The Company determined that upon further review of the warrant agreements, the Company concluded that its warrants qualify for equity accounting treatment. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and 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 may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the other tax jurisdictions. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. As of June 30, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. The Company has not experienced any losses on the Trust Account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The Company does not have any recurring Level 2 or Level 3 assets or liabilities. The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. The Company’s portfolio of investments held in the Trust Account is comprised of cash held in trust account. The fair value for trading securities is determined using quoted market prices in active markets. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and indicates the fair value of held to maturity securities as follows. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Level June 30, 2023 Description Assets: Investments held in trust account 1 $ 22,802,239 Share-Based Compensation The Company accounts for share-based compensation in accordance with ASC Topic 718, “ Compensation—Stock Compensation The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based compensation expenses are included in general and administrative expenses in the statements of operations. Share-based payments issued to placement agents are classified as a direct cost of a share offering and are recorded as a reduction in additional paid in capital. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Jun. 30, 2023
Initial Public Offering
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 7,500,000 10.00 75,000,000 11.50 300,000 3,000,000

PRIVATE PLACEMENTS

PRIVATE PLACEMENTS	12 Months Ended
PRIVATE PLACEMENTS	Jun. 30, 2023
Private Placements
PRIVATE PLACEMENTS	NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 348,143 10.00 3,481,430 9,000 90,000 A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

RELATED PARTIES

RELATED PARTIES	12 Months Ended
RELATED PARTIES	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTIES	NOTE 5 — RELATED PARTIES Founder Shares On May 13 and October 21, 2021, the Sponsor received an aggregate of 2,156,250 25,000 281,250 20 75,000 The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination or (B) the date of the consummation of our initial business combination, and subsequently, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property or (C) after 150 calendar days after the date of the consummation of our initial business combination, and subsequently, the closing price of our ordinary shares equals or exceeds $ 12.00 20 trading days within any 30-trading day period General and Administrative Services Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 5,000 per month for office space, utilities and secretarial and administrative support during the Combination Period. Upon the earlier of the completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the years ended June 30, 2023 and 2022, the Company recorded $ 60,000 and $ 32,833 in management fees, respectively. During the year ended June 30, 2023, the Company paid the Sponsor $ 30,000 2,833 In addition, the fees due to the Sponsor under the administrative support agreement, from time to time, the Company will pay the Sponsor for miscellaneous operating expenses. During the year ended June 30, 2023, the Company paid the Sponsor $ 14,777 for operating expenses. The Company had outstanding operating fees payable of $ 585 Working Capital Note On April 23, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Working Capital Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 200,000 1,000,000 420,000 70,000 shall be payable on the earlier of: (i) July 30, 2023 or (ii) the date on which the Company consummates the initial business combination, by conversion of the Working Capital Note into ordinary shares of the Company concurrently with the closing of a business combination at a price of $ 10.10 shall be payable on the earlier of: (i) December 16, 2023 or (ii) the date on which the Company consummates the initial business combination, by conversion of the Working Capital Note into ordinary shares of the Company concurrently with the closing of a business combination at a price of $ 10.10 Advances from Related Party The Sponsor paid certain administrative expenses and offering costs on behalf of the Company. These advances are due on demand and are non-interest bearing. For the year ended June 30, 2022, the related party paid $ 213,746 no Extension Loans In order to finance transaction costs in connection with extending time to complete a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Extension Loans”). Such Extension Loans would be evidenced by promissory notes. The notes will be converted upon completion of a Business Combination into ordinary shares at a price of $ 10.10 360,000 360,000 120,000 840,000 0 The Extension Loans was amended on May 10, 2023 to provide that the Extension Loans will be converted upon completion of a Business Combination into ordinary shares at a price of $ 10.10

