Bayview Acquisition Corp Right (BAYA) 10-Q 14 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - $ / shares	9 Months Ended
	Sep. 30, 2024	Nov. 14, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
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
Entity Address, Address Line Two	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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		5,441,511
Entity Listing, Par Value Per Share	$ 0.0001
Units, each consisting of one ordinary share and one right [Member]
Title of 12(b) Security	Units, each consisting of one ordinary share and one right
Trading Symbol	BAYAU
Security Exchange Name	NASDAQ
Common stock, par value $0.0001 per share [Member]
Title of 12(b) Security	Common stock, 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 [Member]
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 Sheets

Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 225,472	$ 582,308
Prepaid expenses	66,822	72,014
Total current assets	292,294	654,322
Prepaid expenses – non-current		29,677
Investment held in trust account	38,753,371	60,107,055
Total Assets	39,045,665	60,791,054
Current liabilities:
Accrued offering costs and expenses	445,523	303,759
Promissory note - extension	125,000
Total Current Liabilities	600,523	313,759
Deferred underwriting commission payable	2,100,000	2,100,000
Total Liabilities	2,700,523	2,413,759
Commitments and contingencies
Ordinary shares subject to possible redemption (3,709,011 and 6,000,000 shares at redemption value of $10.45 and $10.02 as of September 30, 2024 and December 31, 2023, respectively)	38,753,371	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; 1,732,500 and 1,957,500 shares issued and outstanding (excluding 3,709,011 and 6,000,000 shares subject to possible redemption) at September 30, 2024 and December 31, 2023, respectively	173	196
Additional paid-in capital
Accumulated deficit	(2,408,402)	(1,729,956)
Total Shareholders’ Deficit	(2,408,229)	(1,729,760)
Total Liabilities and Shareholders’ Deficit	39,045,665	60,791,054
Related Party [Member]
Current liabilities:
Due to related party	$ 30,000	$ 10,000

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Ordinary shares subject to possible redemption, shares	3,709,011	6,000,000
Ordinary shares, redemption price per share	$ 10.45	$ 10.02
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	200,000,000	200,000,000
Ordinary shares, shares issued	1,732,500	1,957,500
Ordinary shares, shares outstanding	1,732,500	1,957,500

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended			8 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023		Sep. 30, 2023		Sep. 30, 2024
Formation and operating costs	$ 273,029	$ 3,823		$ 6,928		$ 553,469
Loss from operations	(273,029)	(3,823)		(6,928)		(553,469)
Other Income:
Interest and dividend earned on securities held in trust account	856,587					2,324,692
Total other income	856,587					2,324,692
Net Income (Loss)	$ 583,558	$ (3,823)		$ (6,928)		$ 1,771,223
Redeemable Common Stock [Member]
Other Income:
Weighted average ordinary shares outstanding - basic	5,975,098					5,991,639
Weighted average ordinary shares outstanding - diluted	5,975,098					5,991,639
Net income (loss) per share - basic	$ 0.11					$ 0.32
Net income (loss) per share - diluted	$ 0.11					$ 0.32
Non-redeemable Common Stock [Member]
Other Income:
Weighted average ordinary shares outstanding - basic	1,732,500	1,500,000	[1]	1,500,000	[1]	1,754,672
Weighted average ordinary shares outstanding - diluted	1,732,500	1,500,000	[1]	1,500,000	[1]	1,754,672
Net income (loss) per share - basic	$ (0.05)	$ 0		$ 0		$ (0.09)
Net income (loss) per share - diluted	$ (0.05)	$ 0		$ 0		$ (0.09)
[1]Excludes an aggregate of up to 225,000 287,500 100

Statements of Operations (Una_2

Statements of Operations (Unaudited) (Parenthetical) - USD ($)		2 Months Ended	8 Months Ended
	Dec. 14, 2023	Mar. 31, 2023	Sep. 30, 2023
Defined Benefit Plan Disclosure [Line Items]
Shares forfeiture			225,000
Stock issued value new issues		$ 25,100
Sponsor [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock issued shares new issues	287,500
Stock issued value new issues	$ 100

