Cover
Cover - USD ($) | 10 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 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 | 001-41741 | ||
Entity Registrant Name | BOWEN ACQUISITION CORP | ||
Entity Central Index Key | 0001973056 | ||
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 | (203) | ||
Local Phone Number | 998-5540 | ||
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 | 9,166,500 | ||
Documents Incorporated by Reference [Text Block] | None | ||
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 | BOWNU | ||
Security Exchange Name | NASDAQ | ||
Ordinary Shares, par value $0.0001 per share | |||
Title of 12(b) Security | Ordinary Shares, par value $0.0001 per share | ||
Trading Symbol | BOWN | ||
Security Exchange Name | NASDAQ | ||
Rights, each entitling the holder to one-tenth of one ordinary share upon the completion of the Companys initial business combination | |||
Title of 12(b) Security | Rights, each entitling the holder to one-tenth of one ordinary share upon the completion of the Company’s initial business combination | ||
Trading Symbol | BOWNR | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheet
Consolidated Balance Sheet | Dec. 31, 2023 USD ($) |
Current assets: | |
Cash | $ 426,913 |
Prepaid expenses | 79,481 |
Total current assets | 506,394 |
Investments held in trust account | 71,419,358 |
Total non-current assets | 71,419,358 |
Total Assets | 71,925,752 |
Current Liabilities: | |
Total Current Liabilities | 103,860 |
Commitments and contingencies | |
Ordinary shares subject to possible redemption (6,900,000 shares at $10.35 per share) | 71,419,358 |
Shareholders’ Equity: | |
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; 2,266,500 shares issued and outstanding | 227 |
Additional paid-in capital | |
Retained Earnings | 402,307 |
Total Shareholders’ Equity | 402,534 |
Total Liabilities and Shareholders’ Equity | 71,925,752 |
Nonrelated Party [Member] | |
Current Liabilities: | |
Accrued expenses | 78,610 |
Related Party [Member] | |
Current Liabilities: | |
Accrued expenses | $ 25,250 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) | Dec. 31, 2023 $ / shares shares |
Statement of Financial Position [Abstract] | |
Ordinary shares subject to redemption | 6,900,000 |
Ordinary shares subject to redemption par value | $ / shares | $ 10.35 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Ordinary shares, par value | $ / shares | $ 0.0001 |
Ordinary stock, shares authorized | 200,000,000 |
Ordinary stock, shares issued | 2,266,500 |
Ordinary stock, shares outstanding | 2,266,500 |
Consolidated Statement of Opera
Consolidated Statement of Operations | 10 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Formation and operating costs | $ 244,568 |
Loss from operations | (244,568) |
Other Income | |
Interest earned on investments held in trust account | 1,729,358 |
Total other income | 1,729,358 |
Net income | $ 1,484,790 |
Redeemable Ordinary Shares [Member] | |
Other Income | |
Basic weighted average ordinary shares outstanding, non-redeemable ordinary shares | shares | 3,819,156 |
Diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares | shares | 3,819,156 |
Basic net loss per share, non-redeemable ordinary shares | $ / shares | $ 1.12 |
Diluted net loss per share, non-redeemable ordinary shares | $ / shares | $ 1.12 |
Non Redeemable Ordinary Shares [Member] | |
Other Income | |
Basic weighted average ordinary shares outstanding, non-redeemable ordinary shares | shares | 2,095,943 |
Diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares | shares | 2,095,943 |
Basic net loss per share, non-redeemable ordinary shares | $ / shares | $ (1.32) |
Diluted net loss per share, non-redeemable ordinary shares | $ / shares | $ (1.32) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity - 10 months ended Dec. 31, 2023 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Feb. 16, 2023 | ||||
Balance, shares at Feb. 16, 2023 | ||||
Issuance of ordinary shares to Sponsors | $ 173 | 24,827 | 25,000 | |
Issuance of ordinary shares to Sponsor, shares | 1,725,000 | |||
Issuance of ordinary shares to Underwriter | $ 18 | 1,015,982 | 1,016,000 | |
Issuance of ordinary shares to Underwriter, shares | 180,000 | |||
Proceeds from sale of public units | $ 600 | 59,999,400 | 60,000,000 | |
Proceeds from sale of public units, shares | 6,000,000 | |||
Proceeds from over-allotment | $ 90 | 8,999,910 | 9,000,000 | |
Proceeds from over-allotment, shares | 900,000 | |||
Sale of Private Units | $ 33 | 3,299,967 | 3,300,000 | |
Sale of Private Units, shares | 330,000 | |||
Over-allotment of Private Units | $ 3 | 314,997 | 315,000 | |
Over-allotment of Private Units, shares | 31,500 | |||
Underwriter’s commission on sale of Public Units | (1,500,000) | (1,500,000) | ||
Underwriter’s commission on Over-allotment | (225,000) | (225,000) | ||
Other offering costs | (1,593,898) | (1,593,898) | ||
