Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 16, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity File Number | 001-41622 | ||
Entity Registrant Name | Distoken Acquisition Corp | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | Unit 1006, Block C, Jinshangjun Park | ||
Entity Address, Address Line Two | No. 2 Xiaoba Road, Panlong District | ||
Entity Address, City or Town | Kunming | ||
Entity Address, Country | CN | ||
City Area Code | +86 871 | ||
Local Phone Number | 63624579 | ||
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 | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 74,076,960 | ||
Entity Common Stock, Shares Outstanding | 6,429,692 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Auditor Firm ID | 688 | ||
Entity Central Index Key | 0001818605 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Ordinary shares, par value $0.0001 per share | |||
Document and Entity Information | |||
Title of 12(b) Security | Units, each consisting of one ordinary share, one redeemable warrant, and one right | ||
Trading Symbol | DISTU | ||
Security Exchange Name | NASDAQ | ||
Ordinary shares | |||
Document and Entity Information | |||
Title of 12(b) Security | Ordinary shares, par value $0.0001 per share | ||
Trading Symbol | DIST | ||
Security Exchange Name | NASDAQ | ||
Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share | |||
Document and Entity Information | |||
Title of 12(b) Security | Redeemable warrants, each warrant entitling the holder to purchase one ordinary share at a price of $11.50 per share | ||
Trading Symbol | DISTW | ||
Security Exchange Name | NASDAQ | ||
Rights, each right entitling the holder to receive one-tenth of one ordinary share | |||
Document and Entity Information | |||
Title of 12(b) Security | Rights, each right entitling the holder to receive one-tenth of one ordinary share | ||
Trading Symbol | DISTR | ||
Security Exchange Name | NASDAQ |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | ||
Current assets | ||||
Cash | $ 96,486 | $ 0 | ||
Other receivable | 28 | |||
Due from Sponsor | 60,000 | |||
Prepaid expenses | 63,366 | 2,000 | ||
Total current assets | 219,852 | 2,028 | ||
Deferred offering costs | 678,788 | |||
Investments held in Trust Account | 41,440,980 | |||
TOTAL ASSETS | 41,660,832 | 680,816 | ||
Current liabilities | ||||
Accounts payable and accrued expenses | 205,074 | 305 | ||
Accrued offering costs | 70,000 | 297,049 | ||
Chinese taxes payable | 630,367 | 0 | ||
Advances from Sponsor | 923 | 217,462 | ||
Promissory note - Sponsor | 150,000 | |||
Extension Note - Sponsor | 60,000 | |||
TOTAL LIABILITIES | 966,364 | 664,816 | ||
Commitments and contingencies | ||||
Ordinary shares subject to possible redemption 3,881,692 shares at $10.50 per share redemption value as of December 31, 2023 and none at December 31, 2022 | 40,760,613 | |||
SHAREHOLDERS'(DEFICIT) EQUITY | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||
Ordinary shares, $0.0001 par value; 220,000,000 shares authorized; 2,548,000 (excluding 3,881,692 shares subject to possible redemption) and 2,003,000 issued and outstanding as of December 31, 2023 and 2022(1)(2)(3), respectively | [1],[2],[3] | 255 | 200 | |
Additional paid-in capital | 27,028 | |||
Accumulated Deficit | (66,400) | (11,228) | ||
TOTAL SHAREHOLDERS' (DEFICIT) EQUITY | (66,145) | 16,000 | [1],[2],[4] | |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | $ 41,660,832 | $ 680,816 | ||
[1] At December 31, 2022, includes an aggregate of up to 258,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriter (see Note 5). On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares, through a special resolution and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented (See Note 7). On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend (See Note 5). On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend (See Note 5). |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) | Dec. 31, 2023 $ / shares shares | Jan. 30, 2023 shares |
Preference shares, par value, (in dollar per share) | $ / shares | $ 0.0001 | |
Preference shares, shares authorized | 1,000,000 | |
Preference shares, shares issued | 0 | |
Preference shares, shares outstanding | 0 | |
Common stock, par value (in dollar per share) | $ / shares | $ 0.0001 | |
Common stock, shares authorized | 220,000,000 | |
Common stock, shares issued | 2,548,000 | |
Common stock, shares outstanding | 2,548,000 | |
Maximum shares subject to forfeiture | 1,725,000 | |
Share dividend | 0.2 | |
Sponsor | ||
Maximum shares subject to forfeiture | 1,725,000 | |
Ordinary shares subject to possible redemption | ||
Temporary equity shares authorized | 3,881,692 | |
Temporary equity redemption price per share | $ / shares | $ 10.50 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Operating and formation costs | $ 1,168,926 | $ 2,155 | |
Loss from operations | (1,168,926) | (2,155) | |
Other income: | |||
Interest earned on Investments held in Trust Account | 2,908,568 | 0 | |
Total other income, net | 2,908,568 | ||
Income (loss) before provision for income taxes | 1,739,642 | (2,155) | |
Provision for income taxes | (434,911) | 0 | |
Net income (loss) | $ 1,304,731 | $ (2,155) | |
Redeemable ordinary share | |||
Other income: | |||
Weighted average shares outstanding, basic | 5,570,867 | ||
Weighted average shares outstanding, diluted | 5,570,867 | ||
Basic net income (loss) per share | $ 0.16 | ||
Diluted net income (loss) per share | $ 0.16 | ||
Non-redeemable ordinary share | |||
Other income: | |||
Weighted average shares outstanding, basic | [1],[2],[3] | 2,476,329 | 1,745,000 |
Weighted average shares outstanding, diluted | [1],[2],[3] | 2,476,329 | 1,745,000 |
Basic net income (loss) per share | $ 0.16 | $ 0 | |
Diluted net income (loss) per share | $ 0.16 | $ 0 | |
[1] At December 31, 2022, includes an aggregate of up to 258,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriter (see Note 5). On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares, through a special resolution and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented (See Note 7). On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend (See Note 5). |
STATEMENTS OF OPERATIONS (Paren
STATEMENTS OF OPERATIONS (Parenthetical) | Jan. 30, 2023 shares | Jan. 26, 2023 item | Dec. 31, 2022 shares |
STATEMENTS OF OPERATIONS | |||
Maximum shares subject to forfeiture | shares | 1,725,000 | 258,000 | |
Share dividend | shares | 0.2 | ||
Number of classes of ordinary shares, redesignation of authorized share capital | item | 2 | ||
Number classes of ordinary shares redesignated | item | 1 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) | Ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Dec. 31, 2021 | $ 200 | $ 27,028 | $ (9,073) | $ 18,155 | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 2,003,000 | ||||
Increase (decrease) in Stockholders' (deficit) equity | |||||
Accretion for ordinary shares to redemption amount | 0 | ||||
Net income (loss) | (2,155) | (2,155) | |||
Balance at the end at Dec. 31, 2022 | [1],[2],[3] | $ 200 | 27,028 | (11,228) | 16,000 |
Balance at the end (in shares) at Dec. 31, 2022 | [1],[2],[3] | 2,003,000 | |||
Increase (decrease) in Stockholders' (deficit) equity | |||||
Sale of 545,000 private units | $ 55 | 5,449,945 | $ 5,450,000 | ||
Sale of 545,000 private units (in shares) | 545,000 | 545,000 | |||
Fair value of public warrants at issuance | 1,104,000 | $ 1,104,000 | |||
Fair value of representative shares | 1,185,493 | 1,185,493 | |||
Fair value of rights included in public units | 3,305,100 | 3,305,100 | |||
Fair value of representative warrants | 12,075 | 12,075 | |||
Allocated value of transaction costs | (354,297) | (354,297) | |||
Accretion for ordinary shares to redemption amount | $ (10,729,344) | (1,359,903) | (12,089,247) | ||
Net income (loss) | 1,304,731 | 1,304,731 | |||
Balance at the end at Dec. 31, 2023 | $ 255 | $ (66,400) | $ (66,145) | ||
Balance at the end (in shares) at Dec. 31, 2023 | 2,548,000 | ||||
[1] At December 31, 2022, includes an aggregate of up to 258,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriter (see Note 5). On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares, through a special resolution and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented (See Note 7). On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend (See Note 5). |
STATEMENTS OF CHANGES IN SHAR_2
STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY (Parenthetical) | 12 Months Ended | ||||
Nov. 10, 2023 shares | Dec. 31, 2023 shares | Jan. 30, 2023 shares | Jan. 26, 2023 item | Dec. 31, 2022 shares | |
STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY | |||||
Maximum shares subject to forfeiture | 1,725,000 | 258,000 | |||
Share dividend | 0.2 | ||||
Number of classes of ordinary shares, redesignation of authorized share capital | item | 2 | ||||
Number classes of ordinary shares redesignated | item | 1 | ||||
Shares issued during period (in shares) | 3,018,308 | 545,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 1,304,731 | $ (2,155) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on Investments held in Trust Account | (2,908,568) | 0 |
Changes in operating assets and liabilities: | ||
Other receivable | 28 | 0 |
Prepaid expenses | (61,366) | (2,000) |
Accounts payable and accrued expenses | 204,769 | 305 |
Chinese taxes payable | 630,367 | 0 |
Net cash used in operating activities | (830,039) | (3,850) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (70,380,000) | 0 |
Cash deposited in Trust Account for extension payments | (60,000) | 0 |