Statement of Changes in Shareho

Statement of Changes in Shareholders' Deficit (Unaudited) - USD ($)		Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Feb. 15, 2023
Balance, shares at Feb. 15, 2023	[1]
Net income (loss)				(3,105)	(3,105)
Issuance of ordinary shares to Sponsors		$ 173	24,927		25,100
Issuance of ordinary shares to Sponsors, shares	[1]	1,725,000
Balance at Mar. 31, 2023		$ 173	24,927	(3,105)	21,995
Balance, shares at Mar. 31, 2023	[1]	1,725,000
Balance at Feb. 15, 2023
Balance, shares at Feb. 15, 2023	[1]
Net income (loss)					(6,928)
Balance at Sep. 30, 2023		$ 173	24,927	(6,928)	18,172
Balance, shares at Sep. 30, 2023	[1]	1,725,000
Balance at Mar. 31, 2023		$ 173	24,927	(3,105)	21,995
Balance, shares at Mar. 31, 2023	[1]	1,725,000
Net income (loss)
Balance at Jun. 30, 2023		$ 173	24,927	(3,105)	21,995
Balance, shares at Jun. 30, 2023	[1]	1,725,000
Net income (loss)				(3,823)	(3,823)
Balance at Sep. 30, 2023		$ 173	24,927	(6,928)	18,172
Balance, shares at Sep. 30, 2023	[1]	1,725,000
Balance at Dec. 31, 2023		$ 196		(1,729,956)	(1,729,760)
Balance, shares at Dec. 31, 2023		1,957,500
Forfeiture of ordinary shares by Sponsors		$ (23)	23
Forfeiture of ordinary shares by Sponsors, shares		(225,000)
Subsequent measurement of ordinary shares subject to possible redemption (interest earned on trust account)			(23)	(754,289)	(754,312)
Net income (loss)				595,376	595,376
Balance at Mar. 31, 2024		$ 173		(1,888,869)	(1,888,696)
Balance, shares at Mar. 31, 2024		1,732,500
Balance at Dec. 31, 2023		$ 196		(1,729,956)	(1,729,760)
Balance, shares at Dec. 31, 2023		1,957,500
Net income (loss)					1,771,223
Balance at Sep. 30, 2024		$ 173		(2,408,402)	(2,408,229)
Balance, shares at Sep. 30, 2024		1,732,500
Balance at Mar. 31, 2024		$ 173		(1,888,869)	(1,888,696)
Balance, shares at Mar. 31, 2024		1,732,500
Subsequent measurement of ordinary shares subject to possible redemption (interest earned on trust account)				(713,793)	(713,793)
Net income (loss)				592,289	592,289
Balance at Jun. 30, 2024		$ 173		(2,010,373)	(2,010,200)
Balance, shares at Jun. 30, 2024		1,732,500
Subsequent measurement of ordinary shares subject to possible redemption (interest earned on trust account)				(856,587)	(856,587)
Net income (loss)				583,558	583,558
Subsequent measurement of ordinary shares subject to possible redemption (extension deposit)				(125,000)	(125,000)
Balance at Sep. 30, 2024		$ 173		$ (2,408,402)	$ (2,408,229)
Balance, shares at Sep. 30, 2024		1,732,500
[1]Includes up to 225,000 287,500 100

Statement of Changes in Share_2

Statement of Changes in Shareholders' Deficit (Unaudited) (Parenthetical) - USD ($)		2 Months Ended	8 Months Ended
	Dec. 14, 2023	Mar. 31, 2023	Sep. 30, 2023
Defined Benefit Plan Disclosure [Line Items]
Shares forfeiture			225,000
Stock issued value new issues		$ 25,100
Sponsor [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock issued shares new issues	287,500
Stock issued value new issues	$ 100