Initial measurement of Ordinary shares Subject to redemption under ASC 480-10-S99 against additional paid-in capital | $ (690) | (65,235,677) | (65,236,367) | |
Initial measurement of Ordinary shares Subject to redemption under ASC 480-10-S99 against additional paid-in capital, shares | (6,900,000) | |||
Allocation of offering costs to ordinary shares subject to redemption | 3,137,867 | 3,137,867 | ||
Deduction for increase of carrying value of redeemable shares | (7,591,500) | (7,591,500) | ||
Subsequent measurement of Common stock subject to possible redemption (interest earned on trust account) | (646,875) | (1,082,483) | (1,729,358) | |
Net income | 1,484,790 | 1,484,790 | ||
Balance at Dec. 31, 2023 | $ 227 | $ 402,307 | $ 402,534 | |
Balance, shares at Dec. 31, 2023 | 2,266,500 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows | 10 Months Ended |
Dec. 31, 2023 USD ($) | |
Cash flows from operating activities: | |
Net income | $ 1,484,790 |
Adjustment to reconcile net loss to net cash used in operating activities | |
Interest reinvested held in Trust Account | (1,729,358) |
Accrued offering costs and expenses | 6,714 |
Prepaid expenses | (79,481) |
Net cash used in operating activities | (292,085) |
Cash flows from investing activities: | |
Investments of cash into Trust Account | (69,690,000) |
Net cash used in investing activities | (69,690,000) |
Cash flows from financing activities: | |
Proceeds from issuance of founder shares | 2,520 |
Proceeds from sale of ordinary shares | 69,000,000 |
Proceeds from Private Placement | 3,615,000 |
Payments of underwriter’s discount | (1,725,000) |
Payments to related party | (151,318) |
Payment of offering costs | (332,204) |
Net cash provided by financing activities | 70,408,998 |
Net change in cash | 426,913 |
Cash at beginning of period | |
Cash at the end of period | 426,913 |
Supplemental disclosure of noncash financing activities | |
Offering costs paid by Sponsor in exchange for issuance of ordinary shares | 25,000 |
Offering costs adjusted from prepaid expenses | 894 |
Offering costs charged to Additional Paid-in Capital | 1,593,898 |
Reclassification of ordinary shares subject to redemption | 65,236,367 |
Allocation of offering costs to ordinary shares subject to redemption | 3,137,868 |
Remeasurement adjustment on ordinary shares subject to possible redemption | 7,591,500 |
Subsequent measurement of ordinary shares subject to possible redemption (income earned on Trust Account) | 1,729,358 |
Related Party [Member] | |
Adjustment to reconcile net loss to net cash used in operating activities | |
Accrued expenses – related party | $ 25,250 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 10 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 Bowen Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on February 17, 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 (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 Createcharm Holdings Ltd., a British Virgin Islands company, and Bowen 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 17, 2023 (inception) through December 31, 2023 relates to the Company’s formation and the initial public offering (“IPO”) described below, and following the IPO, the search for a target to consummate a Business Combination . The registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on July 11, 2023. On July 14, 2023, the Company consummated the IPO of 6,000,000 0.0001 10.00 60,000,000 Simultaneously with the consummation of the IPO, the Company consummated the private placement (“Private Placement”) of 330,000 10.00 3,300,000 On July 17, 2023, the underwriters exercised their over-allotment option in full to purchase an additional 900,000 900,000 10.00 9,000,000 31,500 As of July 18, 2023, transaction costs amounted to $ 3,318,898 1,725,000 1,593,898 The Company will have until 15 months from the closing of the IPO (or up to 18 months, if the Company extends the time to complete a Business Combination as permitted in its Amended and Restated Memorandum and Articles of Association) to consummate a Business Combination (the “Combination Period”). Sponsors or their affiliated or designees, upon five days’ advance notice prior to the deadline, must deposit into the Trust Account $ 690,000 0.10 On November 20, 2023, a wholly-owned subsidiary of the Company, Bowen Merger Sub (“Merger Sub”) was formed for the purpose of entering into a business combination agreement. See subsequent events disclosure below. Going Concern Consideration As of December 31, 2023, the Company had cash of $ 426,913 402,534 ly consolidated |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 10 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and are presented in U.S. dollars 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. All intercompany accounts and transactions are eliminated upon consolidation. 