Cover
Cover - shares | 2 Months Ended | |
Mar. 31, 2024 | Jun. 14, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-42106 | |
Entity Registrant Name | RF ACQUISITION CORP II | |
Entity Central Index Key | 0002012807 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 111 Somerset | |
Entity Address, Address Line Two | #05-07 | |
Entity Address, City or Town | Singapore | |
Entity Address, Country | SG | |
Entity Address, Postal Zip Code | 238164 | |
City Area Code | +65 | |
Local Phone Number | 6904-0766 | |
Entity Current Reporting Status | No | |
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 | 15,012,500 | |
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 | RFAIU | |
Security Exchange Name | NASDAQ | |
Ordinary shares, par value $0.0001 per share | ||
Title of 12(b) Security | Ordinary shares, par value $0.0001 per share | |
Trading Symbol | RFAI | |
Security Exchange Name | NASDAQ | |
Rights, each right entitling the holder thereof to one-twentieth of one ordinary share | ||
Title of 12(b) Security | Rights, each right entitling the holder thereof to one-twentieth of one ordinary share | |
Trading Symbol | RFAIR | |
Security Exchange Name | NASDAQ |
BALANCE SHEET (Unaudited)
BALANCE SHEET (Unaudited) | Mar. 31, 2024 USD ($) | |
ASSETS: | ||
Deferred offering costs | $ 297,673 | |
Total Assets | 297,673 | |
Current Liabilities: | ||
Accrued expenses | 3,800 | |
Accrued offering costs | 236,060 | |
Advance from related party | 93,233 | |
Total Current Liabilities | 333,093 | |
Shareholders’ Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,075,000 shares issued and outstanding | 308 | [1] |
Additional paid-in capital | 26,431 | |
Share subscription receivable | (1,739) | |
Accumulated deficit | (60,420) | |
Total Shareholders’ Deficit | (35,420) | |
Total Liabilities and Shareholders’ Deficit | $ 297,673 | |
[1]Includes an aggregate of up to 375,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the underwriters’ election to fully exercise their over-allotment option on May 23, 2024, the 375,000 Class B ordinary shares are no longer subject to forfeiture (see Notes 5 and 7). |
BALANCE SHEET (Unaudited) (Pare
BALANCE SHEET (Unaudited) (Parenthetical) | Mar. 31, 2024 $ / shares shares |
Statement of Financial Position [Abstract] | |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 200,000,000 |
Common stock, shares issued | 3,075,000 |
Common stock, shares outstanding | 3,075,000 |
STATEMENT OF OPERATIONS (Unaudi
STATEMENT OF OPERATIONS (Unaudited) | 2 Months Ended | |
Mar. 31, 2024 USD ($) $ / shares shares | ||
Income Statement [Abstract] | ||
Formation and operating costs | $ 60,420 | |
Net loss | $ (60,420) | |
Basic and diluted weighted average shares outstanding | shares | 2,616,364 | [1] |
Basic and diluted net loss per share | $ / shares | $ (0.02) | |
[1]Excludes an aggregate of up to 375,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the underwriters’ election to fully exercise their over-allotment option on May 23, 2024, the 375,000 ordinary shares are no longer subject to forfeiture (see Notes 5 and 7). |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT (Unaudited) - 2 months ended Mar. 31, 2024 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total | |
Balance as of February 5, 2024 (inception) at Feb. 04, 2024 | ||||||
Beginning balance, shares at Feb. 04, 2024 | [1] | |||||
Issuance of ordinary shares to Sponsor | $ 288 | 24,712 | 25,000 | |||
Issuance of ordinary shares to Sponsor, shares | [1] | 2,875,000 | ||||
Issuance of representative shares to EBC | $ 20 | 1,719 | (1,739) | |||
Issuance of representative shares to EBC, shares | [1] | 200,000 | ||||
Net loss | (60,420) | (60,420) | ||||
Ending balance, value at Mar. 31, 2024 | $ 308 | $ 26,431 | $ (1,739) | $ (60,420) | $ (35,420) | |
Ending balance, shares at Mar. 31, 2024 | [1] | 3,075,000 | ||||
[1]Includes an aggregate of up to 375,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter. As a result of the underwriters’ election to fully exercise their over-allotment option on May 23, 2024, the 375,000 ordinary shares are no longer subject to forfeiture (see Notes 5 and 7). |
STATEMENT OF CASH FLOWS (Unaudi
STATEMENT OF CASH FLOWS (Unaudited) | 2 Months Ended |
Mar. 31, 2024 USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (60,420) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Payment of operating costs in exchange for issuance of Founder Shares | 25,000 |
Payment of operating costs through advance from related party | 31,620 |
Changes in operating assets and liabilities: | |
Accrued expenses | 3,800 |
Net cash used in operating activities | |
Net Change in Cash | |
Cash – Beginning of period | |
Cash – End of period | |
Supplemental disclosure of noncash investing and financing activities: | |
Deferred offering costs paid through advances from related party | 61,613 |
Deferred offering costs included in accrued offerings costs | 236,060 |