Statement of Cash Flows (Unaudi

Statement of Cash Flows (Unaudited) - USD ($)	8 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2024
Cash flows from operating activities:
Net income (loss)	$ (6,928)	$ 1,771,223
Adjustments to reconcile net loss to net cash provided by operating activities:
Income earned on investments held in Trust Account		(2,324,692)
Accrued offering costs and expenses		141,764
Prepaid expenses		34,869
Due to related party		20,000
Formation and operating costs	6,928
Net cash used in operating activities		(356,836)
Cash flows from investing activities:
Cash withdrawn from trust account in connection with redemption		23,803,376
Principal deposited into trust account in connection with extension		(125,000)
Net cash used in investing activities		23,678,376
Cash flows from financing activities:
Redemption of ordinary shares		(23,803,376)
Proceeds from promissory note		125,000
Net cash used in financing activities		(23,678,376)
Net change in cash		(356,836)
Cash at beginning of period		582,308
Cash at end of period		225,472
Supplemental disclosure of noncash investing and financing activities
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)		2,324,692
Deferred offering costs paid by Sponsors in exchange for issuance of ordinary shares	25,100
Deferred offering costs paid by related party	106,167
Deferred offering costs included in accrued expenses	322,266
Prepaid expenses included in due to related party	$ 473

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2024
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 September 30, 2024, the Company had not commenced any operations. All activities for the period from February 16, 2023 (inception) through September 30, 2024 related to the Company’s formation and the initial public offering (“IPO”), and subsequent to the IPO, identifying a target company for an initial 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 or 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 The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 900,000 225,000 The Company will have until the last extended date, June 19, 2025, to consummate a Business Combination. 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 Proposed Business Combination On June 7, 2024, the Company entered into the execution of an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Oabay Holding Company, a Cayman Islands exempted company limited by shares (“PubCo”), Bayview Acquisition Corp, a Cayman Islands exempted company limited by shares (“SPAC”), Bayview Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (“Merger Sub 1”), Bayview Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (“Merger Sub 2”), Oabay Merger Sub Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of PubCo (“Merger Sub 3”), BLAFC Limited, a business company limited by shares in the British Virgin Islands, Bayview Holding LP, a Delaware limited partnership, and Peace Investment Holdings Limited, pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, (i) SPAC will merge with and into Merger Sub 1, with SPAC surviving the merger in accordance with the Companies Act (As Revised) of the Cayman Islands (the “Act”) (the “First SPAC Merger”), (ii) immediately following the First SPAC Merger, SPAC will merge with and into Merger Sub 2, with Merger Sub 2 surviving the Merger in accordance with the Act (the “Second SPAC Merger” and together with the First SPAC Merger, the “Initial Mergers”), and (iii) following the Initial Mergers, Merger Sub 3 will merge with and into the Company, with the Company being the surviving entity and becoming a wholly-owned subsidiary of PubCo in accordance with the Act (the transactions contemplated by the Merger Agreement, the “Business Combination”). On June 26, 2024, the Company entered into Amendment No. 1 to the Merger Agreement, pursuant to which all parties agreed to revise the earnout milestones to reflect new consolidated revenue metrics. Among other things, the Amendment revises the Merger Agreement to provide that, if the PubCo 2024 Audited Financials (as defined in the Merger Agreement) do not reflect consolidated revenue in excess of RMB 436,000,000.00 during fiscal year 2024 or the PubCo 2025 Audited Financials (as defined in the Merger Agreement) do not reflect consolidated revenues in excess of RMB 583,000,000.00 during fiscal year 2025, but the total consolidated revenue reflected by the PubCo 2024 Audited Financials and the PubCo 2025 Audited Financials is in excess of RMB 1,019,000,00.00, the Pro Rata Portion (as defined in the Merger Agreement) of 6,000,000 Earnout Shares (as defined in the Merger Agreement) will be issued and delivered by PubCo to each Earnout Shareholder (as defined in the Merger Agreement) within five (5) business days following the date of filing of the PubCo 2025 Audited Financials. Previously, the Pro Rata Portion of 6,000,000 Earnout Shares was to be delivered only if the PubCo 2024 Audited Financials do not reflect consolidated revenue in excess of RMB 436,000,000.00 during fiscal year 2024 but the total consolidated revenue reflected by the PubCo 2024 Audited Financials and the PubCo 2025 Audited Financials is in excess of RMB 1,019,000,00.00 during fiscal year 2025. Extension On September 16, 2024, the Company held an extraordinary general meeting virtually and in person, solely with respect to voting on (i) the proposal to extend the date by which the Company must complete its initial business combination from September 19, 2024 to June 19, 2025, with all nine (9) extensions comprised of one month each and (ii) the proposal to amend the Company’s investment management trust agreement, dated December 14, 2023 by and between the Company and Equiniti Trust Company, LLC to allow the Company to extend the Termination Date up to nine (9) times, with all nine (9) extensions comprised of one month each from the Termination Date to June 19, 2025 by providing five days’ advance notice to the Trustee prior to the applicable Termination Date and depositing into the Trust Account $ 125,000 In connection with the vote to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, the holders of 2,290,989 10.39 23,803,376 On September 16, 2024, the Company issued a promissory note to Oabay, pursuant to which the Company could borrow an aggregate of $ 125,000 125,000 125,000 Going Concern Consideration As of September 30, 2024, the Company had cash of $ 225,472 308,229