Cash withdrawn from Trust Account in connection with redemption | 31,907,588 | 0 |
Net cash used in investing activities | (38,532,412) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 66,930,000 | 0 |
Proceeds from sale of Private Units | 5,450,000 | 0 |
Proceeds from sale of Representative warrants | 100 | 0 |
Advances from the Sponsor | 35,430 | 157,017 |
Repayment of advances from the Sponsor | (251,969) | 0 |
Repayment of promissory note - the Sponsor | (150,000) | 0 |
Payment of offering costs | (647,036) | (153,167) |
Redemption of ordinary shares | (31,907,588) | 0 |
Net cash provided by financing activities | 39,458,937 | 3,850 |
Net Change in Cash | 96,486 | 0 |
Cash - Beginning of period | 0 | 0 |
Cash - End of period | 96,486 | 0 |
Non-Cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 70,000 | 297,049 |
Accretion of ordinary shares to redemption value | $ 12,089,247 | $ 0 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Distoken Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 1, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). As of December 31, 2023, the Company had not commenced any operations. All activity for the period from July 1, 2020 (inception) through December 31, 2023 relates to the Company’s formation, the preparation of the initial public offering (“Initial Public Offering”), which closed on February 17, 2023, as described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income and unrealized gains from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on February 13, 2023. On February 17, 2023, the Company consummated the Initial Public Offering of 6,900,000 units (the “Units” and, with respect to the ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 900,000 Units, at $10.00 per Unit, generating gross proceeds of $69,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 545,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement (the “Private Placement”) to the Company’s sponsor, Xiaosen Sponsor LLC (the “Sponsor”), generating gross proceeds of $5,450,000, which is described in Note 4. Transaction costs amounted to $4,366,343 consisting of $2,070,000 of cash underwriting discount, $1,185,493 fair value of representative shares, $12,075 fair value of representative warrants, and $1,098,775 of other offering costs. Following the closing of the Initial Public Offering on February 17, 2023, an amount of $70,380,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. 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 Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. 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, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.20 per share) as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it 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. 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 (“Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. 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), the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination or seek to sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, subject to the immediately succeeding paragraph, 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. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Shares and Public Shares held by it in connection with the completion of a Business Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with a Business Combination) and (b) not to propose an amendment to the Memorandum and Articles of Association (i) that would affect the ability of holders of Public Shares to redeem or sell their shares to the Company in connection with a Business Combination or to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within 9 months from the closing of the Initial Public Offering (or up to 18 months The Company initially had 9 months from the closing of the Initial Public Offering, or until November 17, 2023, to consummate a Business Combination. However, if the Company anticipated that it would not be able to consummate a Business Combination within 9 months, it was originally permitted, by resolution of the Company’s board of directors (the “Board”) if requested by the Sponsor, extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of up to 18 months), subject to the Sponsor depositing additional funds into the Trust Account (the “Original Extension”). Pursuant to the terms of the Memorandum and Articles of Association and the Trust Agreement entered into between the Company and Continental Stock Transfer & Trust Company on the date of the prospectus, in order for the time available to consummate the Initial Business Combination to be extended, the Sponsor or its affiliates or designees, upon five days three month nine months On November 10, 2023, the Company held an extraordinary general meeting (the “Extension Meeting”), at which the Company’s shareholders approved, as a special resolution, an amendment to the Company’s Memorandum and Articles of Association to amend the terms of the Original Extension and to give the Board the right to extend the date by which the Company has to consummate a Business Combination (such date, the “Termination Date”) from November 17, 2023 on a monthly basis up to twelve (12) times until November 18, 2024, or such earlier date as determined by the Board (the “New Extension”). In connection with the New Extension, shareholders holding 3,018,308 ordinary shares exercised their right to redeem such shares for a pro rata portion of the Trust Account (the “Extension Redemption”). As a result of the Extension Redemption, an aggregate amount of $31.9 million (approximately $10.57 per share) was removed from the Trust Account to pay such holders. On November 10, 2023, the Company issued a promissory note (the “Extension Note”) in the aggregate principal amount of up to $360,000 to the Sponsor (the “Extension Funds”), pursuant to which the Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the New Extension. The Sponsor has agreed to pay $30,000 per month (or approximately $0.01 per Public Share not redeemed) that the Company decides to take to complete an initial Business Combination for each calendar month until November 18, 2024, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. As of December 31, 2023, there was $60,000 outstanding borrowings under the Extension Note. As of December 31, 2023, the Company advanced an aggregate amount of $60,000 from the Company’s operating account into the trust account on the Sponsor’s behalf to extend the time the Company has to complete an initial business combination to January 18, 2024. The advance payments were recorded as due from Sponsor (see Note 5). From January 2024 through April 2024, the Company advanced an aggregate amount of $90,000 from the Company’s operating account into the trust account on Sponsor’s behalf to extend the time the Company has to complete an initial business combination to April 18, 2024. On April 9, 2024, the Sponsor wired $210,000 of Extension Funds into the Company’s operating account to reimburse the Company the $150,000 advances it made on Sponsor’s behalf and to fund the next two months of extension payments amounting to $60,000. The Company plans on extending the time to complete an initial business combination by one month from April 18, 2024 to May 18, 2024 by depositing the $30,000 monthly extension payment into the trust account on or before April 26, 2024 (see Note 10). As a result of the New Extension, the Company has the ability to extend liquidation until November 18, 2024, or such earlier date as determined by the Board (the “Combination Period”) to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject (in each case) to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 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 auditors) 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 (1) $10.20 per Public Share or (2) 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 the value of trust assets, in each case net of the 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 the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor issuance of Founder Shares, loan proceeds from the Sponsor of $150,000 under a promissory note and advances from related party. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the Initial Public Offering and the Private Placement proceeds that are due from the Sponsor. In order to fund working capital deficiencies or finance transaction costs in connection with 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 (“Working Capital Loans”). If the Company completes a Business Combination, it would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Units. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company may extend the amount of time to consummate a Business Combination from April 18, 2024, on a monthly basis up to twelve times, until November 18, 2024, or such earlier date as determined by the board. It is uncertain that the Company will be able to consummate a Business Combination by this time. The Company plans on extending the time to complete an initial business combination by one month from April 18, 2024 to May 18, 2024 by depositing the $30,000 monthly extension payment into the trust account on or before April 26, 2024. If a Business Combination is not consummated by November 18, 2024 (if extended by the full amount of time); there will be a mandatory liquidation and subsequent dissolution. Management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution and the liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 18, 2024. The Company intends to continue to search for and seek to complete a Business Combination before the mandatory liquidation date. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying 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. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with 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. 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 has $96,486 and nil in cash as of December 31, 2023 and 2022, respectively, and no cash equivalents as of such dates. Investments in Trust Account At December 31, 2023, assets held in the Trust Account were held in money market funds which are invested primarily in U.S. government securities. The Company accounts for its investments as trading securities under ASC 320 (Investments—Debt and Equity Securities), where securities are presented at fair value on the balance sheets. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the statements of operations. As of December 31, 2022 there were no funds deposited in the Trust Account. Redeemable Share Classification The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants and Public Rights) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable 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 the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at December 31, 2023, shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. At December 31, 2023, the ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 69,000,000 Less: Proceeds allocated to Public Warrants (1,104,000) Proceeds allocated to Public Rights (3,305,100) Ordinary share issuance costs (4,011,946) Redemption of ordinary shares (31,907,588) Plus: Remeasurement of carrying value to redemption value 12,089,247 Ordinary shares subject to possible redemption, December 31, 2023 $ 40,760,613 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees, cash underwriting discount, fair value of representative shares, and fair value of representative warrants incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to Public Warrants (as defined in Note 3) were charged to shareholders’ equity upon the completion of the Initial Public Offering. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company has determined there is a possibility it will be considered a Chinese Income Tax Resident for which it will owe taxes to the Chinese government. As such, the Company has accrued $630,367 and $0 for Chinese Income Tax and VAT and surcharges as of December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, the Company recorded an income tax expense of $434,911 and $0, respectively, related to the Chinese Income Tax estimate, and $195,456 and $0, respectively, for VAT and surcharges. The VAT and surcharges were recorded as part of the Company’s general and administrative expenses. 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 is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date. Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument 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 the warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon further review of the warrant agreement, management concluded that the warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants to purchase 7,617,500 ordinary shares is contingent upon the occurrence of future events. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 903,232 $ 401,499 $ — $ (2,155) Denominator: Basic and diluted weighted average ordinary shares outstanding 5,570,867 2,476,329 — 1,745,000 Basic and diluted net income (loss) per ordinary share $ 0.16 $ 0.16 $ — $ (0.00) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recently Issued Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2023 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3 —PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 6,900,000 Units, inclusive of 900,000 Units sold to the underwriters on February 17, 2023, upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2023 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 545,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $5,450,000 from the Company in a private placement. Each Private Unit consists of one Private Share, one right (“Private Right”) and one redeemable warrant (“Private Warrant”). Each Private Right entitles the holder thereof to receive one |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On July 8, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 1,150,000 ordinary shares (the “Founder Shares”). In August 2021, the Company effected a share dividend of 0.25 shares for each Founder Share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend. The Founder Shares include an aggregate of up to 225,000 shares that were subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares (excluding the Private Shares and the Representative Shares, as defined in Note 6) upon the completion of the Initial Public Offering. On February 17, 2023, the underwriters exercised their over - allotment option in full as part of the closing of the Initial Public Offering. As such, there are no shares subject to forfeiture. On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) for 50% of the Founder Shares, if the last reported sale price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, (y) for 50% of the Founder Shares, if the last reported sale price of the ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after a Business Combination, or (z) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on February 15, 2023, to pay the Sponsor or its affiliate up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2023, the Company incurred and paid $105,000 in fees for these services. For the year ended December 31, 2022, the Company did not incur any such fees for these services. Due from Sponsor At the closing of the Initial Public Offering on February 17, 2023, $2,000,000 of the proceeds from the sale of the Private Units was due to the Company to be held outside of the Trust Account for working capital purposes. Such amount was held in escrow by the Sponsor and various offering costs amounting to $628,074 were paid from this account at the time of the Initial Public Offering. Approximately $1.3 million was due from the Sponsor as of February 17, 2023. The outstanding balance was settled and transferred to the Company’s bank account on March 27, 2023. As of December 31, 2023, the Company advanced an aggregate amount of $60,000 from the Company’s operating account into the trust account on the Sponsor’s behalf to extend the time the Company has to complete an initial business combination to January 18, 2024. From January 2024 through April 2024, the Company advanced an aggregate amount of $90,000 from the Company’s operating account into the trust account on the Sponsor’s behalf to extend the time the Company has to complete an initial business combination to April 18, 2024. On April 9, 2024, the Sponsor wired $210,000 of Extension Funds into the Company’s operating account to reimburse the Company the $150,000 advances it made on Sponsor’s behalf and to fund the next two months of extension payments amounting to $60,000 . The Company plans on extending the time to complete an initial business combination by one month from April 18, 2024 to May 18, 2024 by depositing the $30,000 monthly extension payment into the trust account on or before April 26, 2024 (see Note 10). As of December 31, 2022, there was no outstanding balance due from Sponsor. Advances from Sponsor The advances from Sponsor represents the amounts paid by the Sponsor on behalf of the Company in excess of the limit that can be drawn against the promissory note. As of December 31, 2023 and 2022, there were $923 and $217,462 of outstanding balances in advances from Sponsor. Promissory Note — Sponsor On July 8, 2020, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The note is non-interest bearing and was payable on the earlier of (i) September 30, 2022 and (ii) the completion of the Initial Public Offering. In November 2022 the note was amended and the note became payable on the earlier of (i) June 30, 2023 and (ii) the completion of the Initial Public Offering. The outstanding balance of $150,000 was repaid to the Sponsor on March 28, 2023. As of December 31, 2023, there was no outstanding borrowings on the promissory note, and borrowings under the promissory note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2023 and 2022, the Company has no outstanding borrowings under the Working Capital Loans. Extension Note - Sponsor As discussed in Note 1, on November 10, 2023, the Company issued the Extension Note in the aggregate principal amount of up to $360,000 to the Sponsor, pursuant to which the Extension Funds will be deposited into the Trust Account in monthly installments for the benefit of each Public Share that was not redeemed in connection with the New Extension. The Sponsor has agreed to pay $30,000 per month (or approximately $0.01 per Public Share not redeemed) for each calendar month until November 18, 2024, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $360,000. The Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, and (b) the date of the liquidation of the Company. As of December 31, 2023, there was $60,000 outstanding borrowings under the Extension Note. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS | |
COMMITMENTS | NOTE 6 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on February 15, 2023, the holders of the Founder Shares, Representative Shares, Private Units and any units that may be issued on conversion of the Working Capital Loans (and any securities underlying the Private Units or units issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement. 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 the 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 permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. 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 to purchase up to 900,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On February 17, 2023, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase an additional 900,000 Units at a price of $10.00 per Unit. The underwriters were also entitled to a cash underwriting discount of $0.30 per Unit, or $2,070,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. Business Combination Marketing Agreement The Company has engaged I-Bankers Securities, Inc. (“I-Bankers”), the representative of the underwriters in the Initial Public Offering, as an advisor in connection with its Business Combination to assist in holding meetings with the Company shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay I-Bankers a cash fee for such services upon the consummation of its initial business combination in an amount equal to 4.0%, or $2,760,000 in the aggregate, of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). The Company will also pay I-Bankers a cash fee in an amount equal to 1.0%, or $690,000 in the aggregate, of the gross proceeds of the Initial Public Offering if it introduces the Company to the target business with whom the Company completes its initial Business Combination. Vendor Agreement On April 30, 2023, the Company entered into an agreement with a vendor for legal and consulting services, pursuant to which the Company agreed to pay the vendor $500,000 as follows: (i) $200,000 upon the execution of the agreement, (ii) $100,000 upon the execution of a definitive agreement for the Business Combination; and (iii) $200,000 upon submission of the proxy statement for the Business Combination to the SEC. Additionally, if the Business Combination closes, the Company will make a final additional payment of $850,000. If the Business Combination does not close, the Company shall not be responsible for any further payments. On May 4, 2023, the Company paid a $200,000 retainer pursuant to the agreement. As of December 31, 2023, $169,935 has been charged to expense against the retainer amount and $30,065 was recorded as prepaid expenses in the accompanying balance sheet. |
SHAREHOLDERS (DEFICIT) EQUITY
SHAREHOLDERS (DEFICIT) EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
SHAREHOLDERS (DEFICIT) EQUITY | |
SHAREHOLDERS (DEFICIT) EQUITY | NOTE 7 — SHAREHOLDERS’ (DEFICIT) EQUITY Preference Shares Ordinary Shares The Company is authorized to issue 220,000,000 ordinary shares, with a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share. In August 2021, the Company effected a share dividend of 0.25 shares for each founder share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. At December 31, 2023, there were 2,548,000 ordinary shares issued ordinary Rights one-tenth 1/10 If the Company is unable to complete a 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 a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Warrants No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the Public Warrants is not effective within 60 business days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● 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 $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants. 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. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Rights or Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Rights and Public Warrants may expire worthless. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor 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 a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value or the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value or the Newly Issued Price. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Representative Shares On July 28, 2020 the Company issued to EarlyBirdCapital and its designees an aggregate of 100,000 ordinary shares for aggregate consideration of $10.00, of which 2,250 were subsequently forfeited in August 2021. In August 2021, the Company also issued to I-Bankers Securities, Inc. and its designees an aggregate of 155,250 ordinary shares at a purchase price of $0.0001 per share, for aggregate consideration of $15.50. On October 28, 2021, the Company issued to EarlyBirdCapital and I-Bankers Securities, Inc. and its designees, 12,132 and 12,868, respectively, ordinary shares at a purchase price of $0.0001 per share, for minimal consideration of $2.50. Of the representative shares, 33,000 are no longer subject to forfeiture due to the underwriters’ exercise of their over-allotment option in full at the Initial Public Offering. Upon issuance, the representative shares were accounted for as deferred offering cost and were charged to shareholders equity upon the Initial Public Offering. The Company estimated the fair value of the 97,750 (net of 2,250 forfeited) representative shares issued on July 28, 2020 to be $2,151 based upon the price of the Founder Shares issued to the Sponsor of $0.022 per share and recorded as deferred offering costs accordingly. The 155,250 representative shares issued on August 23, 2021 and 25,000 representative shares issued on October 28, 2021 had an aggregate fair value using the scenario analysis, of which the stock price input into the founder shares scenario analysis was valued using a binomial lattice, of $1,019,993 ($6.57 per share) and $165,500 ($6.62 per share), respectively, or a total aggregate value of $1,185,493. Accordingly, $1,185,493 were accounted for as offering costs at the closing of the Initial Public Offering. The representative shares are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a business combination, the probability of the initial public offering, and other risk factors. The following tables present the quantitative information regarding market assumptions used in the representative shares valuation: August 23, October 28, 2021 2021 Market price (1) $ 9.06 $ 9.09 Risk-free rate (2) 0.83 % 1.22 % Dividend yield (3) 0.00 % 0.00 % Volatility (4) 14.5 % 12.5 % (1) As reported by Bloomberg on the Valuation Date (2) Based on the U.S. Treasury rate with a term matching the time to expiration (3) Based on an analysis of the guideline companies and discussions with management (4) Implied volatility calculated using the Black-Scholes formula using the fair value of the warrant. This value is presented for comparison purposes only as it excludes the impact of redemption features. August 23, October 28, 2021 2021 1.00 share per Unit $ 9.06 $ 9.09 0.50 warrant per Unit 0.29 0.25 0.10 right per Unit 0.65 0.66 Total price per Unit $ 10.00 $ 10.00 Offering price per Unit $ 10.00 $ 10.00 The holders of the representative shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the Initial Public Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering or commencement of sales of the Initial Public Offering, except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. Representative Warrants In addition, the Company entered into a separate warrant agreement with I-Banker Securities, Inc. (referred as “I-Bankers”, the “Representative” of the Underwriters) to issue Representative Warrants exercisable to purchase 172,500 ordinary shares at a price of $12.00 per share, subject to adjustment. The representative warrants were issued at the closing of the Initial Public Offering for consideration of $100. The Company accounted for the representative warrants as an offering cost of the Initial Public Offering, with a corresponding credit to shareholders’ equity. The representative warrants had an estimated fair value of $12,075 based on the third party valuation using the binomial lattice model of $0.07 per warrant. The Representative Warrants may be exercised for cash or on a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary of the effective date of the registration statement for the Initial Public Offering and the closing of the Initial Business Combination and terminating on the fifth anniversary of such effectiveness date. Notwithstanding anything to the contrary, neither I-Bankers nor its designees will be permitted to exercise the warrants after the five-year anniversary of the effective date of the registration statement for the Initial Public Offering. The Representative Warrants and such shares to be purchased pursuant to the Representative Warrants have been deemed compensation by FINRA and are therefore subject to a lock-up period of 180 days immediately following the date of the effectiveness of the registration statement for the Initial Public Offering pursuant to FINRA Rule 5110(g)(1). Pursuant to FINRA Rule 5110(g)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement for the Initial Public Offering except to any underwriter and selected dealer that participated in the Initial Public Offering and their bona fide officers or partners. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8 — INCOME TAXES If the Company is deemed a Chinese tax resident enterprise, its worldwide income, including the interest income from U.S. Treasury bills and mutual funds, will be taxable at a standard rate of 25% for China’s corporate income tax purposes. The interest income is calculated by deducting operation costs and corresponding interest costs from interest revenue. From a tax perspective, the Company is a Chinese tax resident enterprise that should make the tax registration at the competent tax authority of the place where its actual management is located. The Chinese income tax provisions for the years ended December 31, 2023 and 2022 consist of the following: December 31, December 31, 2023 2022 Income (loss) before provision for income taxes 1,739,642 (2,155) China’s corporate income tax standard rate (on income) 25.0 % — Income tax provision $ 434,911 $ — As of December 31, 2023 and 2022, the Company did not have any deferred tax assets and liabilities. A reconciliation of the Chinese income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2023 2022 China’s corporate income tax standard rate 25.0 % — Income tax provision 25.0 % — |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s 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 our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023, assets held in the Trust Account were comprised of $41,440,980 in money market funds which are invested primarily in U.S. government securities. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2023 Assets: Investments held in Trust Account 1 $ 41,440,980 The following table presents information about the Company’s equity instruments that are measured at fair value at February 17, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level February 17, 2023 Equity: Representative Warrants 3 $ 12,075 Fair Value of Public Rights for ordinary shares subject to redemption allocation 3 $ 3,305,100 Fair Value of Public Warrants for ordinary shares subject to redemption allocation 3 $ 1,104,000 The Public Warrants were valued using the binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. The private and representative warrants were valued using the Black-Scholes model. The following table presents the quantitative information regarding market assumptions used in the valuation of warrants: February 17, 2023 Market price of public share $ 9.56 Risk-free rate 4.23 % Dividend yield 0.00 % Volatility 4.5 % The rights were valued using a scenario analysis. The following table presents the quantitative information regarding market assumptions used in the valuation of the rights. The appraiser determined the value of the rights based on the value of underlying security: February 17, 2023 Value in De-SPAC (1) $ 9.59 Value without De-SPAC (2) $ — Probability (3) 50.0 % Fair value of Right to buy one Share (4) $ 4.79 (1) As the Founder Share will be converted to an ordinary share at the consummation of a transaction, it is assumed that the value of the Founder Share in the de-SPAC transaction scenario would simply equal the value of the ordinary share in a de-SPAC transaction. (2) The probability is as used in warrant analysis (3) Probability of the consummation of an initial business combination (4) Calculated as the weighted average price |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 — 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 upon this review, except as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 26, 2024, the Company issued an unsecured promissory note (the “2024 Note”) in the aggregate principal amount of up to $1,000,000 to the Sponsor, for the Company’s working capital needs. The 2024 Note does not bear interest and matures upon the earlier of the consummation of an initial Business Combination by the Company or the date of the Company’s liquidation. As of April 16, 2024, total borrowings under this note amounted to $265,688. From January 2024 through April 2024, the Company advanced an aggregate amount of $90,000 from the Company’s operating account into the Trust Account on the Sponsor’s behalf to extend the time the Company has to complete an initial business combination to April 18, 2024. On April 9, 2024, the Sponsor wired $210,000 of Extension Funds into the Company’s operating account to reimburse the Company the $150,000 advances it made on Sponsor’s behalf and to fund the next two months of extension payments amounting to $60,000. The Company plans on extending the time to complete an initial business combination by one month from April 18, 2024 to May 18, 2024 by depositing the $30,000 monthly extension payment into the trust account on or before April 26, 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying 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. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with 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. 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 has $96,486 and nil in cash as of December 31, 2023 and 2022, respectively, and no cash equivalents as of such dates. |
Investments in Trust Account | Investments in Trust Account At December 31, 2023, assets held in the Trust Account were held in money market funds which are invested primarily in U.S. government securities. The Company accounts for its investments as trading securities under ASC 320 (Investments—Debt and Equity Securities), where securities are presented at fair value on the balance sheets. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the statements of operations. As of December 31, 2022 there were no funds deposited in the Trust Account. |
Redeemable Share Classification | Redeemable Share Classification The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants and Public Rights) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable 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 the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at December 31, 2023, shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. At December 31, 2023, the ordinary shares reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 69,000,000 Less: Proceeds allocated to Public Warrants (1,104,000) Proceeds allocated to Public Rights (3,305,100) Ordinary share issuance costs (4,011,946) Redemption of ordinary shares (31,907,588) Plus: Remeasurement of carrying value to redemption value 12,089,247 Ordinary shares subject to possible redemption, December 31, 2023 $ 40,760,613 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees, cash underwriting discount, fair value of representative shares, and fair value of representative warrants incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to Public Warrants (as defined in Note 3) were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company has determined there is a possibility it will be considered a Chinese Income Tax Resident for which it will owe taxes to the Chinese government. As such, the Company has accrued $630,367 and $0 for Chinese Income Tax and VAT and surcharges as of December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, the Company recorded an income tax expense of $434,911 and $0, respectively, related to the Chinese Income Tax estimate, and $195,456 and $0, respectively, for VAT and surcharges. The VAT and surcharges were recorded as part of the Company’s general and administrative expenses. 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 is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date. |
Warrant Instruments | Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument 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 the warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon further review of the warrant agreement, management concluded that the warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants to purchase 7,617,500 ordinary shares is contingent upon the occurrence of future events. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 903,232 $ 401,499 $ — $ (2,155) Denominator: Basic and diluted weighted average ordinary shares outstanding 5,570,867 2,476,329 — 1,745,000 Basic and diluted net income (loss) per ordinary share $ 0.16 $ 0.16 $ — $ (0.00) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. Management does not believe that any other 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 |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of ordinary shares reflected in balance sheet | Gross proceeds $ 69,000,000 Less: Proceeds allocated to Public Warrants (1,104,000) Proceeds allocated to Public Rights (3,305,100) Ordinary share issuance costs (4,011,946) Redemption of ordinary shares (31,907,588) Plus: Remeasurement of carrying value to redemption value 12,089,247 Ordinary shares subject to possible redemption, December 31, 2023 $ 40,760,613 |
Schedule of reconciliation of basic and diluted net loss per common stock | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 903,232 $ 401,499 $ — $ (2,155) Denominator: Basic and diluted weighted average ordinary shares outstanding 5,570,867 2,476,329 — 1,745,000 Basic and diluted net income (loss) per ordinary share $ 0.16 $ 0.16 $ — $ (0.00) |
SHAREHOLDERS (DEFICIT) EQUITY (
SHAREHOLDERS (DEFICIT) EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SHAREHOLDERS (DEFICIT) EQUITY | |
Schedule of quantitative information regarding market assumptions used in representative shares valuation | August 23, October 28, 2021 2021 Market price (1) $ 9.06 $ 9.09 Risk-free rate (2) 0.83 % 1.22 % Dividend yield (3) 0.00 % 0.00 % Volatility (4) 14.5 % 12.5 % (1) As reported by Bloomberg on the Valuation Date (2) Based on the U.S. Treasury rate with a term matching the time to expiration (3) Based on an analysis of the guideline companies and discussions with management (4) Implied volatility calculated using the Black-Scholes formula using the fair value of the warrant. This value is presented for comparison purposes only as it excludes the impact of redemption features. August 23, October 28, 2021 2021 1.00 share per Unit $ 9.06 $ 9.09 0.50 warrant per Unit 0.29 0.25 0.10 right per Unit 0.65 0.66 Total price per Unit $ 10.00 $ 10.00 Offering price per Unit $ 10.00 $ 10.00 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAXES | |
Income tax provision | The Chinese income tax provisions for the years ended December 31, 2023 and 2022 consist of the following: December 31, December 31, 2023 2022 Income (loss) before provision for income taxes 1,739,642 (2,155) China’s corporate income tax standard rate (on income) 25.0 % — Income tax provision $ 434,911 $ — |
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate | A reconciliation of the Chinese income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2023 2022 China’s corporate income tax standard rate 25.0 % — Income tax provision 25.0 % — |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets that are measured at fair value on a recurring basis | December 31, Description Level 2023 Assets: Investments held in Trust Account 1 $ 41,440,980 |
Schedule of equity instruments that are measured at fair value | Level February 17, 2023 Equity: Representative Warrants 3 $ 12,075 Fair Value of Public Rights for ordinary shares subject to redemption allocation 3 $ 3,305,100 Fair Value of Public Warrants for ordinary shares subject to redemption allocation 3 $ 1,104,000 |
Schedule of quantitative information regarding market assumptions used in the valuation of warrants and rights | February 17, 2023 Market price of public share $ 9.56 Risk-free rate 4.23 % Dividend yield 0.00 % Volatility 4.5 % February 17, 2023 Value in De-SPAC (1) $ 9.59 Value without De-SPAC (2) $ — Probability (3) 50.0 % Fair value of Right to buy one Share (4) $ 4.79 (1) As the Founder Share will be converted to an ordinary share at the consummation of a transaction, it is assumed that the value of the Founder Share in the de-SPAC transaction scenario would simply equal the value of the ordinary share in a de-SPAC transaction. (2) The probability is as used in warrant analysis (3) Probability of the consummation of an initial business combination (4) Calculated as the weighted average price |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 12 Months Ended | |||||||||
Apr. 26, 2024 USD ($) | Apr. 09, 2024 USD ($) | Nov. 10, 2023 USD ($) $ / shares shares | Feb. 17, 2023 USD ($) $ / shares shares | Feb. 16, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Apr. 16, 2024 USD ($) | Oct. 28, 2021 $ / shares | Aug. 23, 2021 $ / shares | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Number of shares issuable per warrant | shares | 1 | |||||||||
Price of warrant | $ / shares | $ 10 | |||||||||
Gross proceeds | $ 70,380,000 | |||||||||
Number of units sold | shares | 900,000 | |||||||||
Price per share | $ / shares | $ 10 | $ 10 | $ 10 | |||||||
Gross proceeds from private placement | $ 5,450,000 | $ 0 | ||||||||
Shares Issued, price per share | $ / shares | $ 10.20 | $ 10 | $ 10 | |||||||
Transaction Costs | $ 4,366,343 | |||||||||
Underwriting fees | 2,070,000 | |||||||||
Fair value of class A shares issued to underwriters | $ 1,185,493 | |||||||||
Share Price | $ / shares | $ 10.20 | |||||||||
Investments, maximum maturity term | 180 days | |||||||||
Condition for future Business Combination use of proceeds percentage | 50 | |||||||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | |||||||||
Redemption limit percentage without prior consent | 15 | |||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||||
Maximum period to complete Business Combination | 18 months | |||||||||
Deposit in trust account | $ 690,000 | |||||||||
Extension period to complete Business Combination | 3 months | |||||||||
Aggregate consideration | $ 25,000 | $ 5,450,000 | ||||||||
Maximum extension period to complete Business Combination | 9 months | |||||||||
Shares issued during period (in shares) | shares | 3,018,308 | 545,000 | ||||||||
Temporary equity aggregate amount of redemption requirement | $ 31,900,000 | |||||||||
Temporary equity redemption price per share | $ / shares | $ 10.57 | |||||||||
Outstanding borrowings on extension note | $ 60,000 | |||||||||
Accounts payable into trust account | $ 60,000 | |||||||||
Condition for future business combination threshold Percentage Ownership | 100 | |||||||||
Due to the Sponsor for certain reimbursable expenses | $ 150,000 | |||||||||
Working capital deficit | $ 1,500,000 | |||||||||
Period to complete Business Combination | 9 months | |||||||||
Number of days advance notice to be provided for extension of the period to complete Business Combination. | 5 days | |||||||||
Maximum amount to be deposited in Trust Account | $ 2,070,000 | |||||||||
Interest to pay dissolution expenses | 50,000 | |||||||||
Subsequent Events | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Principal amount | $ 265,688 | |||||||||
Private Placement Units | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Number of shares issuable per warrant | shares | 1 | |||||||||
Fair value of class A shares issued to underwriters | $ 12,075 | |||||||||
Public Warrants | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Number of shares issuable per warrant | shares | 1 | |||||||||
Price of warrant | $ / shares | $ 10.20 | |||||||||
Initial Public Offering | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Price of warrant | $ / shares | $ 10 | |||||||||
Gross proceeds | $ 69,000,000 | |||||||||
Number of units sold | shares | 6,900,000 | |||||||||
Price per share | $ / shares | $ 10 | |||||||||
Condition for future Business Combination use of proceeds percentage | 80 | |||||||||
Per unit amount to be deposited in Trust Account | shares | 0.10 | |||||||||
Private Placement | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Number of units sold | shares | 545,000 | |||||||||
Price per share | $ / shares | $ 10 | |||||||||
Gross proceeds from private placement | $ 5,450,000 | |||||||||
Over-allotment option | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Number of shares issuable per warrant | shares | 900,000 | |||||||||
Number of units sold | shares | 900,000 | |||||||||
Related Party Loans | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Price of warrant | $ / shares | $ 10 | |||||||||
Other offering costs | $ 1,098,775 | |||||||||
Sponsor | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Aggregate consideration | $ 30,000 | |||||||||
Temporary equity redemption price per share | $ / shares | $ 0.01 | |||||||||
Principal amount | $ 360,000 | |||||||||
Aggregate initial consummation of business combination value | $ 360,000 | |||||||||
Sponsor | Subsequent Events | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Deposit in trust account | $ 90,000 | |||||||||
Accounts payable into trust account | $ 60,000 | |||||||||
Due to the Sponsor for certain reimbursable expenses | $ 30,000 | |||||||||
Maximum amount to be deposited in Trust Account | $ 30,000 | 210,000 | ||||||||
Interest to pay dissolution expenses | $ 150,000 | |||||||||
Sponsor | Initial Public Offering | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Gross proceeds from private placement | $ 2,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Cash | $ 96,486 | $ 0 | |
Cash equivalents | 0 | 0 | |
Funds deposits | 0 | ||
Gross proceeds | 69,000,000 | ||
Proceeds allocated to Public Warrants | (1,104,000) | ||
Proceeds allocated to Public Rights | (3,305,100) | ||
Ordinary share issuance costs | (4,011,946) | ||
Redemption of ordinary shares | (31,907,588) | 0 | |
Remeasurement of carrying value to redemption value | 12,089,247 | 0 | |
Ordinary shares subject to possible redemption | 40,760,613 | ||
Provision for income taxes | $ 434,911 | $ 0 | |
Purchase of warrants exercises | 7,617,500 | 7,617,500 | 1,725,000 |
Dilutive securities | 0 | 0 | |
Chinese taxes payable | $ 630,367 | $ 0 | |
Chinese Income Tax Resident | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Unrecognized tax benefits accrued for interest and penalties | 434,911 | 0 | |
Provision for income taxes | $ 195,456 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of basic and diluted net income (loss) per ordinary share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Redeemable ordinary share | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Allocation of net income (loss) | $ 903,232 | ||
Weighted average shares outstanding, basic | 5,570,867 | ||
Weighted average shares outstanding, diluted | 5,570,867 | ||
Net income (loss) per ordinary share, basic | $ 0.16 | ||
Net income (loss) per ordinary share, diluted | $ 0.16 | ||
Non-redeemable ordinary share | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Allocation of net income (loss) | $ 401,499 | $ (2,155) | |
Weighted average shares outstanding, basic | [1],[2],[3] | 2,476,329 | 1,745,000 |
Weighted average shares outstanding, diluted | [1],[2],[3] | 2,476,329 | 1,745,000 |
Net income (loss) per ordinary share, basic | $ 0.16 | $ 0 | |
Net income (loss) per ordinary share, diluted | $ 0.16 | $ 0 | |
[1] At December 31, 2022, includes an aggregate of up to 258,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriter (see Note 5). On January 26, 2023, the shareholders of the Company approved, through an ordinary resolution, the redesignation of authorized share capital from two classes of ordinary shares (Class A and Class B) to one class of ordinary shares, through a special resolution and related amendments to the memorandum and articles of association. All share and per-share amounts and descriptions have been retrospectively presented (See Note 7). On January 30, 2023, the Company effected a share dividend of 0.2 shares for each ordinary share outstanding, resulting in the Sponsor holding 1,725,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share dividend (See Note 5). |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - $ / shares | 12 Months Ended | |||