Issuance of representative shares to EBC | $ 1,739 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 2 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS RF Acquisition Corp II (the “Company”) is a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “Business Combination”). The Company intends to pursue a Business Combination with a target in any industry that can benefit from the expertise and capabilities of the Company’s management team. While the Company’s efforts in identifying prospective target businesses will not be limited to a particular geographic region, the Company intends to focus its search on businesses in Asia within the deep technology sector, including artificial intelligence, quantum computing, and biotechnology. However, the Company will not consummate its initial Business Combination with an entity or business with China operations consolidated through a variable interest entity (“VIE”) structure. 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. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from February 5, 2024 (inception) through March 31, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. 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 income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on May 16, 2024. On May 21, 2024, the Company consummated the Initial Public Offering of 10,000,000 10.00 100,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 400,000 10.00 4,000,000 On May 23, 2024, the underwriters exercised their over-allotment option in full to purchase an additional 1,500,000 1,500,000 10.00 15,000,000 37,500 375,000 Transaction costs at the date of the Initial Public Offering amounted to $ 6,060,382 2,000,000 3,500,000 560,382 825,000 300,000 525,000 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Pursuant to applicable stock exchange listing rules, the Company’s initial Business Combination must be with one or more businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company intends to only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering on May 21, 2024 and the exercise of the over-allotment option in full by the underwriters on May 23, 2024, an aggregate amount of $ 115,575,000 10.05 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company in its sole discretion subject to requirements of corporate law. The Public Shareholders are entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.05 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). The Public Shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and, subject to applicable securities laws, any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor and EBC agreed (a) to waive their redemption rights with respect to any Founder Shares, EBC founder shares (defined below), Private Shares and Private Shares held by them in connection with the completion of a Business Combination, (b) to waive their redemption rights with respect to their founder shares, EBC founder shares and private shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association to (1) modify the substance or timing of the obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Initial Public Offering or (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (c) to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares, EBC founder shares and private shares held by them if the Company fails to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering. If the Company submits the initial Business Combination to the public shareholders for a vote, the Sponsor and the Company’s officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares, private shares and, subject to applicable securities laws, any public shares purchased by them in or after this Initial Public Offering (including in open market and privately-negotiated transactions) in favor of an initial Business Combination. The Company has 18 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period and the Combination Period is not extended by shareholders pursuant to an amendment to the Company’s amended and restated articles of association, 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% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less $ 100,000 The Sponsor agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it would receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its affiliates acquires Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.05 10.05 Going Concern Consideration As of March 31, 2024, the Company had no 333,093 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 17, 2024, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 28, 2024. The interim results for the period from February 5, 2024 (inception) through March 31, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2024 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act 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 statement 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 statements 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 statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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. Net Loss per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no The Company is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. 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. Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering. 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 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 | 2 Months Ended |
