Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 20, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41860 | |
Entity Registrant Name | AI Transportation Acquisition Corp | |
Entity Central Index Key | 0001966734 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 10 East 53rd Street | |
Entity Address, Address Line Two | Suite 3001 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | + (86) | |
Local Phone Number | 1350 1152063 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity common stock, shares outstanding | 1,725,000 | |
Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one right to acquire 1/8 | ||
Title of 12(b) Security | Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one right to acquire 1/8 | |
Trading Symbol | AITRU | |
Security Exchange Name | NASDAQ | |
Ordinary Shares included as part of the Units | ||
Title of 12(b) Security | Ordinary Shares included as part of the Units | |
Trading Symbol | AITR | |
Security Exchange Name | NASDAQ | |
Rights included as part of the Units | ||
Title of 12(b) Security | Rights included as part of the Units | |
Trading Symbol | AITRW | |
Security Exchange Name | NASDAQ |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash | $ 844 | |
Deferred offering costs | 178,837 | 25,000 |
Total Assets | 179,681 | 25,000 |
Current Liabilities | ||
Promissory note – related party | 159,069 | 29,237 |
Total Current Liabilities | 159,069 | 29,237 |
Commitments and Contingencies | ||
Stockholder’s Equity (Deficit) | ||
Ordinary Shares, par value $0.0001; 500,000,000 shares authorized; -1,725,000- and -0- issued and outstanding(1) respectively | 173 | |
Additional paid-in capital | 24,827 | |
Accumulated deficit | (4,388) | (4,237) |
Total Stockholder’s Equity (Deficit) | 20,612 | (4,237) |
Total Liabilities and Stockholder’s Equity (Deficit) | $ 179,681 | $ 25,000 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | ||
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares issued | [1] | 1,725,000 | 0 |
Common stock, shares outstanding | [1] | 1,725,000 | 0 |
Ordinary shares subject to forfeiture | 225,000 | ||
[1]Includes an aggregate of 225,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | ||
Income Statement [Abstract] | |||||
Formation and operating costs | $ (151) | $ (4,237) | $ (151) | ||
Net Loss | $ (151) | $ (4,237) | $ (151) | ||
Weighted average number of shares outstanding, basic | [1] | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 |
Weighted average number of shares outstanding, diluted | [1] | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 |
Earnings per share, basic | $ 0 | $ 0 | $ 0 | $ 0 | |
Earnings per share, diluted | $ 0 | $ 0 | $ 0 | $ 0 | |
[1]Excludes an aggregate of 225,000 |
Statements of Operations (Una_2
Statements of Operations (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2023 shares | |
Income Statement [Abstract] | |
Ordinary shares subject to forfeiture | 225,000 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance – June 30, 2022 at May. 08, 2022 | |||||
Balance, shares at May. 08, 2022 | |||||
Net loss | (4,237) | (4,237) | |||
Balance – September 30, 2022 at Jun. 30, 2022 | (4,237) | (4,237) | |||
Balance, shares at Jun. 30, 2022 | |||||
Balance – June 30, 2022 at May. 08, 2022 | |||||
Balance, shares at May. 08, 2022 | |||||
Net loss | (4,237) | ||||
Balance – September 30, 2022 at Sep. 30, 2022 | (4,237) | (4,237) | |||
Balance, shares at Sep. 30, 2022 | |||||
Balance – June 30, 2022 at Jun. 30, 2022 | (4,237) | (4,237) | |||
Balance, shares at Jun. 30, 2022 | |||||
Net loss | |||||
Balance – September 30, 2022 at Sep. 30, 2022 | (4,237) | (4,237) | |||
Balance, shares at Sep. 30, 2022 | |||||
Balance – June 30, 2022 at Dec. 31, 2022 | (4,237) | (4,237) | |||
Balance, shares at Dec. 31, 2022 | |||||
Issuance of Founder Shares to Sponsor | [1] | $ 173 | 24,827 | 25,000 | |
Issuance of founder shares to sponsor, shares | [1] | 1,725,000 | |||
Net loss | |||||
Balance – September 30, 2022 at Mar. 31, 2023 | $ 173 | 24,827 | (4,237) | 20,763 | |
Balance, shares at Mar. 31, 2023 | 1,725,000 | ||||
Balance – June 30, 2022 at Dec. 31, 2022 | (4,237) | (4,237) | |||
Balance, shares at Dec. 31, 2022 | |||||
Net loss | (151) | ||||
Balance – September 30, 2022 at Sep. 30, 2023 | $ 173 | 24,827 | (4,388) | 20,612 | |
Balance, shares at Sep. 30, 2023 | 1,725,000 | ||||
Balance – June 30, 2022 at Mar. 31, 2023 | $ 173 | 24,827 | (4,237) | 20,763 | |
Balance, shares at Mar. 31, 2023 | 1,725,000 | ||||
Net loss | |||||
Balance – September 30, 2022 at Jun. 30, 2023 | $ 173 | 24,827 | (4,237) | 20,763 | |
Balance, shares at Jun. 30, 2023 | 1,725,000 | ||||
Net loss | (151) | (151) | |||
Balance – September 30, 2022 at Sep. 30, 2023 | $ 173 | $ 24,827 | $ (4,388) | $ 20,612 | |
Balance, shares at Sep. 30, 2023 | 1,725,000 | ||||
[1]Includes an aggregate of 225,000 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2023 shares | |
Statement of Stockholders' Equity [Abstract] | |
Ordinary shares subject to forfeiture | 225,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | |
Cash flows from Operating Activities: | ||||||
Net Loss | $ (4,237) | $ (151) | $ (4,237) | $ (151) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Formation and operating costs paid by Sponsor under Promissory Note – Related Party | 4,237 | |||||
Net cash used in operating activities | (151) | |||||
Cash flows from Financing Activities: | ||||||