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
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. These unaudited financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023 filed by the Company with the SEC on April 16, 2024. 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 $ 225,472 582,308 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 September 30, 2024 and December 31, 2023, the Trust Account had balances of $ 38,753,371 60,107,055 856,587 2,324,692 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 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 Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of September 30, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. 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 For The For The For the period Ended Ended Ended through September 30, September 30, September 30, September 30, 2024 2023 2024 2023 Net income (loss) $ 583,558 $ (3,823 ) $ 1,771,223 $ (6,928 ) Interest earned from trust account (856,587 ) - (2,324,692 ) - Accretion of temporary equity into redemption value (extension deposit) (125,000 ) - (125,000 ) - Net loss including accretion of temporary equity to redemption value $ (398,029 ) $ (3,823 ) $ (678,469 ) $ (6,928 ) SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED For the three months ended September 30, 2024 For the three months ended September 30, 2023 Redeemable Non- Redeemable Redeemable Non- Redeemable Shares Shares Shares Shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (308,560 ) $ (89,468 ) $ - $ (3,823 ) Income earned on investment held in Trust Account 856,587 - - - Accretion of temporary equity to redemption value (extension deposit) 125,000 - - - Allocation of net income (loss) $ 673,027 $ (89,468 ) $ - $ (3,823 ) Denominators: Weighted-average shares outstanding 5,975,098 1,732,500 - 1,500,000 Basic and diluted net income (loss) per share $ 0.11 $ (0.05 ) $ - $ (0.00 ) For the nine months ended September 30, 2024 For the period from February 16, 2023 (inception) through September 30, 2023 Redeemable Non- Redeemable Redeemable Non- Redeemable Shares Shares Shares Shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (524,785 ) $ (153,685 ) $ - $ (6,928 ) Income earned on investment held in Trust Account 2,324,692 - - - Accretion of temporary equity to redemption value (extension deposit) 125,000 - - - Allocation of net income (loss) $ 1,924,907 $ (153,685 ) $ - $ (6,928 ) Denominators: Weighted-average shares outstanding 5,991,639 1,754,672 - 1,500,000 Basic and diluted net income (loss) per share $ 0.32 $ (0.09 ) $ - $ (0.00 ) 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 September 30, 2024, 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 as of December 31, 2023 $ 60,107,055 Less: Withdrawn in connection with redemption (23,803,376 ) Plus: Subsequent measurement of ordinary shares subject to possible redemption (extension deposit) 125,000 Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) 2,324,692 Ordinary shares subject to possible redemption as of September 30, 2024 38,753,371 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	9 Months Ended
	Sep. 30, 2024
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.

PRIVATE PLACEMENTS

PRIVATE PLACEMENTS	9 Months Ended
	Sep. 30, 2024
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	9 Months Ended
	Sep. 30, 2024
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 287,500 100 569,250 1,155,750 $100 On January 28, 2024, a total of 225,000 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, which was fully repaid upon closing of the IPO on December 19, 2023. As of September 30, 2024 and December 31, 2023, amount due to related party was $ 30,000 10,000 Accounting Service Agreement The Company has engaged Ascendant Global Advisors, Inc., a related part of the Sponsors, to assist in preparing quarterly and annual financial statements. The Company has agreed to pay for such services at a fixed quarterly rate of $ 5,250 15,750 0

