Cover
Cover - shares | 4 Months Ended | |
Jun. 30, 2023 | Aug. 25, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
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 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 | 9,166,500 | |
Units, each Consisting of One Ordinary Share and One Right [Member] | ||
Title of 12(b) Security | Units, each consisting of one ordinary share and one right | |
Trading Symbol | BOWNU | |
Security Exchange Name | NASDAQ | |
Ordinary Shares, par value $0.0001 per share [Member] | ||
Title of 12(b) Security | Ordinary Shares, par value $0.0001 per share | |
Trading Symbol | BOWN | |
Security Exchange Name | NASDAQ | |
Rights, each Entitling the Holder to One-tenth of One Ordinary Share upon the Completion of the Companys Initial Business Combination [Member] | ||
Title of 12(b) Security | Rights, each entitling the holder to one-tenth of one ordinary share upon the completion of the Company’s initial business combination | |
Trading Symbol | BOWNR | |
Security Exchange Name | NASDAQ |
Balance Sheet (Unaudited)
Balance Sheet (Unaudited) | Jun. 30, 2023 USD ($) | |
ASSETS | ||
Cash | $ 2,520 | |
Deferred offering costs | 1,185,732 | |
Prepaid expenses | 961 | |
Total Assets | 1,189,213 | |
Current Liabilities: | ||
Accrued offering costs and expenses | 2,505 | |
Total Current Liabilities | 151,318 | |
Total Liabilities | 151,318 | |
Commitments and contingencies | ||
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; 1,905,000 shares issued and outstanding at June 30, 2023 | 191 | [1] |
Additional paid-in capital | 1,040,809 | |
Accumulated deficit | (3,105) | |
Total Shareholders’ Equity | 1,037,895 | |
Total Liabilities and Shareholders’ Equity | 1,189,213 | |
Related Party [Member] | ||
Current Liabilities: | ||
Due to related party | $ 148,813 | |
[1]Includes an aggregate of up to 225,000 |
Balance Sheet (Unaudited) (Pare
Balance Sheet (Unaudited) (Parenthetical) | 4 Months Ended |
Jun. 30, 2023 $ / shares shares | |
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 shares authorized | 200,000,000 |
Ordinary shares issued | 1,905,000 |
Ordinary shares outstanding | 1,905,000 |
Maximum [Member] | Over-Allotment Option [Member] | |
Ordinary shares subject to forfeiture | 225,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 4 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | ||
Income Statement [Abstract] | |||
Formation and operating costs | $ 3,105 | ||
Net loss | $ (3,105) | ||
Basic weighted average shares outstanding | [1] | 1,680,000 | 1,656,774 |
Diluted weighted average shares outstanding | [1] | 1,680,000 | 1,656,774 |
Basic net loss per common share | $ (0.002) | ||
Diluted net loss per common share | $ (0.002) | ||
[1]Excludes an aggregate of up to 225,000 |
Statements of Operations (Una_2
Statements of Operations (Unaudited) (Parenthetical) | 4 Months Ended |
Jun. 30, 2023 shares | |
Maximum [Member] | Over-Allotment Option [Member] | |
Ordinary shares subject to forfeiture | 225,000 |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Beginning balance, value at Feb. 16, 2023 | |||||
Beginning balance, shares at Feb. 16, 2023 | [1] | ||||
Issuance of ordinary shares to Sponsor | $ 173 | 24,827 | 25,000 | ||
Issuance of ordinary shares to Sponsor, shares | [1] | 1,725,000 | |||
Issuance of ordinary shares to Underwriter | $ 18 | 1,015,982 | 1,016,000 | ||
Issuance of ordinary shares to Underwriter, shares | [1] | 180,000 | |||
Net loss | (3,105) | (3,105) | |||
Ending balance, value at Mar. 31, 2023 | $ 191 | 1,040,809 | (3,105) | 1,037,895 | |
Ending balance, shares at Mar. 31, 2023 | [1] | 1,905,000 | |||
Beginning balance, value at Feb. 16, 2023 | |||||
Beginning balance, shares at Feb. 16, 2023 | [1] | ||||
Net loss | (3,105) | ||||
Ending balance, value at Jun. 30, 2023 | $ 191 | 1,040,809 | (3,105) | 1,037,895 | |
Ending balance, shares at Jun. 30, 2023 | [1] | 1,905,000 | |||
Beginning balance, value at Mar. 31, 2023 | $ 191 | 1,040,809 | (3,105) | 1,037,895 | |
Beginning balance, shares at Mar. 31, 2023 | [1] | 1,905,000 | |||
Net loss | |||||
Ending balance, value at Jun. 30, 2023 | $ 191 | $ 1,040,809 | $ (3,105) | $ 1,037,895 | |
Ending balance, shares at Jun. 30, 2023 | [1] | 1,905,000 | |||
[1]Includes an aggregate of up to 225,000 |
Statement of Changes in Share_2
Statement of Changes in Shareholders' Equity (Unaudited) (Parenthetical) | 4 Months Ended |
Jun. 30, 2023 shares | |
Maximum [Member] | Over-Allotment Option [Member] | |
Ordinary shares subject to forfeiture | 225,000 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 4 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (3,105) | |
Adjustment to reconcile net loss to net cash provided by operating activities | ||
Formation and operating costs | 3,105 | |
Net cash used in operating activities | ||
Cash flows from financing activities: | ||
Proceeds from issuance of founder shares | 2,520 | |
Net cash provided by financing activities | 2,520 | |
Net change in cash | 2,520 | |
Cash at beginning of period | ||
Cash at the end of period | $ 2,520 | 2,520 |
Supplemental disclosure of noncash financing activities | ||
Deferred offering costs paid by related party | 144,108 | |
Prepaid expenses paid by related party | 1,600 | |
Deferred offering costs adjusted from prepaid expenses | 639 | |
Deferred offering costs included in accrued expenses | 2,505 | |
Deferred offering costs paid by Sponsor in exchange for issuance of ordinary shares | $ 25,000 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 4 Months Ended |