Proceeds from issuance of ordinary shares to Sponsor | 25,000 | |||||
Proceeds from Promissory note | 995 | |||||
Payment of offering costs | (25,000) | |||||
Net cash provided by financing activities | 995 | |||||
Net Change in Cash | 844 | |||||
Cash – Beginning of period | ||||||
Cash – Ending of period | $ 844 | 844 | ||||
Supplemental Disclosures of Noncash Financing Activities | ||||||
Deferred offering costs included in promissory note | $ 25,000 | $ 159,069 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations AI Transportation Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on May 9, 2022 As of September 30, 2023, the Company had not commenced any operations. All activity for the period from May 9, 2022 (inception) through September 30, 2023 relates to the Company’s formation and the Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is AI Transportation Corp, a British Virgin Islands business company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 8, 2023. On November 10, 2023, the Company consummated its Initial Public Offering of 6,000,000 10.00 60,000,000 2,723,448 1,200,000 900,000 Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 277,750 10.00 2,777,500 Following the closing of the Initial Public Offering on November 10, 2023, an amount of $ 60,600,000 10.10 Note 1 — Description of Organization and Business Operations (Continued) The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of how they vote for the Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.10 The Sponsor has agreed (A) to vote its founder shares, the ordinary shares included in the Placement Units (the “Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of any proposed Business Combination, (B) not to convert any placement shares in connection with a shareholder vote to approve a proposed initial business combination or sell any placement shares to the Company in a tender offer in connection with a proposed initial business combination and (C) that the founder shares and Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company will have until November 10, 2024 to consummate a Business Combination. If the Company is unable to complete a Business Combination within 12 months from the closing of the Initial Public Offering (subject to six one-month extensions after the closing of the offering by depositing into the trust account, for each one-month extension, $ 199,800 229,770 0.0333 amended and restated memorandum and articles of association 50,000 Note 1 — Description of Organization and Business Operations (Continued) Accordingly, we will redeem our public shares as soon as reasonably possible following our 12th month (subject to six one-month extensions to extend the time available for us to consummate our initial business combination, whereby our sponsor, upon five days advance notice prior to the applicable deadline, must deposit into the trust account for each six one-month extension after the closing of the offering by depositing into the trust account, for each one-month extension, $ 199,800 229,770 0.0333 amended and restated memorandum and articles of association The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 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 our independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $ 10.10 10.10 Liquidity and Capital Resources As of September 30, 2023, the Company had $ 844 The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 159,069 Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Note 1 — Description of Organization and Business Operations (Continued) Liquidity and Management’s Plans Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during period leading up to the Business Combination. There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern Consideration In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the Company will cease all operations, redeem the public shares and thereafter liquidate and dissolve and the Company expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the period from May 9, 2022 (inception) through December 31, 2022 included in a registration statement on Form S-1, as amended, declared effective by the SEC on November 8, 2023 and the Company’s Current Report on Form 8-K, as filed with the SEC on November 16, 2023. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or for any future periods. 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 Securities Exchange Act of 1934 (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. Note 2 — Summary of Significant Accounting Policies (Continued) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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. As of September 30, 2023, the Company had $ 844 Cash Held in Trust Account As of September 30, 2023, the Company had $ 0 in cash held in the Trust Account. As of November 10, 2023 after IPO, the Company had $ 60,600,000 in cash held in the Trust Account Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2022 and September 30, 2023 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the provision for income taxes was deemed to be de minimis for the period from May 9, 2022 (inception) to December 31, 2022 and for the nine months ended September 30, 2023. Note 2 — Summary of Significant Accounting Policies (Continued) Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At September 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. 