What changed in this filing

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Item 1. Financial Statements

2023-08-11 compared with 2023-05-22 · 173 added, 217 removed, 383 unchanged (50% of the section changed)

1 unchanged sentence

ACQUISITION CORP

March 31, 2023

December 31, 2022

current assets

Prepaid expenses

Total current assets

Prepaid expenses – Non-current

Marketable securities held in trust account

LIABILITIES, REDEEMABLE COMMON STOCK, AND SHAREHOLDERS’ EQUITY

expenses – Non-current

securities held in trust account

REDEEMABLE COMMON STOCK, AND SHAREHOLDERS’ EQUITY

Payable and accrued offering costs and expenses

to related party

Current Liabilities

Accounts Payable and accrued offering costs and expenses

Due to related party

Total Current Liabilities

Commitments and contingencies

Common stock subject to possible redemption ( 6,900,000

shares at $ 10.32 and $ 10.20

per share as of March 31, 2023 and December 31, 2022)

Shareholders’ Equity:

Preferred stock, $ 0.0001 par value;

and contingencies

Common stock subject

to possible redemption ( 6,900,000 shares at $ 10.44 and $ 10.20 per share as of June 30, 2023 and December 31, 2022)

Shareholders’

stock, $ 0.0001 par value;

2,000,000 shares authorized;

none issued and outstanding

Ordinary shares, $ 0.0001 par value;

Ordinary shares,

shares authorized;

2,280,500 shares issued and

Additional paid-in capital

Retained earnings (Accumulated deficit)

Total Shareholders’ Equity

T otal Liabilities, Redeemable Common Stock, and Shareholders’ Equity

accompanying notes are an integral part of these financial statement.

shares issued and outstanding

paid-in capital

earnings (Accumulated deficit)

Shareholders’ Equity

Liabilities, Redeemable Common Stock, and Shareholders’ Equity

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

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Three Months Ended

March 31, 2023

For the Period from January 14, 2022 (Inception) Through

March 31, 2022

Formation and operating costs

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Net income (loss)

Weighted average common stock outstanding, common stock subject to possible redemption

Basic and diluted net income per share, common stock subject to redemption

Weighted average common stock outstanding, common stock, non-redeemable (1)

Weighted average common stock

Basic and diluted net income (loss) per share, common stock, non-redeemable

Basic and diluted net income (loss) per share

an aggregate of 225,000

subject to forfeiture at March 31, 2022 (see Note 5).

accompanying notes are an integral part of these financial statement.

Weighted average common stock outstanding, common stock

subject to possible redemption

Basic and diluted net income per share, common stock

subject to redemption

Basic net income per share, common stock

subject to redemption

Weighted average common stock outstanding, common stock,

non-redeemable (1)

Weighted average common stock outstanding, common stock,

non-redeemable

Basic and diluted net loss per share, common stock,

non-redeemable

Basic net loss per share, common stock,

non-redeemable

Excluded an aggregate of 225,000

shares subject to forfeiture at June 30, 2022 (see Note 5).

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

OF CHANGES IN SHAREHOLDERS’ EQUITY

THE THREE MONTHS ENDED MARCH 31, 2023

Additional paid-in capital

Retained Earnings Accumulated deficit

Total shareholders’ equity

Balance as of January 1, 2023

Accretion for common stock subject to redemption amount

Balance as of March 31, 2023

THE PERIOD FROM JANUARY 14, 2022 (INCEPTION) THROUGH MARCH 31, 2022

Additional paid-in capital

Accumulated deficit

Total shareholders’ equity

Balance as of January 14, 2022 (inception)

Common stock issued to Sponsor (1) (1)

Net income (loss)

Balance as of March 31, 2022

(1) Included an aggregate of 225,000 shares subject to forfeiture at March 31, 2022 (see Note

accompanying notes are an integral part of these financial statement.

THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

shareholders’

as of January 1, 2023

for common stock subject to redemption amount

as of March 31, 2023

for common stock subject to redemption amount

as of June 30, 2023

THE PERIOD FROM JANUARY 14, 2022 (INCEPTION) THROUGH JUNE 30, 2022

shareholders’

as of January 14, 2022 (inception)

stock issued to Sponsor (1)

income (loss )

as of March 31, 2022

as of June 30 ,2022

Included an aggregate of 225,000 shares subject to forfeiture

at June 30, 2022 (see Note 5).

