Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 05, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 7,837,750 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 206 | ||
Auditor Name | MaloneBailey, LLP | ||
Auditor Location | Houston, Texas | ||
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 $0.0001 per share, and one right to acquire 1/8 | ||
Trading Symbol | AITRU | ||
Security Exchange Name | NASDAQ | ||
Ordinary Shares included as part of the Units | |||
Title of 12(b) Security | Ordinary Shares included as part of the Units | ||
Trading Symbol | AITR | ||
Security Exchange Name | NASDAQ | ||
Rights included as part of the Units | |||
Title of 12(b) Security | Rights included as part of the Units | ||
Trading Symbol | AITRR | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash | $ 584,635 | |
Deferred offering cost | 25,000 | |
Total Current Assets | 584,635 | 25,000 |
Cash and marketable securities held in trust account | 60,721,187 | |
Total Assets | 61,305,822 | 25,000 |
Current liabilities | ||
Accrued expenses | 66,888 | |
Promissory note – related party | 29,237 | |
Total Current Liabilities | 66,888 | 29,237 |
Deferred underwriter fee payable | 1,200,000 | |
Total Liabilities | 1,266,888 | 29,237 |
Commitments and Contingencies (Note 6) | ||
Redeemable Ordinary share, $0.0001 par value; 500,000,000 shares authorized; 6,000,000 shares issued and outstanding subject to possible redemption, at redemption value of $10.12 | 60,721,187 | |
Stockholders’ Deficit | ||
Ordinary share, $0.0001 par value; 500,000,000 shares authorized; 1,837,750 issued and outstanding (excluding 6,000,000 shares subject to redemption) as of December 31, 2023 and 0 issued and outstanding as of December 31, 2022 | 184 | |
Additional paid-in capital | ||
Accumulated deficit | (682,437) | (4,237) |
Total Stockholders’ Deficit | (682,253) | (4,237) |
Total Liabilities and Stockholders’ Deficit | $ 61,305,822 | $ 25,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Redeemable ordinary share, par value | $ 0.0001 | $ 0.0001 |
Redeemable ordinary share, shares authorized | 500,000,000 | 500,000,000 |
Redeemable ordinary share, shares issued | 6,000,000 | 6,000,000 |
Redeemable ordinary share, shares outstanding | 6,000,000 | 6,000,000 |
Redeemable ordinary share, redemption value | $ 10.12 | $ 10.12 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 1,837,750 | 0 |
Common stock, shares outstanding | 1,837,750 | 0 |
Ordinary shares subject to redemption | 6,000,000 |
Statements of Operations
Statements of Operations - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Income Statement [Abstract] | ||
Formation and operating costs | $ (4,237) | $ (157,067) |
Loss from operations | (4,237) | (157,067) |
Other income: | ||
Investment income earned on investments held in Trust Account | 121,187 | |
Total other income | 121,187 | |
Net Loss | $ (4,237) | $ (35,880) |
Weighted average number of shares outstanding, basic | 2,366,106 | |
Weighted average number of shares outstanding, diluted | 2,366,106 | |
Basic net loss per ordinary share | $ (0.02) | |
Diluted net loss per ordinary share | $ (0.02) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, value at May. 08, 2022 | ||||
Balance, shares at May. 08, 2022 | ||||
Net loss | (4,237) | (4,237) | ||
Balance, value at Dec. 31, 2022 | (4,237) | (4,237) | ||
Balance, shares at Dec. 31, 2022 | ||||
Issuance of Founder Shares to Sponsor | $ 173 | 24,827 | 25,000 | |
Issuance of Founder Shares to Sponsor, shares | 1,725,000 | |||
Sale of public units through public offering | $ 600 | 59,999,400 | 60,000,000 | |
Sale of public units through public offering, shares | 6,000,000 | |||
Sale of Private Placement Units | $ 28 | 2,777,472 | 2,777,500 | |
Sale of Private Placement Units, shares | 277,750 | |||
Offering costs | (1,523,449) | (1,523,449) | ||
Deferred underwriting costs | (1,200,000) | (1,200,000) | ||
Issuance of representative shares | $ 6 | (6) | ||
Issuance of rep shares, shares | 60,000 | |||
Ordinary shares subject to redemption | $ (600) | (60,599,400) | (60,600,000) | |
Ordinary shares subject to redemption, shares | (6,000,000) | |||
Remeasurement of common stock subject to possible redemption | (121,187) | (121,187) | ||
Accretion of APIC to deficit | 521,156 | (521,156) | ||
Forfeiture of founder shares | $ (23) | 23 | ||
Forfeiture of founder shares, shares | (225,000) | |||
Net loss | (35,880) | (35,880) | ||
Balance, value at Dec. 31, 2023 | $ 184 | $ (682,437) | $ (682,253) | |
Balance, shares at Dec. 31, 2023 | 1,837,750 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (4,237) | $ (35,880) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Investment income earned on investments held in Trust Account | (121,187) | |
Formation and operating costs paid by Sponsor | 4,237 | |
Changes in operating assets and liabilities: | ||
Accrued expenses | 66,888 | |
Net cash used in operating activities | (90,179) | |
Cash flows from investing activities: | ||
Investment of cash in Trust Account | (60,600,000) | |
Net cash used in investing activities | (60,600,000) | |
Cash flows from financing activities: | ||
Proceeds from issuance of founder shares to Sponsor | 25,000 | |
Proceeds from sale of units through public offering | 60,000,000 | |
Proceeds from sale of private placement units | 2,777,500 | |
Payment of offering costs | (1,523,449) | |
Proceeds from promissory note - related party | 154,832 | |
Repayment of promissory note - related party | (159,069) | |
Net cash provided by financing activities | 61,274,814 | |
Net change in cash | 584,635 | |
