SHAREHOLDERS’ EQUITY |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| SHAREHOLDERS’ EQUITY | NOTE 7 — SHAREHOLDERS’ EQUITY
Preferred Shares — The Company is authorized to issue preferred shares with a par value of $ 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, 2026 and December 31, 2025, there were preferred shares issued or outstanding.
Ordinary Shares — The Company is authorized to issue ordinary shares with a par value of $ per share. Holders of ordinary shares are entitled to one vote for each share.
On February 23, 2023, our sponsor, Bayview Holding LP, acquired founder shares for an aggregate price of $25,000. founder shares were transferred to our sponsor Peace Investment Holdings Limited on March 14, 2023.
On December 14, 2023, the Company issued founder shares for a consideration of $, resulting in Bayview Holding LP holding a total of founder shares and Peace Investment Holdings Limited holding a total of 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 January 28, 2024, a total of ordinary shares were forfeited by the Sponsors as the underwriters’ over-allotment option expired unexercised.
On December 19, 2023, the Sponsors purchased an aggregate of private placement units at a price of $ per unit for a total purchase price of $2,325,000 in a private placement.
As of June 30, 2026 and December 31, 2025, there were ordinary shares issued and outstanding, excluding the and 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.
Redemptions — In connection with the extraordinary general meeting held on June 17, 2025, holders of Ordinary Shares exercised their rights to redeem their shares for cash at a redemption price of approximately $ per share, for an aggregate redemption amount of approximately $21,826,501.
In connection with the extraordinary general meeting held on December 12, 2025, holders of Ordinary Shares exercised their rights to redeem their shares for cash at a redemption price of approximately $ per share, for an aggregate redemption amount of approximately $8,456,654.
In connection with the general meeting held on May 28, 2026, the holders of Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $ per share, for an aggregate redemption amount of approximately $1,503,643.
The redemption amounts were paid from the Company’s Trust Account, and the redeemed shares were cancelled.
As a result of these redemptions, a total of and Ordinary Shares were redeemed during the six months ended June 30, 2026, and June 30, 2025, for an aggregate redemption amount of approximately $1,503,643 and $21,826,501. The redemption amounts were paid from the Company’s Trust Account, and the redeemed shares were cancelled.
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