Cover
Cover - USD ($) | 11 Months Ended | ||
Dec. 31, 2023 | Apr. 16, 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 | 001-41890 | ||
Entity Registrant Name | BAYVIEW ACQUISITION CORP | ||
Entity Central Index Key | 0001969475 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 420 Lexington Ave Suite 2446 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10170 | ||
City Area Code | (347) | ||
Local Phone Number | 627-0058 | ||
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 | 7,732,500 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 1195 | ||
Auditor Name | UHY LLP | ||
Auditor Location | New York, New York | ||
Units, each consisting of one ordinary share and one right | |||
Title of 12(b) Security | Units, each consisting of one ordinary share and one right | ||
Trading Symbol | BAYAU | ||
Security Exchange Name | NASDAQ | ||
Ordinary Shares, par value $0.0001 per share | |||
Title of 12(b) Security | Ordinary Shares, par value $0.0001 per share | ||
Trading Symbol | BAYA | ||
Security Exchange Name | NASDAQ | ||
Rights, each right entitling the holder thereof to one-tenth of one ordinary share | |||
Title of 12(b) Security | Rights, each right entitling the holder thereof to one-tenth of one ordinary share | ||
Trading Symbol | BAYAR | ||
Security Exchange Name | NASDAQ |
Balance Sheet
Balance Sheet | Dec. 31, 2023 USD ($) | |
Current assets: | ||
Cash and cash equivalent | $ 582,308 | |
Prepaid expenses | 72,014 | |
Total Current Assets | 654,322 | |
Prepaid expenses – non-current | 29,677 | |
Cash held in trust escrow account | 60,107,055 | |
Total Assets | 60,791,054 | |
Current Liabilities: | ||
Accrued offering costs and expenses | 303,759 | |
Total Current Liabilities | 313,759 | |
Deferred underwriting commission | 2,100,000 | |
Total Liabilities | 2,413,759 | |
Commitments and contingencies | ||
Ordinary shares subject to possible redemption (6,000,000 shares at $10.00 per share) | 60,107,055 | |
Shareholders’ Deficit: | ||
Preferred shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | ||
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 1,725,000 shares issued and outstanding | 196 | [1] |
Additional paid-in capital | ||
Accumulated deficit | (1,729,956) | |
Total Shareholders’ Deficit | (1,729,760) | |
Total Liabilities and Shareholders’ Deficit | 60,791,054 | |
Related Party [Member] | ||
Current Liabilities: | ||
Due to a related party | $ 10,000 | |
[1]Includes an aggregate of up to 225,000 287,500 100 100 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - USD ($) | 11 Months Ended | |
Dec. 14, 2023 | Dec. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Temporary equity, shares issued | 6,000,000 | |
Temporary equity, par value | $ 10 | |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 2,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | |
Common stock, shares issued | 1,725,000 | |
Common stock, shares outstanding | 1,725,000 | |
Shares forfeiture | 225,000 | |
Stock issued value new issues | $ 25,000 | |
Sponsor [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Stock issued shares new issues | 287,500 | |
Stock issued value new issues | $ 100 |
Statement Of Operations
Statement Of Operations | 11 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Formation and operating costs | $ 21,539 |
Loss from operations | (21,539) |
Other Income | |
Interest and dividend earned on marketable securities held in trust account | 107,055 |
Total other income | 107,055 |
Net income | $ 85,516 |
Redeemable Common Stock [Member] | |
Other Income | |
weighted average ordinary shares outstanding, non-redeemable ordinary shares - basic | shares | 244,514 |
weighted average ordinary shares outstanding, non-redeemable ordinary shares - diluted | shares | 244,514 |
Net income per share, non-redeemable ordinary shares - basic | $ / shares | $ 23.63 |
Net income per share, non-redeemable ordinary shares - diluted | $ / shares | $ 23.63 |
Nonredeemable Common Stock [Member] | |
Other Income | |
weighted average ordinary shares outstanding, non-redeemable ordinary shares - basic | shares | 1,463,197 |
weighted average ordinary shares outstanding, non-redeemable ordinary shares - diluted | shares | 1,463,197 |
Net income per share, non-redeemable ordinary shares - basic | $ / shares | $ (3.89) |
Net income per share, non-redeemable ordinary shares - diluted | $ / shares | $ (3.89) |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Deficit - 11 months ended Dec. 31, 2023 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Feb. 15, 2023 | ||||
Balance, shares at Feb. 15, 2023 | ||||
Issuance of ordinary shares to Sponsors | $ 144 | 24,856 | 25,000 | |
Issuance of ordinary shares to Sponsors, shares | 1,437,500 | |||
Additional issuances to Sponsors | $ 29 | 71 | 100 | |