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 consolidated financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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 balance of $ 426,913 no Investments Held in Trust Account The Company’s portfolio of investments held in the trust account is comprised of investments only 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. The Company classified its investments in treasury securities 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 cash balance of $ 8,208 71,411,150 1,729,358 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 July 14, 2023. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes consolidated 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 consolidated 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 17, 2023 (Inception) Through December 31, 2023 Net income $ 1,484,790 Interest earned on investment held in Trust Account (1,729,358 ) Accretion of temporary equity into redemption value (7,591,500 ) Net loss including accretion of common stock to redemption value (7,836,068 ) SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Redeemable Non-Redeemable For the Period from February 17, 2023 (Inception) Through December 31, 2023 Redeemable Non-Redeemable Particulars Shares Shares Basic and diluted net income/(loss) per share: Weighted-average shares outstanding 3,819,156 2,095,943 Ownership percentage 65 % 35 % Numerators: Allocation of net loss including accretion of temporary equity (5,059,453 ) (2,776,615 ) Income earned on Trust Account 1,729,358 — Accretion of temporary equity to redemption value 7,591,500 — Allocation of net income/(loss) 4,261,405 (2,776,615 ) Denominators: Weighted-average shares outstanding 3,819,156 2,095,943 Basic and diluted net income/(loss) per share 1.12 (1.32 ) 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 (3,272,724 ) Allocation of offering costs related to redeemable shares (2,925,140 ) Plus: Accretion of carrying value to redemption value 6,797,864 Ordinary shares subject to possible redemption $ 60,600,000 Over-allotment Plus: Over-allotment proceeds 9,000,000 Less: Proceeds allocated to Public Rights (490,909 ) Allocation of offering costs related to redeemable shares (212,727 ) Plus: Accretion of carrying value to redemption value 793,636 Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) 1,729,358 Ordinary shares subject to possible redemption $ 71,419,358 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 consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 10 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING On July 14, 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 | 10 Months Ended |
Dec. 31, 2023 | |
Private Placements | |
PRIVATE PLACEMENTS | NOTE 4 — PRIVATE PLACEMENTS The Sponsors and EBC have agreed to purchase an aggregate of 330,000 312,000 18,000 361,500 10.00 3,300,000 3,615,000 Simultaneously with and soon after the closing of the IPO, the Sponsors and EBC purchased an aggregate of 361,500 3,615,000 On July 17, 2023, the underwriters exercised the over-allotment option in full. See Note 1 for more details. |
RELATED PARTIES
RELATED PARTIES | 10 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares and EBC Founder Shares On February 27, 2023, the Sponsors received 1,725,000 25,000 225,000 On March 15, 2023, the Company issued to EBC 180,000 0.014 2,520 1,016,000 5.65 The fair value of the EBC founder shares was estimated at March 15, 2023. The Company used the following assumptions to estimate the fair value of EBC founder shares using Level 3 fair value measurements inputs at the measurement date: SCHEDULE FAIR VALUE OF EARLY BIRD CAPITAL ASSUMPTION Time to expiration 1.84 Risk-free rate 4.0 % Volatility 5.0 % Dividend yield 0.0 % Expected likelihood of a successful business combination 60 % The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after an initial Business Combination that results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property. EBC has also agreed, subject to exceptions, that the EBC founder shares cannot be sold, transferred or assigned, until the consummation of an initial business combination. Promissory Note — Related Party On February 27, 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 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 $ 0.25 1,500,000 1,725,000 On July 17, 2023, the underwriters exercised the over-allotment option in full to purchase 900,000 900,000 10.00 9,000,000 Accrued Expenses Due to Related Party The Sponsors paid certain formation, operating or offering costs on behalf of the Company. These amounts were due on demand and non-interest bearing. As of December 31, 2023, the Sponsors had paid $ 151,318 As of December 31, 2023, the total accrued expenses due to related parties was $ 25,250 20,000 5,250 Initial Accounting Service Fee The Company has engaged TenX Global Capital, a related party of the Company, to assist in the preparation of consolidated financial statements and other accounting consulting services. During the period from February 17, 