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SHAREHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
SHAREHOLDERS’ EQUITY

NOTE 7 - SHAREHOLDERS’ EQUITY

 

Preferred Shares - The Company is authorized to issue 2,000,000 preferred shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2024, there were no preferred shares issued or outstanding.

 

Ordinary Shares - The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share.

 

On February 23, 2023, our sponsor, Bayview Holding LP, acquired 1,437,500 founder shares for an aggregate price of $25,000. 963,125 founder shares were transferred to our sponsor Peace Investment Holdings Limited on March 14, 2023.

 

On December 14, 2023, the Company issued 287,500 founder shares for a consideration of $100, resulting in Bayview Holding LP holding a total of 569,250 founder shares and Peace Investment Holdings Limited holding a total of 1,155,750 founder shares. The payment of $100 was received on December 27, 2023. The issuance was considered as a nominal issuance, in substance a recapitalization transaction, which was recorded and presented retroactively. On December 14, 2023, simultaneously with the closing of the IPO, the Company consummated the private sale of 232,500 Private Placement Units, which includes 232,500 ordinary shares owned by the Sponsors.

 

On January 28, 2024, a total of 225,000 ordinary shares were forfeited by the Sponsors as the underwriters did not exercise their over-allotment option.

 

Considered the nominal issuance, there was 1,725,00 ordinary shares issued and outstanding and no 6,000,000 public ordinary shares subject to redemption as of June 30, 2023. A total of 225,000 ordinary shares held by the Sponsors were subject to forfeiture as of June 30, 2023.

 

As of June 30, 2024 and December 31, 2023, there were 1,732,500 and 1,957,500 ordinary shares issued and outstanding, respectively, excluding the 6,000,000 ordinary shares subject to possible redemption, which are presented as temporary equity.

 

Rights - Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the business combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.