Additional issuances to Sponsors, shares | 287,500 | |||
Proceeds from sales of public units | $ 600 | 59,999,400 | 60,000,000 | |
Proceeds from sales of public units, shares | 6,000,000 | |||
Proceeds from sales of private placement | $ 23 | 2,324,977 | 2,325,000 | |
Proceeds from sales of private placement, shares | 232,500 | |||
Sale of Unit Purchase Option | 283,000 | 283,000 | ||
Underwriter’s commission on sale of Public Units | (1,200,000) | (1,200,000) | ||
Deferred Underwriter’s commissions | (2,100,000) | (2,100,000) | ||
Transfer of other offering costs to APIC | (1,041,321) | (1,041,321) | ||
Initial measurement of Ordinary shares Subject to redemption under ASC 480-10-S99 against additional paid-in capital | $ (600) | (57,539,400) | (57,540,000) | |
Initial measurement of Ordinary shares Subject to redemption under ASC 480-10-S99 against additional paid-in capital, shares | (6,000,000) | |||
Allocation of offering costs to ordinary shares subject to redemption | 4,163,327 | 4,163,327 | ||
Accretion of carrying value of redeemable shares | (6,623,327) | (6,623,327) | ||
Subsequent measurement of Common stock subject to possible redemption (interest earned on trust account) | 1,708,417 | (1,815,472) | (107,055) | |
Net income | 85,516 | 85,516 | ||
Balance at Dec. 31, 2023 | $ 196 | $ (1,729,956) | $ (1,729,760) | |
Balance, shares at Dec. 31, 2023 | 1,957,500 |
Statements of Cash Flows
Statements of Cash Flows | 11 Months Ended |
Dec. 31, 2023 USD ($) | |
Cash flows from operating activities: | |
Net income | $ 85,516 |
Adjustment to reconcile net income to net cash used in operating activities | |
Income earned on investment held in Trust Account | (107,055) |
Accrued offering costs and expenses | 8,488 |
Due to related party | 8,641 |
Net cash used in operating activities | (4,410) |
Cash flows from investing activities: | |
Investment held in Trust Account | (60,000,000) |
Net cash used in investing activities | (60,000,000) |
Cash flows from financing activities: | |
Proceeds from initial public offering | 60,000,000 |
Proceeds from private placement | 2,325,000 |
Proceeds from unit purchase option | 100 |
Payments of underwriter’s discount | (1,200,000) |
Payments to related party | (112,530) |
Payments from related party | 100 |
Payment of offering costs | (425,952) |
Net cash provided by financing activities | 60,586,718 |
Net change in cash | 582,308 |
Cash at beginning of period | |
Cash at the end of period | 582,308 |
Supplemental disclosure of noncash financing activities | |
Deferred underwriting commission | 2,100,000 |
Offering costs paid by Sponsor in exchange for issuance of ordinary shares | 25,100 |
Offering costs adjusted from prepaid expenses | 52 |
Offering costs charged to Additional Paid-in Capital | 4,341,321 |
Reclassification of ordinary shares subject to redemption | 57,540,000 |
Allocation of offering costs to ordinary shares subject to redemption | 4,163,327 |
Remeasurement adjustment on ordinary shares subject to possible redemption | 6,623,327 |
Subsequent measurement of ordinary shares subject to possible redemption (income earned on Trust Account) | $ 107,055 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 11 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Organizational and General Bayview Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on February 16, 2023. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsors are Peace Investment Holdings Limited, a British Virgin Islands company, and Bayview Holding LP, a Delaware limited partnership (the “Sponsors”). As of December 31, 2023, the Company had not commenced any operations. All activity for the period from February 16, 2023 (inception) through December 31, 2023 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and following the IPO, the search for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and dividend income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on December 14, 2023. Additionally, on December 14, 2023, the Company filed a registration statement adding securities to the Registration Statement. On December 19, 2023, the Company consummated the IPO of 6,000,000 10.00 60,000,000 232,500 10.00 2,325,000 As of December 31, 2023, transaction costs amounted to $ 4,341,321 1,200,000 2,100,000 1,041,321 The Company will have until 9 months from the closing of this offering (or up to 18 months, if we extend the time to complete a business combination as described in this prospectus) to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed 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 100 Going Concern Consideration As of December 31, 2023, the Company had cash of $ 582,308 340,563 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 11 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 conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had a cash and cash equivalent balance of $ 582,308 Investments Held in Trust Account The Company’s portfolio of investments held in the trust account is comprised of investments in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and Money Market Fund. 