2023 (inception) through December 31, 2023, a service fee of $ 20,000 Accounting Service Agreement The Company has engaged TenX Global Capital, a related party of the Company, to assist in preparing quarterly and annual financial statements commencing following the consummation of the IPO. The Company has agreed to pay for these services at a fixed quarterly rate of $ 5,250 10,500 5,250 Administration Fee Commencing on the effectiveness of the Registration Statement on July 11, 2023, an affiliate of the Sponsors will be allowed to charge the Company an allocable share of its overhead, up to $ 10,000 56,667 36,667 20,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 10 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, EBC founder shares, Private Placement Units will be entitled to registration rights pursuant to a registration rights agreement dated on the effectiveness of the Registration Statement on July 11, 2023 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. Business Combination Marketing Agreement The Company has engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EBC a service fee for such services upon the consummation of its initial Business Combination in an amount of $ 2,415,000 3.5 1.0 Business Combination Transaction Cost The Company has engaged several service providers including legal and valuation services, specifically for business combination between the Company and Shenzhen Qianzhi BioTechnology Co. Ltd. (“Qianzhi”). Per the agreed terms, Qianzhi agreed to be responsible for all expenses incurred by the Company in connection with business combination. During the year of 2023, $ 181,022 $200,000 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 10 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 Holders of ordinary shares are entitled to one vote for each share. 1,725,000 25,000 225,000 2,266,500 6,900,000 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 | 10 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 significant assumptions which the Company used to value the EBC Founder Shares are referred to Note 5. 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 $ 71,419,358 $ 71,419,358 $ — $ — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 10 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 consolidated financial statements were issued. Based on the review, management identified the following subsequent event that is required disclosure in the consolidated financial statements. On January 18, 2024, the Company entered into an Agreement and Plan of Reorganization (the “Agreement”) with (i) Bowen Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Merger Sub”), (ii) Shenzhen Qianzhi BioTechnology Co. Ltd., a company incorporated in the People’s Republic of China and a wholly owned subsidiary of NewCo (as defined below) (“Shenzhen Qianzhi”), and (iii) Qianzhi Group Holding (Cayman) Limited, a newly formed Cayman Islands company (“ NewCo Parties Party Pursuant to the Agreement, at the closing of the business combination, Merger Sub will merge with and into NewCo (the “ Merger Surviving Company Pursuant to the Agreement, at the effective time of the Merger (the “Effective Time”), all of NewCo Ordinary Shares issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive an aggregate of (a) 7,246,377 1,400,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 10 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and are presented in U.S. dollars 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. All intercompany accounts and transactions are eliminated upon consolidation. |
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 consolidated financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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 balance of $ 426,913 no |
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 only 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. The Company classified its investments in treasury securities 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 cash balance of $ 8,208 71,411,150 1,729,358 |
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 July 14, 2023. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes consolidated 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 consolidated 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 17, 2023 (Inception) Through December 31, 2023 Net income $ 1,484,790 Interest earned on investment held in Trust Account (1,729,358 ) Accretion of temporary equity into redemption value (7,591,500 ) Net loss including accretion of common stock to redemption value (7,836,068 ) SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Redeemable Non-Redeemable For the Period from February 17, 2023 (Inception) Through December 31, 2023 Redeemable Non-Redeemable Particulars Shares Shares Basic and diluted net income/(loss) per share: Weighted-average shares outstanding 3,819,156 2,095,943 Ownership percentage 65 % 35 % Numerators: Allocation of net loss including accretion of temporary equity (5,059,453 ) (2,776,615 ) Income earned on Trust Account 1,729,358 — Accretion of temporary equity to redemption value 7,591,500 — Allocation of net income/(loss) 4,261,405 (2,776,615 ) Denominators: Weighted-average shares outstanding 3,819,156 2,095,943 Basic and diluted net income/(loss) per share 1.12 (1.32 ) |