Cash at the beginning of the period | ||
Cash at the end of the period | 584,635 | |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriting fee payable | 1,200,000 | |
Initial classification of shares subject to redemption | 60,600,000 | |
Subsequent remeasurement to redemption value | 121,187 | |
Issuance of representative shares | 6 | |
Accretion of additional paid in capital to accumulated deficit | 521,155 | |
Deferred offering costs included in promissory note | $ 25,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 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. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). The Company may pursue a business combination target in any industry, section or geography, though it intends to focus the search in the transportation field, including but not limited to logistics, new energy vehicles, smart parking, on-board chips and AI algorithms, automotive services and related areas of intelligent transportation. As of December 31, 2023, the Company had not yet commenced any operations. All activity through December 31, 2023 related to the Company’s formation and the Initial Public 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 Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is AI Transportation Corp, a newly-formed British Virgin Islands 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 2,723,449 1,200,000 900,000 225,000 1,500,000 Simultaneously with the consummation of the closing of the IPO, 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 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 have 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 If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. 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 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing if the Company extends the period to consummate a Business Combination by up to six additional months through six one-month extensions of time, as further provided in the Company’s amended and restated memorandum and articles of association) to consummate a Business Combination (the “Combination Period”). 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 not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of the trust account (less up to $ 50,000 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 December 31, 2023, the Company had $ 584,635 The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 159,069 159,069 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. 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 requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises 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. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and 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 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. 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 December 31, 2023 and 2022, the cash in bank amounted to $ 584,635 0 no Investments Held in Trust Account As of December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in investment income earned on investments held in Trust in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. As of December 31, 2023 and 2022, the estimated fair values of investments held in Trust Account amounted to $ 60,721,187 0 Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. These costs, together with the underwriter discount of $ 1,200,000 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 the United States is the Company’s only 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, 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, there is no provision for income taxes for the year ended December 31, 2023 and for the period from May 9, 2022 (inception) to December 31, 2022. Net loss per share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the rights issued in connection with the Initial Public Offering and rights issued as components of the Private Placement Units (the “Private Rights”) since the exercise of the Rights are contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods. The following table reflects the calculation of basic and diluted net loss per ordinary share: Schedule of Basic and Diluted Net Loss Per Share For The Year Ended December 31, 2023 For The Period from May 9, 2022 (Inception) Through December 31, 2022 Net loss $ (35,880 ) $ (4,237 ) Denominator: weighted average number of ordinary shares 2,366,106 - Basic and diluted net loss per share $ (0.02 ) $ N/A 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 $ 250,000 334,635 Fair value of financial instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Schedule of Assets Measured at Fair Value on a Recurring Basis Description Quoted Prices in Active Markets (Level 1) Significant other Observable Inputs (Level 2) Significant other Unobservable Inputs (Level 3) Assets Marketable securities held in trust account $ 60,721,187 $ — $ — 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 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 as of May 9, 2022 (inception). 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. Ordinary Shares Subject to Possible Redemption As discussed in Note 3, all of the 6,000,000 0 5,000,001 Accordingly, on December 31, 2023, 6,000,000 |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On November 10, 2023, the Company consummated its Initial Public Offering of 6,000,000 10.00 60,000,000 900,000 Each Unit consists of one Ordinary Share and one Right entitling the holder thereof to receive one-eighth (1/8) of Ordinary Share upon consummation of our initial business combination. As of November 10, 2023, the Company incurred offering costs of approximately $ 2,723,449 1,200,000 |