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2024
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 underwriter a 45-day option from the date of IPO to purchase up to 900,000 225,000 The underwriter was entitled to a cash underwriting discounts of $ 0.20 1,200,000 1,380,000 1,200,000 The underwriter 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 Business Combination Transaction Costs The Company has engaged several service providers specifically for the potential business combination. Per the agreed terms with Oabay, Oabay will be responsible for the expenses incurred in connection with the business combination. During the nine months ended September 30, 2024, $ 311,200 311,200 0 Finder’s Agreement The Company entered into an agreement with a consultant to help introduce and identify potential business targets and negotiate terms of potential Business Combination. In connection with this agreement, the Company will be required to pay a finder’s fee for such services, in an aggregate of 600,000

SHAREHOLDERS_ EQUITY

SHAREHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2024
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. 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 287,500 100 569,250 1,155,750 100 225,000 Considered the nominal issuance, there was 1,725,000 6,000,000 225,000 As of September 30, 2024 and December 31, 2023, there were 1,732,500 1,957,500 3,709,011 6,000,000 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	9 Months Ended
	Sep. 30, 2024
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 tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 and indicate 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 September 30, Markets Inputs Inputs 2024 (Level 1) (Level 2) (Level 3) Assets: Investment held in trust account $ 38,753,371 $ 38,753,371 $ — $ — Quoted Significant Significant As of Prices in Other Other December Active Observable Unobservable 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	9 Months Ended
	Sep. 30, 2024
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 October 14, 2024, the Company issued a promissory note to Oabay, pursuant to which the Company could borrow an aggregate of $ 125,000 125,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
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. These unaudited financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023 filed by the Company with the SEC on April 16, 2024.
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 $ 225,472 582,308
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 September 30, 2024 and December 31, 2023, the Trust Account had balances of $ 38,753,371 60,107,055 856,587 2,324,692
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 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 Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of September 30, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. 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 For The For The For the period Ended Ended Ended through September 30, September 30, September 30, September 30, 2024 2023 2024 2023 Net income (loss) $ 583,558 $ (3,823 ) $ 1,771,223 $ (6,928 ) Interest earned from trust account (856,587 ) - (2,324,692 ) - Accretion of temporary equity into redemption value (extension deposit) (125,000 ) - (125,000 ) - Net loss including accretion of temporary equity to redemption value $ (398,029 ) $ (3,823 ) $ (678,469 ) $ (6,928 ) SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED For the three months ended September 30, 2024 For the three months ended September 30, 2023 Redeemable Non- Redeemable Redeemable Non- Redeemable Shares Shares Shares Shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (308,560 ) $ (89,468 ) $ - $ (3,823 ) Income earned on investment held in Trust Account 856,587 - - - Accretion of temporary equity to redemption value (extension deposit) 125,000 - - - Allocation of net income (loss) $ 673,027 $ (89,468 ) $ - $ (3,823 ) Denominators: Weighted-average shares outstanding 5,975,098 1,732,500 - 1,500,000 Basic and diluted net income (loss) per share $ 0.11 $ (0.05 ) $ - $ (0.00 ) For the nine months ended September 30, 2024 For the period from February 16, 2023 (inception) through September 30, 2023 Redeemable Non- Redeemable Redeemable Non- Redeemable Shares Shares Shares Shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (524,785 ) $ (153,685 ) $ - $ (6,928 ) Income earned on investment held in Trust Account 2,324,692 - - - Accretion of temporary equity to redemption value (extension deposit) 125,000 - - - Allocation of net income (loss) $ 1,924,907 $ (153,685 ) $ - $ (6,928 ) Denominators: Weighted-average shares outstanding 5,991,639 1,754,672 - 1,500,000 Basic and diluted net income (loss) per share $ 0.32 $ (0.09 ) $ - $ (0.00 )
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 September 30, 2024, 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 as of December 31, 2023 $ 60,107,055 Less: Withdrawn in connection with redemption (23,803,376 ) Plus: Subsequent measurement of ordinary shares subject to possible redemption (extension deposit) 125,000 Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) 2,324,692 Ordinary shares subject to possible redemption as of September 30, 2024 38,753,371
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)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SCHEDULE OF NET INCOME (LOSS) PER SHARE PRESENTED STATEMENTS OF OPERATIONS	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 For The For The For the period Ended Ended Ended through September 30, September 30, September 30, September 30, 2024 2023 2024 2023 Net income (loss) $ 583,558 $ (3,823 ) $ 1,771,223 $ (6,928 ) Interest earned from trust account (856,587 ) - (2,324,692 ) - Accretion of temporary equity into redemption value (extension deposit) (125,000 ) - (125,000 ) - Net loss including accretion of temporary equity to redemption value $ (398,029 ) $ (3,823 ) $ (678,469 ) $ (6,928 )
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED	SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED For the three months ended September 30, 2024 For the three months ended September 30, 2023 Redeemable Non- Redeemable Redeemable Non- Redeemable Shares Shares Shares Shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (308,560 ) $ (89,468 ) $ - $ (3,823 ) Income earned on investment held in Trust Account 856,587 - - - Accretion of temporary equity to redemption value (extension deposit) 125,000 - - - Allocation of net income (loss) $ 673,027 $ (89,468 ) $ - $ (3,823 ) Denominators: Weighted-average shares outstanding 5,975,098 1,732,500 - 1,500,000 Basic and diluted net income (loss) per share $ 0.11 $ (0.05 ) $ - $ (0.00 ) For the nine months ended September 30, 2024 For the period from February 16, 2023 (inception) through September 30, 2023 Redeemable Non- Redeemable Redeemable Non- Redeemable Shares Shares Shares Shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (524,785 ) $ (153,685 ) $ - $ (6,928 ) Income earned on investment held in Trust Account 2,324,692 - - - Accretion of temporary equity to redemption value (extension deposit) 125,000 - - - Allocation of net income (loss) $ 1,924,907 $ (153,685 ) $ - $ (6,928 ) Denominators: Weighted-average shares outstanding 5,991,639 1,754,672 - 1,500,000 Basic and diluted net income (loss) per share $ 0.32 $ (0.09 ) $ - $ (0.00 )
SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN THE BALANCE SHEET	At September 30, 2024, 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 as of December 31, 2023 $ 60,107,055 Less: Withdrawn in connection with redemption (23,803,376 ) Plus: Subsequent measurement of ordinary shares subject to possible redemption (extension deposit) 125,000 Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) 2,324,692 Ordinary shares subject to possible redemption as of September 30, 2024 38,753,371