Feb. 17, 2023 | Dec. 31, 2023 | Oct. 28, 2021 | Aug. 23, 2021 | |
PUBLIC OFFERING | ||||
Number of units sold | 900,000 | |||
Price per share | $ 10 | $ 10 | $ 10 | |
Number of shares per warrant | 1 | |||
Public Warrants | ||||
PUBLIC OFFERING | ||||
Number of shares per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Public Rights | ||||
PUBLIC OFFERING | ||||
Number of units sold | 0.10 | |||
Number of shares per warrant | 1 | |||
Initial Public Offering | ||||
PUBLIC OFFERING | ||||
Number of units sold | 6,900,000 | |||
Price per share | $ 10 | |||
Over-allotment option | ||||
PUBLIC OFFERING | ||||
Number of units sold | 900,000 | |||
Number of shares per warrant | 900,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 12 Months Ended | |||||
Feb. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 30, 2023 | Oct. 28, 2021 | Aug. 23, 2021 | |
PRIVATE PLACEMENT | ||||||
Number of units sold | 900,000 | |||||
Price per share | $ 10 | $ 10 | $ 10 | |||
Proceeds from sale of Private Units | $ 5,450,000 | $ 0 | ||||
Number of shares per warrant | 1 | |||||
Purchase of warrants exercises | 7,617,500 | 7,617,500 | 1,725,000 | |||
Private Placement Units | ||||||
PRIVATE PLACEMENT | ||||||
Number of shares per warrant | 1 | |||||
Exercise price of warrant | $ 11.50 | |||||
Public Warrants | ||||||
PRIVATE PLACEMENT | ||||||
Number of shares per warrant | 1 | |||||
Exercise price of warrant | $ 11.50 | |||||
Public Rights | ||||||
PRIVATE PLACEMENT | ||||||
Number of units sold | 0.10 | |||||
Number of shares per warrant | 1 | |||||
Private Placement | ||||||
PRIVATE PLACEMENT | ||||||
Number of units sold | 545,000 | |||||
Price per share | $ 10 | |||||
Proceeds from sale of Private Units | $ 5,450,000 | |||||
Private Placement | Private Placement Units | ||||||
PRIVATE PLACEMENT | ||||||
Purchase of warrants exercises | 1 | |||||
Private Placement | Public Warrants | ||||||
PRIVATE PLACEMENT | ||||||
Number of redeemable warrants that each unit consists | 1 | |||||
Private Placement | Public Rights | ||||||
PRIVATE PLACEMENT | ||||||
Number of shares per warrant | 0.10 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 10, 2023 | Feb. 16, 2023 | Jan. 30, 2023 | Jul. 08, 2020 | Aug. 31, 2021 | Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | ||||||
Aggregate consideration | $ 25,000 | $ 5,450,000 | ||||
Shares issued during period (in shares) | 3,018,308 | 545,000 | ||||
Sponsor | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Aggregate consideration | $ 30,000 | |||||
Founder Shares | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | |||||
Founder Shares | Sponsor | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Aggregate consideration | $ 25,000 | |||||
Shares issued during period (in shares) | 1,725,000 | 1,150,000 | ||||
Share dividend | 0.2 | 0.25 | ||||
Aggregate number of shares owned | 1,437,500 | |||||
Shares subject to forfeiture | 225,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | 50% | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of a Business Combination | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12.50 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||||||
Nov. 10, 2023 | Mar. 28, 2023 | Feb. 17, 2023 | Feb. 16, 2023 | Feb. 15, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 26, 2024 | Apr. 16, 2024 | Apr. 09, 2024 | Jul. 08, 2020 | |
RELATED PARTY TRANSACTIONS | |||||||||||
Proceeds from sale of Private Units | $ 5,450,000 | $ 0 | |||||||||
Advances from Sponsor | 923 | 217,462 | |||||||||
Accounts payable into trust account | 60,000 | ||||||||||
Outstanding borrowings on extension note | $ 60,000 | ||||||||||
Price of warrant | $ 10 | ||||||||||
Aggregate consideration | $ 25,000 | $ 5,450,000 | |||||||||
Temporary equity redemption price per share | $ 10.57 | ||||||||||
Deposit in trust account | 690,000 | ||||||||||
Maximum amount to be deposited in Trust Account | 2,070,000 | ||||||||||
Subsequent Events | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Principal amount | $ 265,688 | ||||||||||
Sponsor | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Advances from Sponsor | 923 | 217,462 | |||||||||
Principal amount | $ 360,000 | ||||||||||
Aggregate consideration | $ 30,000 | ||||||||||
Temporary equity redemption price per share | $ 0.01 | ||||||||||
Aggregate initial consummation of business combination value | $ 360,000 | ||||||||||
Sponsor | Subsequent Events | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Accounts payable into trust account | $ 60,000 | ||||||||||
Deposit in trust account | $ 90,000 | ||||||||||
Maximum amount to be deposited in Trust Account | $ 30,000 | 210,000 | |||||||||
Initial Public Offering | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Price of warrant | $ 10 | ||||||||||
Initial Public Offering | Sponsor | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Proceeds from sale of Private Units | $ 2,000,000 | ||||||||||
Offering costs and other expenses paid by a related party | 628,074 | ||||||||||
Amount due from sponsor | $ 1,300,000 | 0 | |||||||||
Promissory Note with Related Party | Sponsor | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Borrowing capacity | $ 150,000 | ||||||||||
Outstanding balance repaid to Sponsor | $ 150,000 | ||||||||||
Outstanding balance of related party note | 0 | ||||||||||
Promissory Note with Related Party | Sponsor | Subsequent Events | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Borrowing capacity | 150,000 | ||||||||||
Maximum amount to be deposited in Trust Account | $ 210,000 | ||||||||||
Related Party Loans | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||||||
Price of warrant | $ 10 | ||||||||||
Related Party Loans | Working capital loans warrant | Related Party | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Outstanding balance of related party note | $ 0 | ||||||||||
Administrative Services Agreement | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Expenses incurred and paid | $ 0 | ||||||||||
Administrative Support Agreement | |||||||||||
RELATED PARTY TRANSACTIONS | |||||||||||
Expenses per month | $ 10,000 | ||||||||||
Expenses incurred and paid | $ 105,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) | 12 Months Ended | ||||||
May 04, 2023 USD ($) | Apr. 30, 2023 USD ($) | Feb. 17, 2023 $ / shares shares | Dec. 31, 2023 USD ($) item $ / shares shares | Dec. 31, 2022 USD ($) | Oct. 28, 2021 $ / shares | Aug. 23, 2021 $ / shares | |
COMMITMENTS | |||||||
Maximum number of demands for registration of securities | item | 3 | ||||||
Number of units sold | shares | 900,000 | ||||||
Maximum units issuable | shares | 900,000 | ||||||
Price per share | $ / shares | $ 10 | $ 10 | $ 10 | ||||
Advisory fees payable as a percentage of gross proceeds of IPO | 4% | ||||||
Advisory fees payable | $ 2,760,000 | ||||||
Additional Advisory fees payable as a percentage of gross proceeds of IPO, if I-Bankers introduces the Company to the target business | 1% | ||||||
Additional Advisory fees payable, if I-Bankers introduces the Company to the target business | $ 690,000 | ||||||
Prepaid expenses | 63,366 | $ 2,000 | |||||
Vendor agreement | |||||||
COMMITMENTS | |||||||
Expenses per month | $ 500,000 | ||||||
Expenses per month upon execution of agreement | 200,000 | ||||||
Expenses per month upon definitive agreement | 100,000 | ||||||
Expenses per month upon proxy statement | 200,000 | ||||||
Additional payment on related party transaction | $ 850,000 | ||||||
payment to suppliers | $ 200,000 | ||||||
Amount of expenses charged | 169,935 | ||||||
Prepaid expenses | $ 30,065 | ||||||
Initial Public Offering | |||||||
COMMITMENTS | |||||||
Number of units sold | shares | 6,900,000 | ||||||
Price per share | $ / shares | $ 10 | ||||||
Underwriting cash discount per unit | $ / shares | $ 0.30 | ||||||
Underwriter cash discount | $ 2,070,000 |
SHAREHOLDERS (DEFICIT) EQUITY -
SHAREHOLDERS (DEFICIT) EQUITY - Preference Shares (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
SHAREHOLDERS (DEFICIT) EQUITY | ||
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
SHAREHOLDERS (DEFICIT) EQUITY_2
SHAREHOLDERS (DEFICIT) EQUITY - Ordinary Shares (Details) | Dec. 31, 2023 Vote $ / shares shares | Feb. 17, 2023 shares | Jan. 30, 2023 shares | Jan. 26, 2023 item | Dec. 31, 2022 $ / shares shares | Aug. 31, 2021 shares |
SHAREHOLDERS (DEFICIT) EQUITY | ||||||
Number of classes of ordinary shares, redesignation of authorized share capital | item | 2 | |||||
Number classes of ordinary shares redesignated | item | 1 | |||||
Ordinary shares, shares authorized | 220,000,000 | 220,000,000 | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, votes per share | Vote | 1 | |||||
Share dividend | 0.2 | |||||
Ordinary shares, shares outstanding | 2,548,000 | 2,003,000 | ||||
Ordinary shares, shares issued | 2,548,000 | 2,003,000 | ||||
Private Placement | ||||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||||
Ordinary shares, shares outstanding | 545,000 | |||||
Representative Shares | ||||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||||
Ordinary shares, shares outstanding | 278,000 | 278,000 | ||||
Representative Shares | Over-allotment option | ||||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||||
Number of shares no longer subject to forfeiture | 33,000 | |||||
Ordinary shares subject to possible redemption | ||||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||||