Jun. 30, 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 June 30, 2023, the Company had not commenced any operations. All activity for the period from February 17, 2023 (inception) through June 30, 2023 relates to the Company’s formation and the initial public offering (“IPO”), 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 IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on July 11, 2023. On July 14, 2023, the Company consummated the IPO of 6,000,000 0.0001 one-tenth of one 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 $ 3,243,898 1,725,000 1,518,898 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”). However, if the Company has not completed a Business Combination within the Combination Period and shareholders have not otherwise amended the Amended and Restated Memorandum and Articles of Association to extend this period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% 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 the Company’s taxes, if any (less certain amount of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Going Concern Consideration As of June 30, 2023, the Company had cash of $ 2,520 147,837 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had a cash balance of $ 2,520 Deferred Offering Costs Deferred 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 will be charged to shareholders’ equity upon the completion of the IPO. As of June 30, 2023, the Company had deferred offering costs of $ 1,185,732 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net 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 225,000 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 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 | 4 Months Ended |
Jun. 30, 2023 | |
Initial Public Offering | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the IPO, 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 | 4 Months Ended |
Jun. 30, 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 the closing of the IPO on July 14, 2023, the Company consummated the private sale of 330,000 Each Private Placement Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination. On July 17, 2023, the underwriters exercised the over-allotment option in full. See Note 1 and Note 8 for more details. |
RELATED PARTIES
RELATED PARTIES | 4 Months Ended |
Jun. 30, 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 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. 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 no Due to Related Party The Sponsors paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts were due on demand and non-interest bearing. As of June 30, 2023, the amount due to the Sponsors was $ 148,813 Initial Accounting Service Fee The Company has engaged TenX Global Capital, a related party of the Company, to assist in the preparation of financial statements and other accounting consulting services. During the period from February 17, 2023 (inception) through June 30, 2023, a service fee of $ 10,000 20,000 10,000 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 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 4 Months Ended |
Jun. 30, 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. 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 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 equal to 3.5% 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 no |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 4 Months Ended |
Jun. 30, 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 As of June 30, 2023, there were 1,905,000 225,000 20 No Rights 1/10 1/10 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 4 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than noted below. On July 14, 2023, the Company consummated the IPO of 6,000,000 10.00 60,000,000 330,000 On July 17, 2023, the underwriters exercised the over-allotment option in full. See Note 1 for more details. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 4 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had a cash balance of $ 2,520 |
Deferred Offering Costs | Deferred Offering Costs Deferred 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 will be charged to shareholders’ equity upon the completion of the IPO. As of June 30, 2023, the Company had deferred offering costs of $ 1,185,732 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. |
Net 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 225,000 |
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 |
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 ($) | 4 Months Ended | |||
Jul. 18, 2023 | Jul. 17, 2023 | Jul. 14, 2023 | Jun. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Ordinary shares, par value | $ 0.0001 | |||
Rights | Holders of ordinary shares are entitled to one vote for each share | |||
Cash | $ 2,520 | |||
Working capital deficit | $ 147,837 | |||
Subsequent Event [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued during period shares new issues | 900,000 | |||
Price per share | $ 10 | |||
Proceeds from sale of units | $ 9,000,000 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Rights | 1/10 | |||
Price per share | $ 10 | |||
Stock issued during the period, shares | 6,000,000 | |||
IPO [Member] | Subsequent Event [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued during period shares new issues | 6,000,000 | |||
Ordinary shares, par value | $ 0.0001 | |||
Rights | one-tenth of one | |||
Price per share | $ 10 | |||
Proceeds from issuance of IPO | $ 60,000,000 | |||
Transaction cost | 3,243,898 | |||
Payments for underwriting expense | 1,725,000 | |||
Other offering costs | $ 1,518,898 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued during period shares new issues | 330,000 | |||
Private Placement [Member] | Subsequent Event [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued during period shares new issues | 31,500 | 330,000 | ||
Price per share | $ 10 | |||
Stock issued during the period, shares | 330,000 | |||
Proceeds from issuance of private placement | $ 3,300,000 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued during period shares new issues | 361,500 | |||
Stock issued during the period, shares | 900,000 | |||
Payments for underwriting expense | $ 1,725,000 | |||
Over-Allotment Option [Member] | Subsequent Event [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock issued during period shares new issues | 900,000 | |||
Price per share | $ 10 | |||
Stock issued during the period, shares | 900,000 | 900,000 | ||
Proceeds from sale of units | $ 9,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 4 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Property, Plant and Equipment [Line Items] | |