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
SCHEDULE OF MEASURED FAIR VALUE ON RECURRING BASIS	The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 and indicate 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 September 30, Markets Inputs Inputs 2024 (Level 1) (Level 2) (Level 3) Assets: Investment held in trust account $ 38,753,371 $ 38,753,371 $ — $ — Quoted Significant Significant As of Prices in Other Other December Active Observable Unobservable 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 ($)					8 Months Ended	9 Months Ended
	Sep. 16, 2024	Jun. 26, 2024	Jan. 28, 2024	Dec. 19, 2023	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Number of shares forfeited by sponsors					225,000
Percentage of outstanding voting securities						100%
Deposit into trust account	$ 125,000
Redeemed ordinary shares	2,290,989
Redemption price	$ 10.39					$ 10.45	$ 10.02
Aggregate redemption amount	$ 23,803,376					$ 23,803,376
Aggregate borrow amount	125,000
Deposit	$ 125,000
Cash						225,472	$ 582,308
Working capital						308,229
Extension Note 1 [Member]
Subsidiary, Sale of Stock [Line Items]
Outstanding amount						$ 125,000
Series of Individually Immaterial Business Acquisitions [Member]
Subsidiary, Sale of Stock [Line Items]
Revenue earnout description		Amendment revises the Merger Agreement to provide that, if the PubCo 2024 Audited Financials (as defined in the Merger Agreement) do not reflect consolidated revenue in excess of RMB 436,000,000.00 during fiscal year 2024 or the PubCo 2025 Audited Financials (as defined in the Merger Agreement) do not reflect consolidated revenues in excess of RMB 583,000,000.00 during fiscal year 2025, but the total consolidated revenue reflected by the PubCo 2024 Audited Financials and the PubCo 2025 Audited Financials is in excess of RMB 1,019,000,00.00, the Pro Rata Portion (as defined in the Merger Agreement) of 6,000,000 Earnout Shares (as defined in the Merger Agreement) will be issued and delivered by PubCo to each Earnout Shareholder (as defined in the Merger Agreement) within five (5) business days following the date of filing of the PubCo 2025 Audited Financials. Previously, the Pro Rata Portion of 6,000,000 Earnout Shares was to be delivered only if the PubCo 2024 Audited Financials do not reflect consolidated revenue in excess of RMB 436,000,000.00 during fiscal year 2024 but the total consolidated revenue reflected by the PubCo 2024 Audited Financials and the PubCo 2025 Audited Financials is in excess of RMB 1,019,000,00.00 during fiscal year 2025.
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
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
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during the period, shares						900,000
Number of shares forfeited by sponsors			225,000