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 depository insurance coverage of $ 250,000 Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of FASB ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 19, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 19, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 upon inception on May 9, 2022. The impact to our balance sheet, statement of operations and cash flows was not material. Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Note 2 — Summary of Significant Accounting Policies (Continued) Ordinary Shares Subject to Possible Redemption As discussed in Note 3, all of the 6,000,000 0 5,000,001 Accordingly, on September 30, 2023, there was no ordinary shares subject to possible redemption that were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering on November 10, 2023, the Company sold 6,000,000 10.00 |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 277,750 10.00 2,777,500 A substantial portion of the proceeds from the sale of the Placement Units was added to the net proceeds from the Initial Public Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering, except that the placement units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of our initial business combination except to permitted transferees. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Rights underlying the Placement Units will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder shares On January 1, 2023, the Company issued an aggregate of 1,437,500 25,000 187,500 50,000 287,500 225,000 1,725,000 20 Note 5 — Related Party Transactions (Continued) Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) six (6) months after the completion of our initial business combination and (B) subsequent to our initial business combination, if the reported last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or if we complete a transaction after our initial business combination which results in all of our shareholders having the right to exchange their shares for cash, securities or other property after our initial business combination (except as described herein under “Principal Shareholders — Restrictions on Transfers of Founder Shares and placement units”). Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Promissory Note — Related Party On June 1, 2022, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 440,000 159,069 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 Administrative Support Agreement Commencing on the date of the prospectus and until completion of the Company’s Business Combination or liquidation, the Company may reimburse AI Transportation Corp, the Sponsor, up to an amount of $ 10,000 Representative Shares On November 10, 2023, the Company issued 60,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the insider shares, as well as the holders of the Placement Units (and underlying securities) and any securities issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of Proposed Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Proposed Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of ordinary shares are to be released from escrow. The holders of a majority of the Placement Units (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Note 6 — Commitments and Contingencies (Continued) In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Proposed Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Proposed Public Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Proposed Public Offering. Underwriters Agreement The Company granted the underwriter a 45-day option to purchase up to 900,000 The underwriters were entitled to a cash underwriting discount of: (i) approximately one point four percent ( 1.40% 837,500 963,120 2.00% 1,200,000 1,380,000 Right of First Refusal For a period beginning on the closing of the Initial Public Offering, and ending 12 months from the closing of a business combination, we have granted EF Hutton, division of Benchmark Investments, LLC a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 7 – Shareholders’ Equity Ordinary shares 500,000,000 0.0001 100 1,437,500 25,000 187,500 50,000 287,500 225,000 1,725,000 20% Note 7 — Shareholders’ Equity (Continued) On September 30, 2023, there was 1,725,000 2,062,750 6,000,000 Rights The Placement Units are identical to the Units sold as part of the public Units in this offering, except as described in the Company’s Registration Statement and prospectus, including in part that the initial purchasers agreed not to transfer, assign or sell any of the Placement Units or underlying securities (except in limited circumstances, as described in the prospectus) until 30 days following the completion of the Company’s initial business combination. Such initial purchasers were granted certain demand and piggyback registration rights in connection with the purchase of the Placement Units. The Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. The Ordinary Shares issuable upon exchange of the Rights will be freely tradable (except to the extent held by affiliates of the Company). Additionally, in no event will the Company be required to net cash settle the rights. 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. Accordingly, the rights may expire worthless. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events On November 10, 2023, the Company consummated its Initial Public Offering of 6,000,000 10.00 60,000,000 900,000 Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 277,750 10.00 2,777,500 Following the closing of the Initial Public Offering on November 10, 2023, an amount of $ 60,600,000 10.10 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the period from May 9, 2022 (inception) through December 31, 2022 included in a registration statement on Form S-1, as amended, declared effective by the SEC on November 8, 2023 and the Company’s Current Report on Form 8-K, as filed with the SEC on November 16, 2023. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or for any future periods. |