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 interest earned on marketable securities held in trust account in the accompanying statements of operations. The estimated fair value of investments held in the trust account is determined using available market information. As of December 31, 2023, the trust account had balance of $ 60,107,055 107,055 Offering Costs Offering costs consist of legal, accounting, and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that were charged to shareholders’ equity upon the completion of the IPO on December 19, 2023. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income (Loss) per Ordinary Share The net income (loss) per share presented in the statements of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE PRESENTED STATEMENTS OF OPERATIONS For the Period from February 16, 2023 (Inception) Through December 31, 2023 Net income $ 85,516 Interest earned on investment held in Trust Account (107,055 ) Accretion of temporary equity into redemption value (6,623,327 ) Net loss including accretion of common stock to redemption value (6,644,866 ) SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Particulars Shares Shares For the Period from February 16, 2023 (Inception) Through December 31, 2023 Redeemable Non-Redeemable Particulars Shares Shares Basic and diluted net income/(loss) per share: Weighted-average shares outstanding 244,514 1,463,197 Ownership percentage 14 % 86 % Numerators: Allocation of net loss including accretion of temporary equity (951,427 ) (5,693,439 ) Income earned on Trust Account 107,055 — Accretion of temporary equity to redemption value 6,623,327 — Allocation of net income/(loss) 5,778,955 (5,693,439 ) Denominators: Weighted-average shares outstanding 244,514 1,463,197 Basic and diluted net income/(loss) per share $ 23.63 $ (3.89 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts 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 820, “ Fair Value Measurement Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2023, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN THE BALANCE SHEET Public offering proceeds $ 60,000,000 Less: Proceeds allocated to Public Rights (2,460,000 ) Allocation of offering costs related to redeemable shares (4,163,327 ) Plus: Accretion of carrying value to redemption value 6,623,327 Ordinary shares subject to possible redemption $ 60,000,000 Plus: Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) 107,055 Ordinary shares subject to possible redemption $ 60,107,055 Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 11 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING On December 19, 2023, the Company sold 6,000,000 10.00 Each Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination. Ten Public Rights will entitle the holder to one ordinary share (see Note 7). The Company will not issue fractional shares and only whole shares will trade, so unless a holder purchased units in multiples of tens, such holder will not be able to receive or trade the fractional shares underlying the rights 900,000 |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 11 Months Ended |
Dec. 31, 2023 | |
Private Placements | |
PRIVATE PLACEMENTS | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the IPO, the Company consummated the private sale of 232,500 10.00 2,325,000 Each Private Placement Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination. |
RELATED PARTIES
RELATED PARTIES | 11 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares On February 23, 2023, our sponsor, Bayview Holding LP, acquired 1,437,500 25,000 963,125 On December 14, 2023, the Company issued 287,500 founder shares for a consideration of $ 100 , resulting in Bayview Holding LP holding a total of 569,250 founder shares and Peace Investment Holdings Limited holding a total of 1,155,750 founder shares. The payment of $ 100 225,000 founder shares held by the Sponsors are subject to forfeiture to the extent the underwriters do not exercise their over-allotment. On the date of closing of the IPO, the Founder Shares and Private Placement Units were placed into an escrow account maintained by Equiniti Trust Company, LLC acting as escrow agent. The Founder Shares and Private Placement Units (and underlying securities) will not, subject to certain exceptions, be transferred, assigned, sold or released from escrow in the case of (i) 50% of the Founder Shares and Private Placement Units (and underlying