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 (3,272,724 ) Allocation of offering costs related to redeemable shares (2,925,140 ) Plus: Accretion of carrying value to redemption value 6,797,864 Ordinary shares subject to possible redemption $ 60,600,000 Over-allotment Plus: Over-allotment proceeds 9,000,000 Less: Proceeds allocated to Public Rights (490,909 ) Allocation of offering costs related to redeemable shares (212,727 ) Plus: Accretion of carrying value to redemption value 793,636 Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) 1,729,358 Ordinary shares subject to possible redemption $ 71,419,358 |
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 consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 10 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 17, 2023 (Inception) Through December 31, 2023 Net income $ 1,484,790 Interest earned on investment held in Trust Account (1,729,358 ) Accretion of temporary equity into redemption value (7,591,500 ) Net loss including accretion of common stock to redemption value (7,836,068 ) |
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED | SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED Redeemable Non-Redeemable For the Period from February 17, 2023 (Inception) Through December 31, 2023 Redeemable Non-Redeemable Particulars Shares Shares Basic and diluted net income/(loss) per share: Weighted-average shares outstanding 3,819,156 2,095,943 Ownership percentage 65 % 35 % Numerators: Allocation of net loss including accretion of temporary equity (5,059,453 ) (2,776,615 ) Income earned on Trust Account 1,729,358 — Accretion of temporary equity to redemption value 7,591,500 — Allocation of net income/(loss) 4,261,405 (2,776,615 ) Denominators: Weighted-average shares outstanding 3,819,156 2,095,943 Basic and diluted net income/(loss) per share 1.12 (1.32 ) |
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 (3,272,724 ) Allocation of offering costs related to redeemable shares (2,925,140 ) Plus: Accretion of carrying value to redemption value 6,797,864 Ordinary shares subject to possible redemption $ 60,600,000 Over-allotment Plus: Over-allotment proceeds 9,000,000 Less: Proceeds allocated to Public Rights (490,909 ) Allocation of offering costs related to redeemable shares (212,727 ) Plus: Accretion of carrying value to redemption value 793,636 Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) 1,729,358 Ordinary shares subject to possible redemption $ 71,419,358 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 10 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE FAIR VALUE OF EARLY BIRD CAPITAL ASSUMPTION | The fair value of the EBC founder shares was estimated at March 15, 2023. The Company used the following assumptions to estimate the fair value of EBC founder shares using Level 3 fair value measurements inputs at the measurement date: SCHEDULE FAIR VALUE OF EARLY BIRD CAPITAL ASSUMPTION Time to expiration 1.84 Risk-free rate 4.0 % Volatility 5.0 % Dividend yield 0.0 % Expected likelihood of a successful business combination 60 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 10 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF MEASURED FAIR VALUE ON RECURRING BASIS | 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 $ 71,419,358 $ 71,419,358 $ — $ — |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 10 Months Ended | |||
Jul. 18, 2023 | Jul. 17, 2023 | Jul. 14, 2023 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Ordinary shares, par value | $ 0.0001 | |||
Proceeds from issuance of IPO | $ (3,272,724) | |||
Proceeds from issuance of private placement | 3,615,000 | |||
Cash | 426,913 | |||
Working capital deficit | $ 402,534 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of stock issued | 6,000,000 | |||
Ordinary shares, par value | $ 0.0001 | |||
Price per share | $ 10 | |||
Proceeds from issuance of IPO | $ 60,000,000 | |||
Transaction cost | $ 3,318,898 | |||
Payments for underwriting expense | 1,725,000 | |||
Other offering costs | 1,593,898 | |||
Deposits | $ 690,000 | |||
Shares issued price per share | $ 0.10 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of stock issued | 31,500 | 330,000 | 330,000 | |
Price per share | $ 10 | |||
Proceeds from issuance of private placement | $ 3,300,000 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of stock issued | 900,000 | 900,000 | ||
Price per share | $ 10 | |||
Proceeds from sale of units | $ 9,000,000 | |||
Payments for underwriting expense | $ 1,725,000 |
SCHEDULE OF NET INCOME (LOSS) P