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 Securities Exchange Act of 1934 (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. Note 2 — Summary of Significant Accounting Policies (Continued) |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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. As of September 30, 2023, the Company had $ 844 |
Cash Held in Trust Account | Cash Held in Trust Account As of September 30, 2023, the Company had $ 0 in cash held in the Trust Account. As of November 10, 2023 after IPO, the Company had $ 60,600,000 in cash held in the Trust Account |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2022 and September 30, 2023 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the provision for income taxes was deemed to be de minimis for the period from May 9, 2022 (inception) to December 31, 2022 and for the nine months ended September 30, 2023. Note 2 — Summary of Significant Accounting Policies (Continued) |
Net loss per share | Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At September 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
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 depository insurance coverage of $ 250,000 |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of FASB ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 19, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 19, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 upon inception on May 9, 2022. The impact to our balance sheet, statement of operations and cash flows was not material. Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Note 2 — Summary of Significant Accounting Policies (Continued) |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption As discussed in Note 3, all of the 6,000,000 0 5,000,001 Accordingly, on September 30, 2023, there was no ordinary shares subject to possible redemption that were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 9 Months Ended | ||||
Nov. 10, 2023 | Jan. 01, 2023 | Sep. 30, 2023 | Nov. 10, 2024 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Cash held in trust account | $ 0 | ||||
Business combination recognized identifiable assets acquired and liabilities assumed tangibles | 5,000,001 | ||||
Cash | $ 844 | ||||
Sponsor [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock issued during period shares new issues | 1,437,500 | ||||
Subsequent Event [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued price per share | $ 10.10 | ||||
Cash held in trust account | $ 60,600,000 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued price per share | $ 10.10 | ||||
IPO [Member] | Sponsor [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued price per share | $ 10.10 | ||||
Due to related parties | $ 25,000 | ||||
Loan from related loans | $ 159,069 | ||||
IPO [Member] | Forecast [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued price per share | $ 0.0333 | ||||
Deposit assets | $ 199,800 | ||||
Over allotment option exercised | 229,770 | ||||
Interest payable | $ 50,000 | ||||
IPO [Member] | Subsequent Event [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock issued during period shares new issues | 6,000,000 | ||||
Shares issued price per share | $ 10 | ||||
Proceeds from issuance initial public offering | $ 60,000,000 | ||||
Offering costs | 2,723,448 | ||||
Deferred commission | $ 1,200,000 | ||||
Options to purchase shares | 900,000 | ||||
Over allotment option exercised | $ 1,380,000 | ||||
Private Placement [Member] | Subsequent Event [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock issued during period shares new issues | 277,750 | ||||
Shares issued price per share | $ 10 | ||||
Proceeds from private placement | $ 2,777,500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Nov. 10, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||
Cash | $ 844 | ||
Asset, Held-in-Trust | 0 | ||
Cash FDIC amount | 250,000 | ||
Business combination recognized identifiable assets acquired and liabilities assumed tangibles | $ 5,000,001 | ||
IPO [Member] | |||
Subsequent Event [Line Items] | |||
Sale of stock number of shares issued in transaction | 6,000,000 | ||
Reduction in additional paid in capital | $ 0 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Asset, Held-in-Trust | $ 60,600,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - $ / shares | Nov. 10, 2023 | Sep. 30, 2023 |
Subsequent Event [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share price | $ 10.10 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Share price | $ 10.10 | |
IPO [Member] | Subsequent Event [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during period shares new issues | 6,000,000 | |
Share price | $ 10 |
Private Placement (Details Narr
Private Placement (Details Narrative) - Subsequent Event [Member] | Nov. 10, 2023 USD ($) $ / shares shares |