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Private Placement Units, shares being issued to the underwriters of the Initial Public Offering, and units that may be issued on conversion of Extension Loans and Working Capital Note (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,125,000 300,000 3,000,000 The underwriters were paid to a cash underwriting discount of $ 0.20 1,500,000 1,725,000 0.35 2,625,000 3,018,750 59,900 100 105,000 The underwriters were also issued 39,000 341,230 On December 8, 2022, the Company and the underwriters in the IPO, entered into an amendment of the underwriting agreement (the “UWA Amendment”). The UWA Amendment provides that the $ 2,730,000 2,000,000 2,730,000 10.00 Advisory Agreement On March 9, 2022, the Company entered into a letter agreement with Chardan Capital Markets, LLC (“Chardan”) in which the company retains Chardan to provide strategic and capital markets advisory services. As compensation for such services, the Company is to pay Chardan advisory fees as defined in the agreement which become payable upon the consummation of the business combination. Business Combination Agreement On December 9, 2022, the Company entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and between the Company, KAC Merger Sub 1, a Cayman Islands exempted company and wholly owned subsidiary of the Company (“Purchaser”), KAC Merger Sub 2, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”), Wellous Group Limited, a Cayman Islands exempted company (the “Target”), the shareholders of the Target (each, a “Shareholder” and collectively, the “Shareholders”), and the principal beneficial owners of the Target (the “Principal Owners”), pursuant to which (a) the Company will be merged with and into Purchaser (the “Reincorporation Merger”), with Purchaser surviving the Reincorporation Merger, and (b) Merger Sub will be merged with and into the Target (the “Acquisition Merger”), with the Target surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the “Business Combination”). On June 22, 2023, the Company and the Target entered into a termination agreement (the “Termination Agreement”), which provides for the termination of the Merger Agreement, by and among the Company, the Target, KAC Merger Sub 1, KAC Merger Sub 2, and certain shareholders and principal owners of the Target.