SCHEDULE OF NET INCOME (LOSS) PER SHARE PRESENTED STATEMENTS OF OPERATIONS (Details) | 10 Months Ended |
Dec. 31, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Net income | $ 1,484,790 |
Interest earned on investment held in Trust Account | (1,729,358) |
Accretion of temporary equity into redemption value | (7,591,500) |
Net loss including accretion of common stock to redemption value | $ (7,836,068) |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED (Details) | 10 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Accretion of temporary equity to redemption value | $ 7,591,500 |
Redeemable Shares [Member] | |
Weighted average shares outstanding - basic | shares | 3,819,156 |
Weighted average shares outstanding - diluted | shares | 3,819,156 |
Ownership percentage | 65% |
Allocation of net loss including accretion of temporary equity | $ (5,059,453) |
Income earned on Trust Account | 1,729,358 |
Accretion of temporary equity to redemption value | 7,591,500 |
Allocation of net income/(loss) | $ 4,261,405 |
Basic net income/(loss) per share | $ / shares | $ 1.12 |
Diluted net income/(loss) per share | $ / shares | $ 1.12 |
Non Redeemable Shares [Member] | |
Weighted average shares outstanding - basic | shares | 2,095,943 |
Weighted average shares outstanding - diluted | shares | 2,095,943 |
Ownership percentage | 35% |
Allocation of net loss including accretion of temporary equity | $ (2,776,615) |
Income earned on Trust Account | |
Accretion of temporary equity to redemption value | |
Allocation of net income/(loss) | $ (2,776,615) |
Basic net income/(loss) per share | $ / shares | $ (1.32) |
Diluted net income/(loss) per share | $ / shares | $ (1.32) |
SCHEDULE OF ORDINARY SHARES SUB
SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN THE BALANCE SHEET (Details) | 10 Months Ended |
Dec. 31, 2023 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |
Proceeds allocated to Public Rights | $ 60,000,000 |
Proceeds allocated to public rights | (3,272,724) |
Allocation of offering costs related to redeemable shares | (2,925,140) |
Accretion of carrying value to redemption value | 6,797,864 |
Ordinary shares subject to possible redemption | 60,600,000 |
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) | 1,729,358 |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Proceeds allocated to Public Rights | (490,909) |
Allocation of offering costs related to redeemable shares | (212,727) |
Accretion of carrying value to redemption value | 793,636 |
Ordinary shares subject to possible redemption | 71,419,358 |
Over-allotment proceeds | 9,000,000 |
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) | $ 1,729,358 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 10 Months Ended |
Dec. 31, 2023 USD ($) | |
Cash and Cash Equivalents [Line Items] | |
Cash | $ 426,913 |
Cash equivalents | 0 |
Trust account, cash balance, with U.S. treasury bills | 71,419,358 |
Interests earned from trust account | 1,729,358 |
Unrecognized tax benefits | 0 |
Accrued for interest and penalties | 0 |
Cash, FDIC insured amount | 250,000 |
Cash [Member] | |
Cash and Cash Equivalents [Line Items] | |
Trust account, cash balance | 8,208 |
US Treasury Securities [Member] | |
Cash and Cash Equivalents [Line Items] | |
Trust account, cash balance, with U.S. treasury bills | $ 71,411,150 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | Jul. 18, 2023 | Jul. 17, 2023 | Jul. 14, 2023 |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued during period shares | 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 period shares | 900,000 | 900,000 | |
Sale of stock, par share | $ 10 | ||
Stock issued during the period, shares | 900,000 | 900,000 | 900,000 |
PRIVATE PLACEMENTS (Details Nar
PRIVATE PLACEMENTS (Details Narrative) - USD ($) | 10 Months Ended | ||||
Jul. 18, 2023 | Jul. 14, 2023 | Mar. 15, 2023 | Feb. 27, 2023 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Value of stock issued | $ 60,000,000 | ||||
Sponsors [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued | 1,725,000 | ||||
Value of stock issued | $ 25,000 | ||||
EBC [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued | 180,000 | ||||
Private placement units of underwriters over-allotment per share price | $ 0.014 | ||||
Value of stock issued | $ 2,520 | ||||
Private Placement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued | 31,500 | 330,000 | 330,000 | ||
Value of stock issued | $ 3,300,000 | ||||
Private Placement [Member] | Sponsors [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued | 312,000 | ||||
Private Placement [Member] | EBC [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued | 18,000 | ||||
Private Placement [Member] | Underwriters [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued | 361,500 | ||||
Private placement units of underwriters over-allotment per share price | $ 10 | ||||
Value of stock issued | $ 3,615,000 |
SCHEDULE FAIR VALUE OF EARLY BI