Mar. 31, 2024 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on May 21, 2024 the Company sold 10,000,000 10.00 On May 23, 2024, the underwriters exercised their over-allotment option in full to purchase an additional 1,500,000 1,500,000 10.00 |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 2 Months Ended |
Mar. 31, 2024 | |
Private Placements | |
PRIVATE PLACEMENTS | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Sponsor and EBC purchased an aggregate of 400,000 355,000 45,000 10.00 1,500,000 37,500 33,281 4,219 10.00 Each Unit consists of one ordinary share, and one right (“Private Right”), each Private Right entitles the holder to receive one-twentieth of one ordinary share. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units and underlying securities will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions. |
RELATED PARTIES
RELATED PARTIES | 2 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares On February 15, 2024, the Sponsor received 2,875,000 25,000 375,000 200,000 0.0087 1,739 1,739 375,000 The Sponsor has 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 the initial Business Combination that results in all public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Advance from Related Party The Sponsor paid certain deferred offering costs and operating costs on behalf of the Company. These amounts are due on demand and are non-interest bearing. During the period from February 5, 2024 (inception) through March 31, 2024, the Sponsor paid $ 118,233 25,000 93,233 Administration Fee Commencing on the May 16, 2024, the Sponsor will charge the Company an allocable share of its overhead, up to $ 10,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 2 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an Initial Business Combination and any target business with which the Company may ultimately consummate an Initial Business Combination. Registration Rights The holders of the Founder Shares, EBC founder shares, Private Placement Units and any units that may be issued upon conversion of working capital loans (and all underlying securities) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities are 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 had granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,500,000 The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $ 2,000,000 On May 23, 2024, the underwriters exercised their over-allotment option in full to purchase an additional 1,500,000 300,000 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 shareholders 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 equal to 3.5 3,500,000 4,025,000 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 2 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 7 — SHAREHOLDERS’ EQUITY Preference Shares 1,000,000 0.0001 no Ordinary Shares 200,000,000 0.0001 3,075,000 375,000 375,000 Rights |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 2 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
SUBSEQUENT EVENTS | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On May 8, 2024 the Company received the payment for the subscription receivable from EBC. Commencing on the May 16, 2024, the Sponsor will charge the Company an allocable share of its overhead, up to $ 10,000 As disclosed within the notes, the registration statement for the Company’s Initial Public Offering was declared effective on May 16, 2024. On May 21, 2024, the Company consummated the Initial Public Offering of 10,000,000 100,000,000 2,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 400,000 10.00 4,000,000 On May 23, 2024, the underwriters exercised their over-allotment option in full to purchase an additional 1,500,000 1,500,000 10.00 15,000,000 37,500 375,000 115,575,000 300,000 On May 23, 2024, as a result of the underwriters’ election to fully exercise their over-allotment option, an aggregate of 375,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 2 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 17, 2024, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 28, 2024. The interim results for the period from February 5, 2024 (inception) through March 31, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2024 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act 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 statement 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 statements 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 statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 |
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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no The Company is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. 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. |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering. |
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 |
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. |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | ||
May 23, 2024 | May 21, 2024 | May 16, 2024 | Mar. 31, 2024 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Dissolution expenses | $ 100,000 | |||