SHAREHOLDERS_ EQUITY

SHAREHOLDERS’ EQUITY	12 Months Ended
SHAREHOLDERS’ EQUITY	Jun. 30, 2023
Equity [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 7 — SHAREHOLDERS’ EQUITY Ordinary Shares 500,000,000 0.0001 Holders of ordinary shares are entitled to one vote for each share 2,346,143 2,089,816 7,800,000 5,710,184 58,312,401 Holders of ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide or voting or other corporate governance arrangements that differ from those in effect upon completion of the IPO. Rights Warrants 11.50 The private warrants, as well as any warrants underlying additional units the Company issued to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of working capital loans made to the Company, will be identical to the warrants underlying the units being offered. The Company may call the warrants for redemption, in whole and not in part, at a price of $ 0.01 ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then- prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder (i) to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this Form 10-K, or to cure, correct or supplement any defective provision, or (ii) to add or change any other provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the interests of the registered holders of the warrants, but requires the approval, by written consent or vote, of the holders of at least 50% of the then outstanding public warrants in order to make any change that adversely affects the interests of the registered holders. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive ordinary shares. After the issuance of ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders. Warrant holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round up to the nearest whole number the number of ordinary shares to be issued to the warrant holder.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 — SUBSEQUENT EVENTS On June 30, 2023, August 10, 2023 and September 11, 2023, the Company entered into three unsecured promissory note arrangements with the Sponsor, each in an amount of $ 120,000 The Working Capital Note was amended on September 18, 2023 to provide that the Working Capital Note shall be payable on the earlier of: (i) December 16, 2023 or (ii) the date on which the Company consummates the initial business combination, by conversion of the Working Capital Note into ordinary shares of the Company concurrently with the closing of a business combination at a price of $ 10.10 The Company evaluated subsequent events and transactions that occurred after the balance sheet date through September 28, 2023, the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying audited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 39,359 482,965 no
Investments held in Trust Account	Investments held in Trust Account As of June 30, 2023 and 2022, the Company had approximately $ 22.8 78.9
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” 894,582 4,289,900 1,559,900 2,730,000
Convertible notes	Convertible notes As of June 30, 2023, the convertible notes were comprised of $ 420,000 840,000 The Working Capital Note shall be payable on the earlier of: (i) December 16, 2023 or (ii) the date on which the Company consummates the initial business combination, by conversion of the Working Capital Note into ordinary shares of the Company concurrently with the closing of a business combination at a price of $ 10.10 The Extension Loans will be converted upon completion of a Business Combination into ordinary shares at a price of $ 10.10 The Company accounts for its convertible notes as debt (liability) on the balance sheet based on an assessment of the embedded conversion feature (see Note 5 — Related Parties) and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). The assessment considers the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.
Ordinary shares subject to possible redemption	Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. 5,710,184 58,312,401 2,089,816 7,800,000 22,802,239 78,894,512 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in capital and accumulated deficit. As of June 30, 2023, the ordinary shares reflected on the balance sheets is reconciled in the following table: SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 78,000,000 Less: Transaction costs allocated to ordinary shares (4,599,397 ) Proceeds allocated to Public Rights and Warrants (8,275,700 ) (12,875,197 ) Plus: Remeasurement adjustment of carrying value to redemption value 13,655,197 Current period measurement adjustment of ordinary shares to redemption value 114,512 Ordinary shares subject to possible redemption – June 30, 2022 $ 78,894,512 Redemption of 5,710,184 (58,312,401 ) Current period measurement adjustment of ordinary shares to redemption value 2,220,128 Ordinary shares subject to possible redemption – June 30, 2023 $ 22,802,239
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging ASC 815 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. The Company determined that upon further review of the warrant agreements, the Company concluded that its warrants qualify for equity accounting treatment.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and 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 may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the other tax jurisdictions. Consequently, income taxes are not reflected in the Company’s financial statements.
Net Income (Loss) per Ordinary Share	Net Income (Loss) per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. As of June 30, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. The Company has not experienced any losses on the Trust 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 820, “Fair Value Measurement,” Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs: Significant inputs into the valuation model are unobservable. The Company does not have any recurring Level 2 or Level 3 assets or liabilities. The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. The Company’s portfolio of investments held in the Trust Account is comprised of cash held in trust account. The fair value for trading securities is determined using quoted market prices in active markets. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and indicates the fair value of held to maturity securities as follows. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Level June 30, 2023 Description Assets: Investments held in trust account 1 $ 22,802,239
Share-Based Compensation	Share-Based Compensation The Company accounts for share-based compensation in accordance with ASC Topic 718, “ Compensation—Stock Compensation The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based compensation expenses are included in general and administrative expenses in the statements of operations. Share-based payments issued to placement agents are classified as a direct cost of a share offering and are recorded as a reduction in additional paid in capital.
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Jun. 30, 2023
Accounting Policies [Abstract]
SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK	As of June 30, 2023, the ordinary shares reflected on the balance sheets is reconciled in the following table: SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK Gross proceeds $ 78,000,000 Less: Transaction costs allocated to ordinary shares (4,599,397 ) Proceeds allocated to Public Rights and Warrants (8,275,700 ) (12,875,197 ) Plus: Remeasurement adjustment of carrying value to redemption value 13,655,197 Current period measurement adjustment of ordinary shares to redemption value 114,512 Ordinary shares subject to possible redemption – June 30, 2022 $ 78,894,512 Redemption of 5,710,184 (58,312,401 ) Current period measurement adjustment of ordinary shares to redemption value 2,220,128 Ordinary shares subject to possible redemption – June 30, 2023 $ 22,802,239
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS	The Company’s portfolio of investments held in the Trust Account is comprised of cash held in trust account. The fair value for trading securities is determined using quoted market prices in active markets. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and indicates the fair value of held to maturity securities as follows. SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Level June 30, 2023 Description Assets: Investments held in trust account 1 $ 22,802,239