SCHEDULE FAIR VALUE OF EARLY BIRD CAPITAL ASSUMPTION (Details) - Fair Value, Inputs, Level 3 [Member] | Mar. 15, 2023 |
Platform Operator, Crypto-Asset [Line Items] | |
Time to expiration | 1 year 10 months 2 days |
Risk-free rate | 4% |
Volatility rate | 5% |
Dividend yield | 0% |
Expected likelihood of a successful business combination, percentage | 60% |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 10 Months Ended | ||||||||
Jul. 18, 2023 | Jul. 17, 2023 | Jul. 14, 2023 | Jul. 11, 2023 | Mar. 15, 2023 | Feb. 27, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | |||||||||
Value of stock issued | $ 60,000,000 | ||||||||
Related party debt | 151,318 | ||||||||
Administrative fee | 56,667 | ||||||||
Administrative fees paid | 36,667 | ||||||||
Accounting Service Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accrued expenses | 10,500 | $ 5,250 | $ 5,250 | ||||||
Payment for services | 5,250 | ||||||||
Ten X Global Capital [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Service fee | 20,000 | ||||||||
Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accrued expenses | 25,250 | ||||||||
Related Party [Member] | General and Administrative Expense [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accrued expenses | 20,000 | ||||||||
Related Party [Member] | Accounting Services Expense [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accrued expenses | 5,250 | ||||||||
Promissory Note [Member] | Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Promissory note aggregate principal amount | $ 300,000 | ||||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued | 900,000 | 900,000 | |||||||
Value of stock issued | $ (490,909) | ||||||||
Stock issued during the period, shares | 900,000 | 900,000 | 900,000 | ||||||
Cash underwriting discount per unit | $ 0.25 | ||||||||
Aggregate cash underwriting discount | $ 1,500,000 | ||||||||
Payments for underwriting expense | $ 1,725,000 | ||||||||
Price per share | $ 10 | ||||||||
Gross proceeds | $ 9,000,000 | ||||||||
Over-Allotment Option [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during the period, shares | 900,000 | ||||||||
Sponsors [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued | 1,725,000 | ||||||||
Value of stock issued | $ 25,000 | ||||||||
Sponsors [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Affiliate costs | $ 10,000 | ||||||||
Sponsors [Member] | Over-Allotment Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares subject to forfeiture | 225,000 | ||||||||
EBC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares issued | 180,000 | ||||||||
Value of stock issued | $ 2,520 | ||||||||
Ordinary share price | $ 0.014 | ||||||||
Fair value of shares issued | $ 1,016,000 | ||||||||
Fair value of ordinary per share price | $ 5.65 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 10 Months Ended |
Dec. 31, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Business combination related cost | $ 181,022 |
Commited for future expenses | 200,000 |
Business Combination Marketing Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Service fee | $ 2,415,000 |
Percentage of gross proceeds of initial public offering | 3.50% |
Percentage of service fee of total consideration payable | 1% |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 10 Months Ended | |||
Jul. 18, 2023 | Jul. 17, 2023 | Feb. 27, 2023 | Dec. 31, 2023 | |
Subsidiary, Sale 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 issued | 0 | |||
Preferred stock, shares outstanding | 0 | |||
Common stock, shares authorized | 200,000,000 | |||
Common stock, par value | $ 0.0001 | |||
Common stock voting rights | Holders of ordinary shares are entitled to one vote for each share. | |||
Issuance of ordinary shares to Sponsor, value | $ 60,000,000 | |||
Ordinary shares issued | 2,266,500 | |||
Ordinary shares outstanding | 2,266,500 | |||
Ordinary shares subject to redemption | 6,900,000 | |||
Common Stock [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock voting rights | 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] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of stock issued | 900,000 | 900,000 | ||
Issuance of ordinary shares to Sponsor, value | $ (490,909) | |||
Sponsors [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of stock issued | 1,725,000 | |||
Issuance of ordinary shares to Sponsor, value | $ 25,000 | |||
Sponsors [Member] | Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares subject to forfeiture | 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 | $ 71,419,358 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment held in trust account | 71,419,358 |
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) - Subsequent Event [Member] - Agreement [Member] | Jan. 18, 2024 shares |
Merger Shares [Member] | |
Subsequent Event [Line Items] | |
Number of stock issued | 7,246,377 |
Earnout Shares [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Number of stock issued | 1,400,000 |