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 277,750 10.00 2,777,500 The proceeds from the sale of the Placement Units were added to the net proceeds from the IPO held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering, except for the placement rights (“Placement Rights”), as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the portion of the proceeds from the sale of the Placement Units that were deposited into the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Rights will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 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 ordinary shares to the Sponsor for an aggregate purchase price of $ 25,000 in cash, of which 187,500 shares held by the Sponsor are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full. During the year ended December 31, 2023, the Sponsor transferred 60,000 287,500 founder shares whereby a total of 225,000 shares are subject to forfeiture among the sponsor’s 1,725,000 founder shares if the underwriter does not exercise its over-allotment option in full, which have been retroactively adjusted. The founder shares held by our initial shareholders will represent approximately 20 % of our outstanding ordinary shares immediately following the completion of this offering (excluding any placement units). On December 26, 2023, the Underwriters advised the Company that it has elected not to exercise the over-allotment option and thereby forfeit the option. As a result, the Company cancelled a total of 225,000 of the Company’s sponsor shares, issued to AI Transportation Corp. thereby reducing the Sponsor’s total shares to 1,500,000 . Subject to certain limited exceptions, our Sponsor, directors and each member of our management team have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (a) six months after the completion of our initial business combination and (b) upon completion of our initial business combination, (i) if the last reported sale price of our ordinary shares equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share capitalizations, 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 (ii) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. 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 0 29,237 Administrative Services Arrangement An affiliate of our Sponsor has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company our Sponsor certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to the affiliate of our Sponsor, $ 10,000 20,000 0 as of December 31, 2023 and 2022, respectively. 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 Representative Shares On November 10, 2023, the Company issued 60,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The initial shareholders and their permitted transferees can demand that the Company register the founder shares, the placement units and the underlying placement shares and placement rights, and the units issuable upon conversion of working capital loans and the underlying ordinary shares and rights, pursuant to the Registration Rights Agreement, dated as of November 8, 2023, among the Company and the sponsor and its permitted transferees. The holders of such securities are entitled to demand that the Company register these securities at any time after consummation of an initial business combination. In addition, pursuant to the Registration Rights Agreement, the holders have certain “piggy-back” registration rights on registration statements filed after our consummation of a business combination. Underwriting Agreement The underwriters were entitled to a cash underwriting discount of: (i) approximately one point four percent ( 1.40 837,500 2.00 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, the Company has granted EF Hutton LLC, a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for us or any of our successors or subsidiaries. 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. In the event that we terminate our engagement with EF Hutton for cause, any right of first refusal will not survive such termination. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Ordinary Shares 500,000,000 ordinary shares with a par value of $ 0.0001 per share. Holders of the Company’s ordinary shares are entitled to one vote for each share. On December 31, 2022, there were 100 ordinary shares issued and outstanding, which was surrendered on November 8, 2023 and have been retroactively adjusted. On January 1, 2023, the Company issued an aggregate of 1,437,500 ordinary shares to the Sponsor for an aggregate purchase price of $ 25,000 in cash, of which 187,500 shares held by the Sponsor are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full. During the year ended December 31, 2023, the Sponsor transferred 60,000 287,500 founder shares whereby a total of 225,000 shares are subject to forfeiture among the sponsor’s 1,725,000 founder shares if the underwriter does not exercise its over-allotment option in full, which have been retroactively adjusted. The Sponsor and officers and directors (i.e., the Initial Shareholders) will own approximately 20 % of the issued and outstanding shares after the Initial Public Offering (assuming the Initial Shareholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units). On December 26, 2023, the Underwriters advised the Company that it has elected not to exercise the over-allotment option and thereby forfeit the option. As a result, the Company cancelled a total of 225,000 of the Company’s sponsor shares, issued to AI Transportation Corp. thereby reducing the sponsor’s total shares to 1,500,000 . As of December 31, 2023, as a result of closing of the IPO and no exercise of the Representative’s Over-Allotment Option, there were 1,837,750 ordinary shares issued and outstanding, excluding 6,000,000 ordinary shares subject to possible redemption. Rights The Placement Units are identical to the Units sold as part of the public Units, except as described in the Company’s Registration Statement, 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) 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 | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred through the date the audited financial statements were available to issue. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and 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 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. |
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 December 31, 2023 and 2022, the cash in bank amounted to $ 584,635 0 no |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in investment income earned on investments held in Trust in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. As of December 31, 2023 and 2022, the estimated fair values of investments held in Trust Account amounted to $ 60,721,187 0 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. These costs, together with the underwriter discount of $ 1,200,000 |
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 the United States is the Company’s only 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, 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, there is no provision for income taxes for the year ended December 31, 2023 and for the period from May 9, 2022 (inception) to December 31, 2022. |
Net loss per share | Net loss per share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the rights issued in connection with the Initial Public Offering and rights issued as components of the Private Placement Units (the “Private Rights”) since the exercise of the Rights are contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods. The following table reflects the calculation of basic and diluted net loss per ordinary share: Schedule of Basic and Diluted Net Loss Per Share For The Year Ended December 31, 2023 For The Period from May 9, 2022 (Inception) Through December 31, 2022 Net loss $ (35,880 ) $ (4,237 ) Denominator: weighted average number of ordinary shares 2,366,106 - Basic and diluted net loss per share $ (0.02 ) $ N/A |
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 $ 250,000 334,635 |
Fair value of financial instruments | Fair value of financial instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Schedule of Assets Measured at Fair Value on a Recurring Basis Description Quoted Prices in Active Markets (Level 1) Significant other Observable Inputs (Level 2) Significant other Unobservable Inputs (Level 3) Assets Marketable securities held in trust account $ 60,721,187 $ — $ — |
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 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 as of May 9, 2022 (inception). 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. |
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 December 31, 2023, 6,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | Schedule of Basic and Diluted Net Loss Per Share For The Year Ended December 31, 2023 For The Period from May 9, 2022 (Inception) Through December 31, 2022 Net loss $ (35,880 ) $ (4,237 ) Denominator: weighted average number of ordinary shares 2,366,106 - Basic and diluted net loss per share $ (0.02 ) $ N/A |
Schedule of Assets Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2023 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Schedule of Assets Measured at Fair Value on a Recurring Basis Description Quoted Prices in Active Markets (Level 1) Significant other Observable Inputs (Level 2) Significant other Unobservable Inputs (Level 3) Assets Marketable securities held in trust account $ 60,721,187 $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 8 Months Ended | 12 Months Ended | ||||
Dec. 26, 2023 | Dec. 06, 2023 | Nov. 10, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued price per share | $ 10.10 | $ 10 | ||||
Proceeds from private placement | $ 2,777,500 | |||||
Cash held in trust account | $ 60,600,000 | |||||
Business combination recognized identifiable assets acquired and liabilities assumed tangibles | 5,000,001 | |||||
Cash | $ 584,635 | |||||
Sponsor [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock issued during period shares new issues | 1,437,500 | |||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock issued during period shares new issues | 6,000,000 | |||||
Shares issued price per share | $ 10 | $ 10.10 | ||||
Proceeds from issuance initial public offering | $ 60,000,000 | |||||
Offering costs | 2,723,449 | |||||
Deferred underwriting commission | $ 1,200,000 | |||||
Options to purchase shares | 900,000 | |||||
Interest payable | $ 50,000 | |||||
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 | $ 159,069 | ||||
Over-Allotment Option [Member] | Sponsor [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares under options cancelled | 225,000 | |||||
Shares, outstanding | 1,500,000 | |||||
Private Placement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock issued during period shares new issues | 277,750 | 277,750 | ||||
Shares issued price per share | $ 10 | $ 10 | ||||
Proceeds from private placement | $ 2,777,500 | $ 2,777,500 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Net loss | $ (4,237) | $ (35,880) |