SCHEDULE OF NET INCOME (LOSS) P

SCHEDULE OF NET INCOME (LOSS) PER SHARE PRESENTED STATEMENTS OF OPERATIONS (Details) - USD ($)	2 Months Ended	3 Months Ended					8 Months Ended	9 Months Ended
	Mar. 31, 2023	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2024
Accounting Policies [Abstract]
Net income (loss)	$ (3,105)	$ 583,558	$ 592,289	$ 595,376	$ (3,823)		$ (6,928)	$ 1,771,223
Interest earned from trust account		(856,587)						(2,324,692)
Accretion of temporary equity into redemption value (extension deposit)		(125,000)						(125,000)
Net loss including accretion of temporary equity to redemption value		$ (398,029)			$ (3,823)		$ (6,928)	$ (678,469)

SCHEDULE OF EARNINGS PER SHARE

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2024
Income earned on investment held in Trust Account	$ 856,587			$ 2,324,692
Accretion of temporary equity to redemption value (extension deposit)	125,000			125,000
Redeemable Shares [Member]
Allocation of net loss including accretion of temporary equity	(308,560)			(524,785)
Income earned on investment held in Trust Account	856,587			2,324,692
Accretion of temporary equity to redemption value (extension deposit)	125,000			125,000
Allocation of net income (loss)	$ 673,027			$ 1,924,907
Weighted average shares outstanding - basic	5,975,098			5,991,639
Weighted average shares outstanding - diluted	5,975,098			5,991,639
Basic net income (loss) per share	$ 0.11			$ 0.32
Diluted net income (loss) per share	$ 0.11			$ 0.32
Non-redeemable Shares [Member]
Allocation of net loss including accretion of temporary equity	$ (89,468)	$ (3,823)	$ (6,928)	$ (153,685)
Income earned on investment held in Trust Account
Accretion of temporary equity to redemption value (extension deposit)
Allocation of net income (loss)	$ (89,468)	$ (3,823)	$ (6,928)	$ (153,685)
Weighted average shares outstanding - basic	1,732,500	1,500,000	1,500,000	1,754,672
Weighted average shares outstanding - diluted	1,732,500	1,500,000	1,500,000	1,754,672
Basic net income (loss) per share	$ (0.05)	$ 0	$ 0	$ (0.09)
Diluted net income (loss) per share	$ (0.05)	$ 0	$ 0	$ (0.09)

SCHEDULE OF ORDINARY SHARES SUB

SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN THE BALANCE SHEET (Details) - USD ($)	8 Months Ended	9 Months Ended	11 Months Ended
	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
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
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
Withdrawn in connection with redemption		(23,803,376)
Subsequent measurement of ordinary shares subject to possible redemption (extension deposit)		125,000
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)		2,324,692
Ordinary shares subject to possible redemption		$ 38,753,371	$ 60,107,055

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash and cash equivalents	$ 225,472			$ 225,472	$ 582,308
Cash held in Trust Account	38,753,371			38,753,371	$ 60,107,055
Interest and dividend earned on marketable securities held in trust account	856,587			2,324,692
Unrecognized tax benefits	0			0
FDIC insured amount	$ 250,000			$ 250,000

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - IPO [Member]	Dec. 19, 2023 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Stock issued shares new issues | shares	6,000,000
Sale of stock, par share | $ / shares	$ 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.