Public shares outstanding | $ 10.05 | |||
Public share due to reductions | $ 10.05 | |||
Cash | $ 0 | |||
Working capital deficit | 333,093 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 10,000,000 | |||
Sale of shares, price per share | $ 10 | |||
Sale of units in initial public offering aggregate amount | $ 100,000,000 | |||
Gross proceeds | 2,000,000 | |||
Transaction costs | 6,060,382 | |||
Underwriting fees | 2,000,000 | |||
Deferred underwriting fees | 3,500,000 | |||
Other offering costs | $ 560,382 | |||
Proceeds from Initial Public Offering | $ 115,575,000 | |||
Share price | $ 10.05 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 37,500 | 400,000 | 400,000 | |
Sale of shares, price per share | $ 10 | $ 10 | $ 10 | |
Sale of units in initial public offering aggregate amount | $ 375,000 | $ 4,000,000 | $ 4,000,000 | |
Additional shares | 37,500 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 1,500,000 | 1,500,000 | ||
Sale of shares, price per share | $ 10 | |||
Gross proceeds | $ 15,000,000 | |||
Transaction costs | 825,000 | |||
Underwriting fees | 300,000 | |||
Other offering costs | $ 525,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended |
May 23, 2024 | Mar. 31, 2024 | |
Accounting Policies [Abstract] | ||
Weighted average aggregate shares | 375,000 | 375,000 |
Unrecognized tax benefits | $ 0 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - $ / shares | 1 Months Ended | 2 Months Ended | |
May 23, 2024 | May 21, 2024 | Mar. 31, 2024 | |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 10,000,000 | ||
Sale of units per share | $ 10 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 1,500,000 | 1,500,000 | |
Sale of units per share | $ 10 |
PRIVATE PLACEMENTS (Details Nar
PRIVATE PLACEMENTS (Details Narrative) - $ / shares | 1 Months Ended | 2 Months Ended | ||
May 23, 2024 | May 21, 2024 | May 16, 2024 | Mar. 31, 2024 | |
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 37,500 | 400,000 | 400,000 | |
Sale of units per share | $ 10 | $ 10 | $ 10 | |
Private Placement [Member] | Sponsor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares purchased | 33,281 | 355,000 | ||
Private Placement [Member] | E B C [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares purchased | 4,219 | 45,000 | ||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 1,500,000 | 1,500,000 | ||
Sale of units per share | $ 10 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | |||
Feb. 15, 2024 | May 23, 2024 | May 16, 2024 | Mar. 31, 2024 | Feb. 28, 2024 | |
Related Party Transaction [Line Items] | |||||
Advance from related party | $ 118,233 | ||||
Issuance of Founder Shares | 25,000 | ||||
Due to related party | 93,233 | ||||
Administration fee | $ 10,000 | ||||
Founder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Aggregate value of shares, shares | 2,875,000 | ||||
Aggregate value of shares | $ 25,000 | ||||
Shares subject to forfeiture | 375,000 | ||||
Shares issued | 200,000 | ||||
Purchase price | $ 0.0087 | ||||
Aggregate amount | $ 1,739 | ||||
Unpaid amount | $ 1,739 | ||||
Number of shares forfeiture | 375,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | |
May 23, 2024 | May 21, 2024 | Mar. 31, 2024 | |
Subsidiary, Sale of Stock [Line Items] | |||
Cash underwriting discount | $ 300,000 | $ 2,000,000 | |
Percentage of underwriting deferred Commission | 3.50% | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 1,500,000 | 1,500,000 | |
Proceeds from Initial Public Offering | $ 15,000,000 | ||
Aggregate amount | $ 3,500,000 | ||
Option exercised | 4,025,000 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of units in initial public offering | 10,000,000 | ||
Proceeds from Initial Public Offering | $ 2,000,000 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - $ / shares | 1 Months Ended | 2 Months Ended |
May 23, 2024 | Mar. 31, 2024 | |
Equity [Abstract] | ||
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, par value | $ 0.0001 | |
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, shares issued | 3,075,000 | |
Common stock, shares outstanding | 3,075,000 | |
Weighted average aggregate shares | 375,000 | 375,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | ||
May 23, 2024 | May 21, 2024 | May 16, 2024 | Mar. 31, 2024 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Administration fee | $ 10,000 | |||
Cash underwriting discount | $ 300,000 | $ 2,000,000 | ||
Deposited in trust account | $ 115,575,000 | |||
Founder [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares forfeiture | 375,000 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 10,000,000 | |||
Sale of units in initial public offering aggregate amount | $ 100,000,000 | |||
Sale of shares, price per share | $ 10 | |||
Gross proceeds | $ 2,000,000 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 37,500 | 400,000 | 400,000 | |
Sale of units in initial public offering aggregate amount | $ 375,000 | $ 4,000,000 | $ 4,000,000 | |
Sale of shares, price per share | $ 10 | $ 10 | $ 10 | |
Additional shares | 37,500 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 1,500,000 | 1,500,000 | ||
Sale of shares, price per share | $ 10 | |||
Gross proceeds | $ 15,000,000 |