Weighted average number of ordinary shares, basic | 2,366,106 | |
Weighted average number of ordinary shares, diluted | 2,366,106 | |
Basic net loss per share | $ (0.02) | |
Diluted net loss per share | $ (0.02) |
Schedule of Assets Measured at
Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Marketable securities held in trust account | $ 60,721,187 | |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Marketable securities held in trust account | 60,721,187 | |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Marketable securities held in trust account | ||
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Marketable securities held in trust account |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Cash | $ 584,635 | |
Cash equivalents | 0 | 0 |
Assets held in trust non current | 60,721,187 | |
Deferred underwriter fee payable | 1,200,000 | |
Cash FDIC amount | 250,000 | |
Cash uninsured amount | 334,635 | |
Reduction in additional paid in capital | ||
Business combination recognized identifiable assets acquired and liabilities assumed tangibles | $ 5,000,001 | |
Ordinary shares subject to possible redemption | 6,000,000 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock number of shares issued in transaction | 6,000,000 | |
Reduction in additional paid in capital | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | Nov. 10, 2023 | Dec. 31, 2023 |
Subsidiary, Sale of Stock [Line Items] | ||
Share price | $ 10.10 | $ 10 |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of share issued during period | 6,000,000 | |
Share price | $ 10 | $ 10.10 |
Proceeds from issuance initial public offering | $ 60,000,000 | |
Options to purchase shares | 900,000 | |
Offering costs | $ 2,723,449 | |
Deferred underwriting commission | $ 1,200,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 8 Months Ended | 12 Months Ended | ||
Dec. 26, 2023 | Nov. 10, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Share price | $ 10.10 | $ 10 | ||
Proceeds from private placement | $ 2,777,500 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of share issued during period | 277,750 | 277,750 | ||
Share price | $ 10 | $ 10 | ||
Proceeds from private placement | $ 2,777,500 | $ 2,777,500 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 8 Months Ended | 12 Months Ended | ||||||
Dec. 26, 2023 | Nov. 10, 2023 | Nov. 08, 2023 | Jan. 01, 2023 | Jun. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 06, 2023 | |
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period, Value, New Issues | $ 60,000,000 | |||||||
Common Stock, Shares, Outstanding | 0 | 1,837,750 | ||||||
Description of sale of shares | Subject to certain limited exceptions, our Sponsor, directors and each member of our management team have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (a) six months after the completion of our initial business combination and (b) upon completion of our initial business combination, (i) if the last reported sale price of our ordinary shares equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share capitalizations, 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 (ii) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. | |||||||
Promissory note- related party | $ 29,237 | $ 159,069 | ||||||
Administrative fees expense | $ 0 | 20,000 | ||||||
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 | |||||||
Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited | 225,000 | 1,725,000 | ||||||
Stock Dividends, Shares | 287,500 | |||||||
[custom:StockIssuedAndOutstandingPercentage-0] | 20% | |||||||
Common Stock, Shares, Outstanding | 1,500,000 | |||||||
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 | |||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited | 225,000 | 187,500 | ||||||
Sponsor fees per month | $ 10,000 | |||||||
Chief Executive Officer, Chief Financial Officer and Three Independent Directors [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | 60,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - IPO [Member] | Nov. 10, 2023 USD ($) |
Subsidiary, Sale of Stock [Line Items] | |
Underwriting discount, percentage | 1.40% |
Underwriting discount | $ 837,500 |
Underwriting fee, percentage | 2% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 26, 2023 | Nov. 08, 2023 | Jan. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares, Outstanding | 1,837,750 | 0 | |||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares | 6,000,000 | ||||
Over-Allotment Option [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common Stock, Shares, Outstanding | 1,837,750 | ||||
Founder Shares [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common Stock, Shares, Outstanding | 1,500,000 | ||||
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited | 225,000 | 1,725,000 | |||
Stock Dividends, Shares | 287,500 | ||||
[custom:StockIssuedAndOutstandingPercentage-0] | 20% | ||||
Sponsor [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Sale of public units through public offering, shares | 1,437,500 | ||||
Payments to Acquire Businesses, Gross | $ 25,000 | ||||
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited | 225,000 | 187,500 | |||
Chief Executive Officer, Chief Financial Officer and Three Independent Directors [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of shares issued | 60,000 | ||||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common Stock, Shares, Outstanding | 100 | ||||
Sale of public units through public offering, shares | 6,000,000 | ||||
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited | (225,000) |