PRIVATE PLACEMENTS (Details Nar

PRIVATE PLACEMENTS (Details Narrative) - Private Placement [Member]	Dec. 19, 2023 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Stock issued shares new issues | shares	232,500
Share price | $ / shares	$ 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 ($)

2 Months Ended

3 Months Ended

8 Months Ended

9 Months Ended

Jan. 28, 2024

Dec. 27, 2023

Dec. 14, 2023

Mar. 14, 2023

Feb. 23, 2023

Mar. 31, 2023

Sep. 30, 2024

Jun. 30, 2024

Mar. 31, 2024

Sep. 30, 2023

Sep. 30, 2024

Dec. 31, 2023

Related Party Transaction [Line Items]

Stock issued value new issues

$ 25,100

Number of shares forfeited by sponsors

225,000

Payment for services fees

$ 5,250

$ 5,250

$ 5,250

Services fees

$ 0

$ 15,750

Over-Allotment Option [Member]

Related Party Transaction [Line Items]

Number of shares forfeited by sponsors

225,000

Related Party [Member]

Related Party Transaction [Line Items]

Due to related party

$ 30,000

$ 30,000

$ 10,000

Related Party [Member] | Promissory Note [Member]

Related Party Transaction [Line Items]

Promissory note aggregate principal amount

$ 300,000

Founder Shares [Member]

Related Party Transaction [Line Items]

Stock issued shares new issues

287,500

Stock issued value new issues

$ 100

Founder Shares [Member] | Peace Investment Holdings Limited [Member]

Related Party Transaction [Line Items]

Stock issued shares new issues

1,155,750

963,125

Sponsors [Member]

Related Party Transaction [Line Items]

Stock issued shares new issues

1,437,500

Stock issued value new issues

$ 25,000

Payments to related party

$ 100

Sponsors [Member] | Founder Shares [Member]

Related Party Transaction [Line Items]

Stock issued shares new issues

569,250

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			8 Months Ended	9 Months Ended
	Jan. 28, 2024	Dec. 19, 2023	Sep. 30, 2023	Sep. 30, 2024
Subsidiary, Sale of Stock [Line Items]
Number of shares forfeited by sponsors			225,000
Cash underwriting discount per unit		$ 0.20
Cash underwriting discount		$ 1,200,000
Deferred commission 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
Business combination related cost				$ 311,200
Business combination related cost incurred				311,200
Business combination contingent consideration , receivables				$ 0
Business combination shares services				600,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during the period, shares				900,000
Number of shares forfeited by sponsors	225,000
Stock issued during the period, value		$ 1,380,000

SHAREHOLDERS_ EQUITY (Details N

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)						2 Months Ended	8 Months Ended	9 Months Ended
	Jan. 28, 2024	Dec. 27, 2023	Dec. 14, 2023	Mar. 14, 2023	Feb. 23, 2023	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Class of Stock [Line Items]
Preferred stock, shares authorized								2,000,000		2,000,000
Preferred stock, par value								$ 0.0001		$ 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.
Ordinary stock, shares authorized								200,000,000		200,000,000
Ordinary stock, par value								$ 0.0001		$ 0.0001
Stock issued value new issues						$ 25,100
Number of shares forfeited by sponsors							225,000
Common stock, shares outstanding							1,725,000	1,732,500	1,725,000	1,957,500
Common stock, shares issued							1,725,000	1,732,500	1,725,000	1,957,500
Shares subject to possible redemption, shares							6,000,000	3,709,011	6,000,000	6,000,000
Business combination shares right, description								each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial Business Combination.
Over-Allotment Option [Member]
Class of Stock [Line Items]
Number of shares forfeited by sponsors	225,000
Founder Shares [Member]
Class of Stock [Line Items]
Stock issued shares new issues			287,500
Stock issued value new issues			$ 100
Founder Shares [Member] | Peace Investment Holdings Limited [Member]
Class of Stock [Line Items]
Stock issued shares new issues			1,155,750	963,125
Sponsors [Member]
Class of Stock [Line Items]
Stock issued shares new issues					1,437,500
Stock issued value new issues					$ 25,000
Payments to related party		$ 100
Ordinary shares subject to forfeiture									225,000
Sponsors [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Stock issued shares new issues			569,250

SCHEDULE OF MEASURED FAIR VALUE

SCHEDULE OF MEASURED FAIR VALUE ON RECURRING BASIS (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment held in trust account	$ 38,753,371	$ 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	38,753,371	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) - USD ($)	Oct. 14, 2024	Sep. 16, 2024
Subsequent Event [Line Items]
Aggregate borrow amount		$ 125,000
Working capital account		$ 125,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate borrow amount	$ 125,000
Working capital account	$ 125,000