securities) until the earlier to occur of: (A) six months after the date of the consummation of our initial business combination, or (B) the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (ii) the remaining 50% of the Founder Shares and Private Placement Units (and underlying securities) until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property Promissory Note — Related Party On February 23, 2023, the Sponsors issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 Due to Related Party The Sponsors paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts were due on demand and non-interest bearing. During the period from February 16, 2023 (inception) through December 31, 2023, the Sponsors had paid $ 112,530 10,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 11 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Units, securities underlying the unit purchase option (“UPO”), and Units that may be issued upon conversion of working capital loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale. Subject to certain limitations set forth in such agreement, the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of IPO to purchase up to 900,000 The underwriters were entitled to a cash underwriting discount of $ 0.20 1,200,000 1,380,000 The underwriters will be entitled to a deferred commission of $ 0.35 2,100,000 Unit Purchase Option We have agreed to sell to Chardan and/or its designees, for $ 100 540,000 11.50 115 540,000 540,000 54,000 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 11 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 7 — SHAREHOLDERS’ EQUITY Preferred Shares 2,000,000 0.0001 voting and other rights and preferences as may be determined from time to time by the Company’s board of directors no Ordinary Shares 200,000,000 0.0001 On February 23, 2023, our sponsor, Bayview Holding LP, acquired 1,437,500 25,000 963,125 On December 14, 2023, the Company issued 287,500 founder shares for a consideration of $ 100 , resulting in Bayview Holding LP holding a total of 569,250 founder shares and Peace Investment Holdings Limited holding a total of 1,155,750 founder shares. The payment of $ 100 was received on December 27, 2023. 225,000 founder shares held by the Sponsors are subject to forfeiture to the extent the underwriters do not exercise their over-allotment. Rights each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial Business Combination |
Fair Value Measurements
Fair Value Measurements | 11 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF MEASURED FAIR VALUE ON RECURRING BASIS Quoted Significant Significant Prices in Other Other As of Active Observable Unobservable December 31, Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Investment held in trust account $ 60,107,055 $ 60,107,055 $ — $ — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 11 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on the review, management identified the following subsequent event that is required disclosure in the financial statements: (1) On January 28, 2024, the underwriter did not exercise their over-allotment option and hence an aggregate of 225,000 (2) On March 21, 2024, Mr. Wei Lu was appointed to be the independent director of the Company to replace Mr. Dajiang Guo, who resigned on March 21, 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 11 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had a cash and cash equivalent balance of $ 582,308 |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the trust account is comprised of investments in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and Money Market Fund. 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 interest earned on marketable securities held in trust account in the accompanying statements of operations. The estimated fair value of investments held in the trust account is determined using available market information. As of December 31, 2023, the trust account had balance of $ 60,107,055 107,055 |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that were charged to shareholders’ equity upon the completion of the IPO on December 19, 2023. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The net income (loss) per share presented in the statements of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE PRESENTED STATEMENTS OF OPERATIONS For the Period from February 16, 2023 (Inception) Through December 31, 2023 Net income $ 85,516 Interest earned on investment held in Trust Account (107,055 ) Accretion of temporary equity into redemption value (6,623,327 ) Net loss including accretion of common stock to redemption value (6,644,866 ) SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Particulars Shares Shares For the Period from February 16, 2023 (Inception) Through December 31, 2023 Redeemable Non-Redeemable Particulars Shares Shares Basic and diluted net income/(loss) per share: Weighted-average shares outstanding 244,514 1,463,197 Ownership percentage 14 % 86 % Numerators: Allocation of net loss including accretion of temporary equity (951,427 ) (5,693,439 ) Income earned on Trust Account 107,055 — Accretion of temporary equity to redemption value 6,623,327 — Allocation of net income/(loss) 5,778,955 (5,693,439 ) Denominators: Weighted-average shares outstanding 244,514 1,463,197 Basic and diluted net income/(loss) per share $ 23.63 $ (3.89 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts 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 820, “ Fair Value Measurement |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2023, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN THE BALANCE SHEET Public offering proceeds $ 60,000,000 Less: Proceeds allocated to Public Rights (2,460,000 ) Allocation of offering costs related to redeemable shares (4,163,327 ) Plus: Accretion of carrying value to redemption value 6,623,327 Ordinary shares subject to possible redemption $ 60,000,000 Plus: Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) 107,055 Ordinary shares subject to possible redemption $ 60,107,055 |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 11 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF NET INCOME (LOSS) PER SHARE PRESENTED STATEMENTS OF OPERATIONS | SCHEDULE OF NET INCOME (LOSS) PER SHARE PRESENTED STATEMENTS OF OPERATIONS For the Period from February 16, 2023 (Inception) Through December 31, 2023 Net income $ 85,516 Interest earned on investment held in Trust Account (107,055 ) Accretion of temporary equity into redemption value (6,623,327 ) Net loss including accretion of common stock to redemption value (6,644,866 ) |
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED | SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Particulars Shares Shares For the Period from February 16, 2023 (Inception) Through December 31, 2023 Redeemable Non-Redeemable Particulars Shares Shares Basic and diluted net income/(loss) per share: Weighted-average shares outstanding 244,514 1,463,197 Ownership percentage 14 % 86 % Numerators: Allocation of net loss including accretion of temporary equity (951,427 ) (5,693,439 ) Income earned on Trust Account 107,055 — Accretion of temporary equity to redemption value 6,623,327 — Allocation of net income/(loss) 5,778,955 (5,693,439 ) Denominators: Weighted-average shares outstanding 244,514 1,463,197 Basic and diluted net income/(loss) per share $ 23.63 $ (3.89 ) |
SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN THE BALANCE SHEET | At December 31, 2023, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN THE BALANCE SHEET Public offering proceeds $ 60,000,000 Less: Proceeds allocated to Public Rights (2,460,000 ) Allocation of offering costs related to redeemable shares (4,163,327 ) Plus: Accretion of carrying value to redemption value 6,623,327 Ordinary shares subject to possible redemption $ 60,000,000 Plus: Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) 107,055 Ordinary shares subject to possible redemption $ 60,107,055 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 11 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF MEASURED FAIR VALUE ON RECURRING BASIS | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF MEASURED FAIR VALUE ON RECURRING BASIS Quoted Significant Significant Prices in Other Other As of Active Observable Unobservable December 31, Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Investment held in trust account $ 60,107,055 $ 60,107,055 $ — $ — |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 11 Months Ended | |
Dec. 19, 2023 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from initial public offering | $ 60,000,000 | |
Proceeds from private placement | 2,325,000 | |
Deferred underwriting commission | 2,100,000 | |
Percentage of outstanding voting securities | 100% | |
Cash | 582,308 | |
Working capital | 340,563 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of share units issued | 6,000,000 | |
Share price | $ 10 | |
Proceeds from initial public offering | $ 60,000,000 | |
Transaction costs in connection with initial public offering | 4,341,321 | |
Cash underwriting fees | 1,200,000 | |
Deferred underwriting commission | 2,100,000 | |
Deferred underwriting fee | $ 1,041,321 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of share units issued | 232,500 | |
Share price | $ 10 | |
Proceeds from private placement | $ 2,325,000 |
SCHEDULE OF NET INCOME (LOSS) P
SCHEDULE OF NET INCOME (LOSS) PER SHARE PRESENTED STATEMENTS OF OPERATIONS (Details) | 11 Months Ended |
Dec. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Net income | $ 85,516 |