Subsidiary, Sale of Stock [Line Items] | |
Share price | $ 10.10 |
Private Placement [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Stock issued during period shares new issues | shares | 277,750 |
Share price | $ 10 |
Proceeds from private placement | $ | $ 2,777,500 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | |||||
Nov. 10, 2023 | Nov. 08, 2023 | Jan. 01, 2023 | Jun. 01, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Forfeiture of shares | 225,000 | |||||
Description of sale of shares | Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) six (6) months after the completion of our initial business combination and (B) subsequent to our initial business combination, if the reported last sale price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or if we complete a transaction after our initial business combination which results in all of our shareholders having the right to exchange their shares for cash, securities or other property after our initial business combination (except as described herein under “Principal Shareholders — Restrictions on Transfers of Founder Shares and placement units”). Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. | |||||
Promissory note - related party | $ 159,069 | $ 29,237 | ||||
Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate principal amount | $ 300,000 | |||||
Payment of offering expenses | $ 440,000 | |||||
Related Party Loans [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Increase in maximum funding allowable | $ 1,500,000 | |||||
Debt conversion price per share | $ 10 | |||||
Subsequent Event [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Forfeiture of shares | 1,725,000 | |||||
Number of additional shares issued | 287,500 | |||||
Stock issued and outstanding percentage | 20% | |||||
Subsequent Event [Member] | Representative Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period shares new issues | 60,000 | |||||
Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period shares new issues | 1,437,500 | |||||
Sale of units in initial public offering, net of offering costs | $ 25,000 | |||||
Forfeiture of shares | 187,500 | |||||
Sponsor fees per month | $ 10,000 | |||||
Sponsor [Member] | Subsequent Event [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Forfeiture of shares | 225,000 | |||||
Chief Executive Officer, Chief Financial Officer and Three Independent Directors [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued during period shares new issues | 50,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - IPO [Member] - Subsequent Event [Member] | Nov. 10, 2023 USD ($) shares |
Subsidiary, Sale of Stock [Line Items] | |
Options to purchase shares | shares | 900,000 |
Underwriting discount, percentage | 1.40% |
Underwriting discount | $ 837,500 |
Underwriting discount over allotment option exercised | $ 963,120 |
Underwriting fee, percentage | 2% |
Deferred commission | $ 1,200,000 |
[custom:OverAllotmentOptionExercised-0] | $ 1,380,000 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 9 Months Ended | |||||
Nov. 08, 2023 | Jan. 01, 2023 | Sep. 30, 2023 | Nov. 10, 2023 | Dec. 31, 2022 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock shares authorized | 500,000,000 | 500,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | [1] | 1,725,000 | 0 | |||
Common stock, shares outstanding | [1] | 1,725,000 | 0 | |||
Forfeiture of shares | 225,000 | |||||
Subsequent Event [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares issued | 2,062,750 | |||||
Common stock, shares outstanding | 2,062,750 | |||||
Shares subject to possible redemption | 6,000,000 | |||||
Subsequent Event [Member] | Founder Shares [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Forfeiture of shares | 1,725,000 | |||||
Number of additional shares issued | 287,500 | |||||
Stock issued and outstanding percentage | 20% | |||||
Sponsor [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Sale of units in initial public offering, net of offering costs | 1,437,500 | |||||
Sale of units in initial public offering, net of offering costs | $ 25,000 | |||||
Forfeiture of shares | 187,500 | |||||
Sponsor [Member] | Subsequent Event [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Forfeiture of shares | 225,000 | |||||
Chief Executive Officer, Chief Financial Officer and Three Independent Directors [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Sale of units in initial public offering, net of offering costs | 50,000 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares issued | 100 | |||||
Common stock, shares outstanding | 100 | |||||
[1]Includes an aggregate of 225,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 10, 2023 | Sep. 30, 2023 |
Subsequent Event [Line Items] | ||
Cash held in trust account | $ 0 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Share price | $ 10.10 | |
Cash held in trust account | $ 60,600,000 | |
IPO [Member] | ||
Subsequent Event [Line Items] | ||
Share price | $ 10.10 | |
IPO [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock issued during period shares new issues | 6,000,000 | |
Share price | $ 10 | |
Proceeds from issuance initial public offering | $ 60,000,000 | |
Options to purchase shares | 900,000 | |
Private Placement [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock issued during period shares new issues | 277,750 | |
Share price | $ 10 | |
Proceeds from private placement | $ 2,777,500 |