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)					12 Months Ended
	Mar. 10, 2023	Dec. 14, 2022	Dec. 08, 2022	Dec. 16, 2021	Jun. 30, 2023	Jun. 30, 2022	Sep. 11, 2023	Aug. 10, 2023	Jun. 09, 2023	May 10, 2023
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering						$ 76,440,100
Non interest expense				$ 4,843,252
Payments for underwriting expense				1,559,900	59,900
Other underwriting expense			$ 2,730,000	2,730,000
Other offering costs				553,352
Cash held in trust			$ 2,000,000		$ 22,800,000	78,900,000
Contingent consideration liability				2,730,000
Condition for future business combination use of proceeds percentage					80%
Business combination threshold percentage					50%
Threshold percentage					15%
Obligation to redeem public shares					100%
Redemption period upon closure					12 months
Maximum net interest to pay dissolution expenses					$ 50,000
Working capital deficit					1,271,469
Cash					$ 39,359	$ 482,965
Affiliate Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Business acquisition share price					$ 10.10					$ 10.10
Unsecured Debt [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from convertible debt	$ 360,000	$ 360,000
Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase price, per unit					$ 10.10
Cash [Member]
Subsidiary, Sale of Stock [Line Items]
Cash held in trust				$ 857,408
Underwriter [Member] \| Options [Member]
Subsidiary, Sale of Stock [Line Items]
Number of options exercised				9,000
Proceeds from exercise of options				$ 90,000
Sponsor [Member] \| Promissory Note [Member]
Subsidiary, Sale of Stock [Line Items]
Non-interest bearing unsecured promissory note	$ 360,000	$ 360,000			$ 120,000				$ 120,000
Sponsor [Member] \| Promissory Note [Member] \| Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Non-interest bearing unsecured promissory note							$ 120,000	$ 120,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, shares issued				7,500,000
Proceeds from issuance initial public offering				$ 75,000,000	2,625,000
Payments for underwriting expense					$ 1,559,900
Purchase price, per unit					$ 10
IPO [Member] \| Management [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, price per share					$ 10
Over-Allotment Option [Member] \| Underwriter [Member]
Subsidiary, Sale of Stock [Line Items]
Share based compensation				1,125,000
Number of options exercised				300,000
Proceeds from exercise of options				$ 3,000,000
Number of units forfeited				825,000
Private Placement [Member] \| Kairous Asia Limited [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, shares issued				348,143	348,143
Sale of stock, price per share				$ 10	$ 10
Proceeds from private placement				$ 3,481,430	$ 3,481,430
Initial Public Offering & Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering				$ 78,780,000
Purchase price, per unit				$ 10.10

SCHEDULE OF CONTINGENTLY REDEEM

SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Ordinary shares subject to possible redemption	$ 22,802,239	$ 78,894,512
Redemption of ordinary shares	(58,312,401)
Common Class A [Member]
Gross Proceeds	78,000,000
Transaction costs allocated to ordinary shares	(4,599,397)
Proceeds allocated to public warrants	(8,275,700)
Total gross proceeds	(12,875,197)
Remeasurement adjustment of carrying value to redemption value	13,655,197
Current period measurement adjustment of ordinary shares to redemption value	114,512
Ordinary shares subject to possible redemption	22,802,239	$ 78,894,512
Current period measurement adjustment of ordinary shares to redemption value	$ 2,220,128

SCHEDULE OF CONTINGENTLY REDE_2

SCHEDULE OF CONTINGENTLY REDEEMABLE CLASS A COMMON STOCK (Details) (Parenthetical)	12 Months Ended
	Jun. 30, 2023 shares
Accounting Policies [Abstract]
Stock redeemed or called during period shares	5,710,184

SCHEDULE OF ASSETS AND LIABILIT

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details)	Jun. 30, 2023 USD ($)
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| Investments Held in Trust Account [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets fair value disclosure	$ 22,802,239