Cash | $ 2,520 |
Deferred offering costs | 1,185,732 |
Unrecognized tax benefits | 0 |
Accrued for interest and penalties | 0 |
Cash, FDIC insured amount | $ 250,000 |
Maximum [Member] | Over-Allotment Option [Member] | |
Property, Plant and Equipment [Line Items] | |
Ordinary shares subject to forfeiture | shares | 225,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) | 4 Months Ended |
Jun. 30, 2023 $ / shares shares | |
IPO [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Stock issued during the period, shares | 6,000,000 |
Price per share | $ / shares | $ 10 |
Stock holders equity related to initial public offering description | Each Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination. Ten Public Rights will entitle the holder to one ordinary share (see Note 7). The Company will not issue fractional shares and only whole shares will trade, so unless a holder purchased units in multiples of tens, such holder will not be able to receive or trade the fractional shares underlying the rights. |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Stock issued during the period, shares | 900,000 |
PRIVATE PLACEMENTS (Details Nar
PRIVATE PLACEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | |||||
Jul. 18, 2023 | Jul. 17, 2023 | Jul. 14, 2023 | Mar. 15, 2023 | Feb. 27, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Value of stock issued | $ 25,000 | ||||||
Subsequent Event [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued | 900,000 | ||||||
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 | 330,000 | ||||||
Value of stock issued | $ 3,300,000 | ||||||
Private Placement [Member] | Subsequent Event [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued | 31,500 | 330,000 | |||||
Stock holders equity related to private placement description | Each Private Placement Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination. | ||||||
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 | ||||||
Over-Allotment Option [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 | ||||||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued | 900,000 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | |||||
Jul. 18, 2023 | Jul. 17, 2023 | Jul. 11, 2023 | Mar. 15, 2023 | Feb. 27, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | |||||||
Value of stock issued | $ 25,000 | ||||||
Deferred offering costs | $ 1,185,732 | ||||||
Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 900,000 | ||||||
Number of shares subject to forfeiture | 0 | ||||||
Administrative fee | $ 10,000 | ||||||
Ten X Global Capital [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Service fee | 10,000 | ||||||
Deferred offering costs | 20,000 | ||||||
Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party | 148,813 | ||||||
Promissory Note [Member] | Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory note aggregate principal amount outstanding | $ 300,000 | $ 0 | |||||
Over-Allotment Option [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 361,500 | ||||||
Value of stock issued | $ 3,615,000 | ||||||
Ordinary share price | $ 10 | ||||||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 900,000 | ||||||
Sponsors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | 1,725,000 | ||||||
Value of stock issued | $ 25,000 | ||||||
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 | ||||||
Ordinary share price | $ 5.65 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 4 Months Ended | ||
Jul. 18, 2023 | Jul. 17, 2023 | Jun. 30, 2023 | |
Related Party [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Accrued liabilities | $ 0 | ||
Business Combination Marketing Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Maximum percentage of service fee on gross proceeds from business combination | 3.50% | ||
Accounting Service Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Fixed quarterly rate for services | $ 5,250 | ||
Subsequent Event [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Price per share | $ 10 | ||
Gross proceeds | $ 9,000,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued during the period, shares | 900,000 | ||
Cash underwriting discount per unit | $ 0.25 | ||
Aggregate cash underwriting discount | $ 1,500,000 | ||
Payments for underwriting expense | $ 1,725,000 | ||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued during the period, shares | 900,000 | 900,000 | |
Price per share | $ 10 | ||
Gross proceeds | $ 9,000,000 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - $ / shares | 4 Months Ended | ||
Jul. 17, 2023 | Jul. 14, 2023 | Jun. 30, 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 | ||
Rights | Holders of ordinary shares are entitled to one vote for each share | ||
Common stock, shares issued | 1,905,000 | ||
Common stock, shares outstanding | 1,905,000 | ||
Subsequent Event [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Ordinary shares subject to forfeiture | 0 | ||
Founder [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Equity percent | 20% | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Rights | 1/10 | ||
IPO [Member] | Subsequent Event [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value | $ 0.0001 | ||
Rights | one-tenth of one | ||
Maximum [Member] | Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Ordinary shares subject to forfeiture | 225,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | ||
Jul. 18, 2023 | Jul. 14, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | ||||
Value of stock issued | $ 25,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued | 900,000 | |||
IPO [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued | 6,000,000 | |||
Price per share | $ 10 | |||
Value of stock issued | $ 60,000,000 | |||
Private Placement [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued | 330,000 | |||
Value of stock issued | $ 3,300,000 | |||
Private Placement [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued | 31,500 | 330,000 | ||
Aggregate purchase of private placement units | 330,000 |