Interest earned on investment held in Trust Account | (107,055) |
Accretion of temporary equity into redemption value | (6,623,327) |
Net loss including accretion of common stock to redemption value | $ (6,644,866) |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) | 11 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Income earned on Trust Account | $ 107,055 |
Accretion of temporary equity to redemption value | $ 6,623,327 |
Redeemable Shares [Member] | |
Ownership percentage | 14% |
Non Redeemable Shares [Member] | |
Ownership percentage | 86% |
Redeemable Shares [Member] | |
Weighted average shares outstanding - basic | shares | 244,514 |
Weighted average shares outstanding - diluted | shares | 244,514 |
Allocation of net loss including accretion of temporary equity | $ (951,427) |
Income earned on Trust Account | 107,055 |
Accretion of temporary equity to redemption value | 6,623,327 |
Allocation of net income/(loss) | $ 5,778,955 |
Basic net income/(loss) per share | $ / shares | $ 23.63 |
Diluted net income/(loss) per share | $ / shares | $ 23.63 |
Non Redeemable Shares [Member] | |
Weighted average shares outstanding - basic | shares | 1,463,197 |
Weighted average shares outstanding - diluted | shares | 1,463,197 |
Allocation of net loss including accretion of temporary equity | $ (5,693,439) |
Income earned on Trust Account | |
Accretion of temporary equity to redemption value | |
Allocation of net income/(loss) | $ (5,693,439) |
Basic net income/(loss) per share | $ / shares | $ (3.89) |
Diluted net income/(loss) per share | $ / shares | $ (3.89) |
SCHEDULE OF ORDINARY SHARES SUB
SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN THE BALANCE SHEET (Details) | 11 Months Ended |
Dec. 31, 2023 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |
Public offering proceeds | $ 60,000,000 |
Proceeds allocated to public rights | (2,460,000) |
Allocation of offering costs related to redeemable shares | (4,163,327) |
Accretion of carrying value to redemption value | 6,623,327 |
Ordinary shares subject to possible redemption | 60,000,000 |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Ordinary shares subject to possible redemption | 60,107,055 |
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) | $ 107,055 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 11 Months Ended |
Dec. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Cash and cash equivalents | $ 582,308 |
Cash held in Trust Account | 60,107,055 |
Interest and dividend earned on marketable securities held in trust account | 107,055 |
Unrecognized tax benefits | 0 |
Accrued for interest and penalties | 0 |
Cash, FDIC insured amount | $ 250,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | 11 Months Ended | |
Dec. 19, 2023 | Dec. 31, 2023 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued shares new issues | 6,000,000 | |
Sale of stock, par share | $ 10 | |
Stock holders equity related to initial public offering description | Each Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination. Ten Public Rights will entitle the holder to one ordinary share (see Note 7). The Company will not issue fractional shares and only whole shares will trade, so unless a holder purchased units in multiples of tens, such holder will not be able to receive or trade the fractional shares underlying the rights | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during the period, shares | 900,000 | 900,000 |
PRIVATE PLACEMENTS (Details Nar
PRIVATE PLACEMENTS (Details Narrative) - USD ($) | 11 Months Ended | |
Dec. 19, 2023 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from private placement | $ 2,325,000 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued shares new issues | 232,500 | |
Share price | $ 10 | |
Proceeds from private placement | $ 2,325,000 | |
Stock holders equity related to private placement description | Each Private Placement Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination. |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 11 Months Ended | |||||
Dec. 27, 2023 | Dec. 26, 2023 | Dec. 14, 2023 | Mar. 14, 2023 | Feb. 23, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||||
Proceeds from issuance of common stock | $ 25,000 | |||||
Common Stock, Shares, Outstanding | 1,725,000 | |||||
Payments from related party | $ 100 | $ 100 | ||||
Description of transaction | The Founder Shares and Private Placement Units (and underlying securities) will not, subject to certain exceptions, be transferred, assigned, sold or released from escrow in the case of (i) 50% of the Founder Shares and Private Placement Units (and underlying securities) until the earlier to occur of: (A) six months after the date of the consummation of our initial business combination, or (B) the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (ii) the remaining 50% of the Founder Shares and Private Placement Units (and underlying securities) until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property | |||||