Temporary equity shares authorized | 3,881,692 | 0 | ||||
Founder Shares | ||||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||||
Share dividend | 0.25 | |||||
Ordinary shares, shares outstanding | 1,725,000 | 1,725,000 | ||||
Founder Shares | Over-allotment option | ||||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||||
Number of shares no longer subject to forfeiture | 225,000 | |||||
Founder Shares | Sponsor | ||||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||||
Ordinary shares, shares outstanding | 1,725,000 | 1,437,500 |
SHAREHOLDERS (DEFICIT) EQUITY_3
SHAREHOLDERS (DEFICIT) EQUITY - Rights (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
SHAREHOLDERS (DEFICIT) EQUITY | |
Number of ordinary shares for each right | shares | 0.1 |
Additional consideration required to be paid by a holder of rights in order to receive its additional shares | $ 0 |
Contractual penalties for failure to deliver securities to the holders of the rights | $ 0 |
SHAREHOLDERS (DEFICIT) EQUITY_4
SHAREHOLDERS (DEFICIT) EQUITY - Warrants (Details) | 12 Months Ended |
Dec. 31, 2023 D $ / shares | |
Public Warrants | |
SHAREHOLDERS (DEFICIT) EQUITY | |
Public Warrants exercisable term after the completion of a Business Combination | 30 days |
Public Warrants expiration term | 5 years |
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis | 60 days |
Redemption price per Public Warrant (in dollars per share) | $ 0.01 |
Minimum threshold written notice period for redemption of Public Warrants | 30 days |
Threshold number of business days before sending notice of redemption to warrant holders | 3 days |
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ 9.20 |
Percentage of aggregate gross proceeds on total equity proceeds | 60% |
Threshold trading days for calculating volume weighted average trading price | 20 days |
Share redemption trigger price for redemption of Public Warrants (in dollars per share) | $ 18 |
Adjustment of exercise price of Public Warrants based on Market Value or the Newly Issued Price (as a percent) | 115% |
Adjustment of redemption trigger price based on Market Value or the Newly Issued Price (as a percent) | 180% |
Threshold trading days for redemption of Public Warrants | 20 days |
Threshold consecutive trading days for redemption of Public Warrants | D | 30 |
Private Warrants | |
SHAREHOLDERS (DEFICIT) EQUITY | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of a Business Combination | 30 days |
SHAREHOLDERS (DEFICIT) EQUITY_5
SHAREHOLDERS (DEFICIT) EQUITY - Quantitative Information Regarding Market Assumptions Used in Representative Shares Valuation (Details) - $ / shares | Oct. 28, 2021 | Aug. 23, 2021 |
SHAREHOLDERS (DEFICIT) EQUITY | ||
Market price | $ 9.09 | $ 9.06 |
Risk-free rate | 1.22% | 0.83% |
Dividend yield | 0% | 0% |
Volatility | 12.50% | 14.50% |
SHAREHOLDERS (DEFICIT) EQUITY_6
SHAREHOLDERS (DEFICIT) EQUITY - Reported by Bloomberg on the Valuation Date (Details) - $ / shares | Dec. 31, 2023 | Feb. 17, 2023 | Oct. 28, 2021 | Aug. 23, 2021 |
SHAREHOLDERS (DEFICIT) EQUITY | ||||
Total price per Unit | $ 10 | $ 10 | $ 10 | |
Offering price per Unit | $ 10.20 | 10 | 10 | |
1.00 shares per Unit | ||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||
Total price per Unit | 9.09 | 9.06 | ||
0.50 warrants per Unit | ||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||
Total price per Unit | 0.25 | 0.29 | ||
0.10 rights per Unit | ||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||
Total price per Unit | $ 0.66 | $ 0.65 |
SHAREHOLDERS (DEFICIT) EQUITY_7
SHAREHOLDERS (DEFICIT) EQUITY - Representative Shares and Representative Warrants (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 10, 2023 | Feb. 16, 2023 | Oct. 28, 2021 | Aug. 23, 2021 | Jul. 28, 2020 | Aug. 31, 2021 | Dec. 31, 2023 | Feb. 17, 2023 | |
SHAREHOLDERS (DEFICIT) EQUITY | ||||||||
Shares issued during period (in shares) | 3,018,308 | 545,000 | ||||||
Offering price per Unit | $ 10 | $ 10 | $ 10.20 | |||||
Aggregate consideration | $ 25,000 | $ 5,450,000 | ||||||
Fair value per share | $ 10.20 | |||||||
Representative Shares | ||||||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||||||
Fair value of shares accounted for as offering costs | $ 1,185,493 | |||||||
Aggregate fair value of shares issued | $ 1,185,493 | |||||||
Aggregate consideration | 100 | |||||||
Estimated fair value | $ 12,075 | |||||||
Fair value per share | $ 0.07 | |||||||
Representative Shares | Over-allotment option | ||||||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||||||
Number of shares no longer subject to forfeiture | 33,000 | |||||||
Representative Shares | EarlyBirdCapital and its designees | ||||||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||||||
Number of shares forfeited | 2,250 | |||||||
Number of shares issued, net of forfeited shares | 97,750 | |||||||
Shares issued during period (in shares) | 12,132 | 100,000 | ||||||
Offering price per Unit | $ 0.022 | |||||||
Aggregate consideration | $ 10 | |||||||
Estimated fair value | $ 2,151 | |||||||
Representative Shares | I-Bankers Securities, Inc. and its designees | ||||||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||||||
Aggregate fair value of shares issued | $ 1,019,993 | |||||||
Shares issued during period (in shares) | 12,868 | 155,250 | 155,250 | 172,500 | ||||
Offering price per Unit | $ 0.0001 | $ 12 | ||||||
Aggregate consideration | $ 15.50 | |||||||
Fair value per share | $ 6.57 | |||||||
Representative Shares | EarlyBirdCapital and I-Bankers Securities, Inc. and its designees | ||||||||
SHAREHOLDERS (DEFICIT) EQUITY | ||||||||
Aggregate fair value of shares issued | $ 165,500 | |||||||
Shares issued during period (in shares) | 25,000 | |||||||
Offering price per Unit | $ 0.0001 | |||||||
Aggregate consideration | $ 2.50 | |||||||
Fair value per share | $ 6.62 |
INCOME TAXES - Chinese income t
INCOME TAXES - Chinese income tax provisions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAXES | ||
Income (loss) before provision for income taxes | $ 1,739,642 | $ (2,155) |
China's corporate income tax standard rate (on income) | 25% | 0% |
Income tax provision | $ 434,911 | $ 0 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Chinese income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAXES | ||
China's corporate income tax standard rate | 25% | 0% |
Income tax provision | 25% | 0% |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAXES | ||
China's corporate income tax standard rate | 25% | 0% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2023 USD ($) |
FAIR VALUE MEASUREMENTS | |
Investments held in Trust Account | $ 41,440,980 |
US Treasury Securities | |
FAIR VALUE MEASUREMENTS | |
Investments held in Trust Account | $ 41,440,980 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of assets that are measured at fair value on a recurring basis (Details) | Dec. 31, 2023 USD ($) |
Assets: | |
Investments held in Trust Account | $ 41,440,980 |
Level 1 | |
Assets: | |
Investments held in Trust Account | $ 41,440,980 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of equity instruments that are measured at fair value (Details) - USD ($) | 12 Months Ended | |
Feb. 17, 2023 | Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | ||
Representative Warrants | $ 12,075 | |
Fair Value of Public Rights for ordinary shares subject to redemption allocation | 3,305,100 | |
Fair Value of Public Warrants for ordinary shares subject to redemption allocation | $ 1,104,000 | |
Level 3 | ||
FAIR VALUE MEASUREMENTS | ||
Representative Warrants | $ 12,075 | |
Fair Value of Public Rights for ordinary shares subject to redemption allocation | 3,305,100 | |
Fair Value of Public Warrants for ordinary shares subject to redemption allocation | $ 1,104,000 |
FAIR VALUE MEASUREMENTS - Sch_3
FAIR VALUE MEASUREMENTS - Schedule of quantitative information regarding market assumptions used in the valuation of warrants and rights (Details) | Feb. 17, 2023 $ / shares |
Market price of public share | |
FAIR VALUE MEASUREMENTS | |
Public warrants | 9.56 |
Risk-free rate | |
FAIR VALUE MEASUREMENTS | |
Public warrants | 4.23 |
Dividend yield | |
FAIR VALUE MEASUREMENTS | |
Public warrants | 0 |
Volatility | |
FAIR VALUE MEASUREMENTS | |
Public warrants | 4.5 |
Value in De-SPAC | |
FAIR VALUE MEASUREMENTS | |
Public warrants | 9.59 |
Probability | |
FAIR VALUE MEASUREMENTS | |
Public warrants | 50 |
Fair value of Right to buy one Share | |
FAIR VALUE MEASUREMENTS | |
Public warrants | 4.79 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Apr. 09, 2024 | Apr. 26, 2024 | Apr. 16, 2024 | Feb. 26, 2024 | Dec. 31, 2023 | Nov. 10, 2023 |
SUBSEQUENT EVENTS | ||||||
Deposit in trust account | $ 690,000 | |||||
Maximum amount to be deposited in Trust Account | 2,070,000 | |||||
Accounts payable into trust account | $ 60,000 | |||||
Sponsor | ||||||
SUBSEQUENT EVENTS | ||||||
Principal amount | $ 360,000 | |||||
Subsequent Events | ||||||
SUBSEQUENT EVENTS | ||||||
Principal amount | $ 265,688 | |||||
Subsequent Events | Sponsor | ||||||
SUBSEQUENT EVENTS | ||||||
Deposit in trust account | $ 90,000 | |||||
Maximum amount to be deposited in Trust Account | $ 210,000 | $ 30,000 | ||||
Accounts payable into trust account | 60,000 | |||||
Subsequent Events | Unsecured Promissory Note 2024 | Sponsor | ||||||
SUBSEQUENT EVENTS | ||||||
Principal amount | $ 1,000,000 | |||||
Subsequent Events | Sponsor | ||||||
SUBSEQUENT EVENTS | ||||||
Maximum amount to be deposited in Trust Account | 210,000 | |||||
Outstanding balance repaid to Sponsor | 150,000 | |||||
Accounts payable into trust account | $ 60,000 |