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)			12 Months Ended
	Dec. 08, 2022	Dec. 16, 2021	Jun. 30, 2023	Jun. 30, 2022
Cash			$ 39,359	$ 482,965
Cash equivalents			0	0
Assets held in trust	$ 2,000,000		22,800,000	78,900,000
Underwriter fees			4,289,900
Underwriting fees		$ 1,559,900	59,900
Deferred underwriter fees	$ 2,730,000	$ 2,730,000
Working capital loans			420,000	70,000
Outstanding extension loans			$ 840,000	$ 0
Stock redeemed or called during period shares			5,710,184
Redemption amount			$ 58,312,401
Ordinary shares subject to possible redemption, outstanding			2,089,816	7,800,000
Ordinary shares subject to possible redemption, value			$ 22,802,239	$ 78,894,512
Working Capital Note [Member]
Business Acquisition, Share Price			$ 10.10
IPO [Member]
Underwriting fees			$ 1,559,900
Deferred Underwriting Commissions [Member]
Deferred underwriter fees			2,730,000
Other Cost [Member]
Transaction costs			$ 894,582

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)		12 Months Ended
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)	Dec. 16, 2021	Jun. 30, 2023	Jun. 30, 2022
Class of Warrant or Right [Line Items]
Proceeds from issuance initial public offering			$ 76,440,100
Over-Allotment Option [Member] \| Underwriter [Member]
Class of Warrant or Right [Line Items]
Number of options exercised	300,000
Proceeds from exercise of options	$ 3,000,000
Public Warrant [Member]
Class of Warrant or Right [Line Items]
Sale of stock, shares issued		7,500,000
Sale of stock, price per share		$ 10
Proceeds from issuance initial public offering		$ 75,000,000
Warrant exercise price		$ 11.50
Public Warrant [Member] \| Over-Allotment Option [Member] \| Underwriter [Member]
Class of Warrant or Right [Line Items]
Number of options exercised	300,000
Proceeds from exercise of options	$ 3,000,000

PRIVATE PLACEMENTS (Details Nar

PRIVATE PLACEMENTS (Details Narrative) - USD ($)		12 Months Ended
PRIVATE PLACEMENTS (Details Narrative) - USD ($)	Dec. 16, 2021	Jun. 30, 2023
Options [Member] \| Underwriter [Member]
Subsidiary, Sale of Stock [Line Items]
Number of options exercised	9,000
Proceeds from exercise of options	$ 90,000
Private Placement [Member] \| Kairous Asia Limited [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, shares issued	348,143	348,143
Sale of stock, price per share	$ 10	$ 10
Proceeds from private placement	$ 3,481,430	$ 3,481,430

RELATED PARTIES (Details Narrat

RELATED PARTIES (Details Narrative) - USD ($)

12 Months Ended

Oct. 21, 2021

May 13, 2021

May 12, 2021

Jun. 30, 2023

Jun. 30, 2022

Sep. 18, 2023

Sep. 11, 2023

Aug. 10, 2023

Jun. 09, 2023

May 10, 2023

Mar. 10, 2023

Dec. 14, 2022

Dec. 10, 2021

Apr. 23, 2021

Related Party Transaction [Line Items]

Operating Expenses

$ 928,686

$ 199,714

Outstanding working capital loans

420,000

70,000

Proceeds from related party debt

350,000

70,000

Outstanding extension loans

840,000

Business combination ordinary price per share

$ 10.10

Working capital loans [Member]

Related Party Transaction [Line Items]

Promissory note increased

$ 1,000,000

Promissory Note [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Non-interest bearing unsecured promissory note

$ 120,000

$ 360,000

Promissory Note [Member] | Sponsor [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Non-interest bearing unsecured promissory note

$ 120,000

Business Acquisition [Member]

Related Party Transaction [Line Items]

Business acquisition description of acquired entity

20 trading
days within any 30-trading day period

Affiliate Sponsor [Member]

Related Party Transaction [Line Items]

Business acquisition share price

$ 10.10

Sponsor [Member]

Related Party Transaction [Line Items]

Selling general and administrative expense

$ 5,000

Management fee expense

60,000

32,833

Payment for management fee

30,000

Management fee payable

2,833

Operating Expenses

14,777

Outstanding operating fees payable

585

Proceeds from related party debt

213,746

Due to related parties current

$ 0

Sponsor [Member] | Working capital loans [Member]