Payments for IPO | $ 112,530 | |||||
Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from issuance of common stock | $ 100 | |||||
Due to related party | $ 10,000 | |||||
Related Party [Member] | Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Promissory note aggregate principal amount | $ 300,000 | |||||
Founder Shares [Member] | Investor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from Issuance of Common Stock | $ 100 | |||||
Founder Shares [Member] | Bayview Holding LP [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock, Shares, Outstanding | 569,250 | |||||
Founder Shares [Member] | Peace Investment Holdings Limited [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common Stock, Shares, Outstanding | 1,155,750 | |||||
Sponsors [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued shares new issues | 963,125 | 1,437,500 | ||||
Proceeds from issuance of common stock | $ 25,000 | |||||
Sponsors [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued shares new issues | 287,500 | 963,125 | ||||
Proceeds from issuance of common stock | $ 25,000 | |||||
Sponsors [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited | 225,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 11 Months Ended | |
Dec. 19, 2023 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||
Deferred ommission per unit | $ 0.35 | |
Deferred commission | $ 2,100,000 | |
Proceeds from stock options exercised | $ 100 | |
Shares exercisable | 540,000 | |
Exercise price | $ 11.50 | |
Exercise price percentage | 115% | |
Number of options and units, shares | 540,000 | |
Number of options and units, Ordinary shares | 540,000 | |
Number of options and units, rights to purchas ordinary shares | 54,000 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock issued during the period, shares | 900,000 | 900,000 |
Cash underwriting discount per unit | $ 0.20 | |
Aggregate cash underwriting discount | $ 1,200,000 | |
Payments for underwriting expense | $ 1,380,000 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 11 Months Ended | ||||
Dec. 27, 2023 | Dec. 14, 2023 | Mar. 14, 2023 | Feb. 23, 2023 | Dec. 31, 2023 | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 2,000,000 | ||||
Preferred stock, par value | $ 0.0001 | ||||
Preferred stock voting rights | voting and other rights and preferences as may be determined from time to time by the Company’s board of directors | ||||
Preferred stock, shares authorized | 0 | ||||
Ordinary stock, shares authorized | 200,000,000 | ||||
Ordinary stock, par value | $ 0.0001 | ||||
Stock issued value new issues | $ 25,000 | ||||
Common Stock, Shares, Outstanding | 1,725,000 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued shares new issues | 1,437,500 | ||||
Stock issued value new issues | $ 144 | ||||
Rights description | each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial Business Combination | ||||
Founder Shares [Member] | Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 100 | ||||
Founder Shares [Member] | Bayview Holding LP [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares, Outstanding | 569,250 | ||||
Founder Shares [Member] | Peace Investment Holdings Limited [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares, Outstanding | 1,155,750 | ||||
Sponsors [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued shares new issues | 963,125 | 1,437,500 | |||
Stock issued value new issues | $ 25,000 | ||||
Payments for stock | $ 100 | ||||
Sponsors [Member] | Founder Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued shares new issues | 287,500 | 963,125 | |||
Stock issued value new issues | $ 25,000 | ||||
Sponsors [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | |||||
Class of Stock [Line Items] | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited | 225,000 |
SCHEDULE OF MEASURED FAIR VALUE
SCHEDULE OF MEASURED FAIR VALUE ON RECURRING BASIS (Details) | Dec. 31, 2023 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment held in trust account | $ 60,107,055 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment held in trust account | 60,107,055 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment held in trust account | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment held in trust account |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | 11 Months Ended | |
Jan. 28, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||
Number of shares forfeited by sponsors | 225,000 | |
Over-Allotment Option [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares forfeited by sponsors | 225,000 |