Related Party Transaction [Line Items]

Line of credit facility

$ 200,000

Sponsor [Member] | Affiliate Sponsor [Member] | Working capital loans [Member]

Related Party Transaction [Line Items]

Business acquisition share price

$ 10.10

Sponsor [Member] | Affiliate Sponsor [Member] | Working capital loans [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Business acquisition share price

$ 10.10

Over-Allotment Option [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Sale of stock price per share

$ 12

Founder Shares [Member]

Related Party Transaction [Line Items]

Number of shares issued

2,156,250

Deferred offering costs

$ 25,000

Shares issued, shares, share-based payment arrangement, forfeited

281,250

Percentage of issued and outstanding shares

20%

Founder Shares [Member] | Over-Allotment Option [Member]

Related Party Transaction [Line Items]

Shares issued, shares, share-based payment arrangement, forfeited

75,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Dec. 08, 2022	Dec. 16, 2021	Jun. 30, 2023	Jun. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Number of options granted			1,125,000
Percentage of underwriting discount fee			$ 0.20
Proceeds from issuance initial public offering			$ 1,725,000
Deferred fee, per share			$ 0.35
Proceeds from issuance initial public offering				$ 76,440,100
Payments for underwriting expense		$ 1,559,900	59,900
Deferred purchase fee			100
Deferred underwriting fee			$ 105,000
Shares issued to representative shares			39,000
Additional issuance costs			$ 341,230
Other underwriting fee in cash	$ 2,730,000	$ 2,730,000
Trust account balance	$ 2,000,000		22,800,000	$ 78,900,000
Share conversion price	$ 10
Over-Allotment Option [Member] \| Underwriters Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Cash underwriting discount			1,500,000
Over-Allotment Option [Member] \| Underwriter [Member]
Subsidiary, Sale of Stock [Line Items]
Number of options exercised		300,000
Proceeds from exercise of options		$ 3,000,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance initial public offering			3,018,750
Proceeds from issuance initial public offering		$ 75,000,000	2,625,000
Payments for underwriting expense			$ 1,559,900

SHAREHOLDERS_ EQUITY (Details N

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)	12 Months Ended
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Class of Warrant or Right [Line Items]
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock voting rights	Holders of ordinary shares are entitled to one vote for each share
Common shares, shares issued	2,346,143	2,346,143
Common shares, shares outstanding	2,346,143	2,346,143
Subject to possible redemption shares	2,089,816	7,800,000
Stock redeemed or called during period shares	5,710,184
Reedemped for trust account	$ 58,312,401
Warrant redemption, description	if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders
Shares issuable conversion of percentage on shares outstanding	9.80%
Warrants [Member]
Class of Warrant or Right [Line Items]
Class of warrant or right, redemption price	$ 11.50
Class of warrant or right, redemption price	$ 0.01

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Sep. 18, 2023	Sep. 11, 2023	Aug. 10, 2023	Jun. 30, 2023	Jun. 09, 2023	May 10, 2023	Mar. 10, 2023	Dec. 14, 2022	Dec. 10, 2021
Affiliate Sponsor [Member]
Subsequent Event [Line Items]
Business acquisition share price				$ 10.10		$ 10.10
Promissory Note [Member] \| Sponsor [Member]
Subsequent Event [Line Items]
Non-interest bearing unsecured promissory note				$ 120,000	$ 120,000		$ 360,000	$ 360,000
Promissory Note [Member] \| Sponsor [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Non-interest bearing unsecured promissory note		$ 120,000	$ 120,000
Working capital loans [Member] \| Affiliate Sponsor [Member] \| Sponsor [Member]
Subsequent Event [Line Items]
Business acquisition share price									$ 10.10
Working capital loans [Member] \| Subsequent Event [Member] \| Affiliate Sponsor [Member] \| Sponsor [Member]
Subsequent Event [Line Items]
Business acquisition share price	$ 10.10