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

OF CASH FLOWS

For the Three Months Ended March 31, 2023

For the Period from January 14, 2022 (inception) through March 31, 2022

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net loss to net cash provided by operating activities:

Prepaid expense

Deferred offering costs

Accounts payable and accrued offering costs and expenses

Due to related party

Trust investment income

Net cash used in operating activities

Net change in cash

Cash at beginning of period

Cash at end of period

Supplemental disclosure of noncash investing and financing activities

Accretion for common stock subject to redemption amount

Deferred offering costs paid by Sponsor in exchange for issuance of common stock

accompanying notes are an integral part of these financial statement.

June 30, 2023

the Period from

June 30, 2022

flows from operating activities:

income (loss)

to reconcile net loss to net cash provided by operating activities:

offering costs

payable and accrued offering costs and expenses

to related party

investment income

( 1,637,673 )

cash used in operating activities

change in cash

Cash at beginning

at end of period

disclosure of noncash investing and financing activities

for common stock subject to redemption amount

offering costs paid by Sponsor in exchange for issuance of common stock

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

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stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth

of March 31, 2023, the Company had not commenced any operations.

of June 30, 2023, the Company had not commenced any operations.

All activity for the period from January 14, 2022 (inception) through

March 31, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which

June 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which

is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

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also consummated the sale of an additional 40,500 Private Units at $ 10.00 per Private Unit, generating total proceeds of $ 405,000 .

of March 31, 2023, transaction costs related to the issuances described above amounted to $ 3,734,629 consisting of $ 1,725,000 of underwriting

of June 30, 2023, transaction costs related to the issuances described above amounted to $ 3,734,629 consisting of $ 1,725,000 of underwriting

fees, $ 629,929 of other offering costs, and $ 1,425,000 to trust account.

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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 any Public Shares purchased during or after the Proposed

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.

and Articles of Association, conduct the redemptions pursuant to the tender offer rules of 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 any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business

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

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However, management has determined that

the combination period is less than one year from the date of the issuance of the financial statement.

the combination period is less than one year from the date of the issuance of the financial statements.

There is no assurance that the

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As a result, there is substantial

doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statement are

doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are

issued or are available to be issued.

The financial statement does not include any adjustments that might result from the outcome of

The financial statements does not include any adjustments that might result from the outcome of

the uncertainty.

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have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the

specific impact is not readily determinable as of the date of these condensed financial statements.

The condensed financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash

At March 31, 2023 and December 31, 2022, the Company had a cash balance of $ 310,950

and $ 659,035 , respectively.

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

At June 30, 2023 and December 31, 2022, the Company had a cash balance of $ 220,799 and $ 659,035 , respectively.

securities Held in Trust Account

March 31, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which

June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which

are invested only in U.S.

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government securities.

Income earned on these investments will be fully reinvested

into the investments held in Trust Account and therefore considered as an adjustment to reconcile net income (loss) to net cash used in

operating activities in the condensed statements of cash flows.

Such income reinvested will be used to redeem all or a portion of the

ordinary shares upon the completion of business combination.

March 31, 2023, the Company had $ 71,221,220 in

investments held in the Trust Account, including interest income of $ 802,992

which will fully be reinvested in U.S.

earned on these investments will be fully reinvested into the investments held in Trust Account and therefore considered as an adjustment

to reconcile net income (loss) to net cash used in operating activities in the statements of cash flows.

Such income reinvested will

be used to redeem all or a portion of the ordinary shares upon the completion of business combination.

June 30, 2023, the Company had $ 72,055,901 in investments held in the Trust Account, including interest income of $ 834,681 for the three

months ended June 30, 2023 which will fully be reinvested in U.S.

Treasury securities.

Costs associated with a Public Offering

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Stock Subject to Possible Redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480

“ Distinguishing Liabilities from Equity ”.

Common stock subject to mandatory redemption is classified as a

liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that feature

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events

not solely within the Company’s control) are classified as temporary equity.

At all other times, common stock is classified as

stockholders’ equity.

The Company’s common stock feature certain redemption rights that are considered by the Company to

be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at March 31, 2023

and December 31, 2022, the common stock subject to possible redemption in the amount of $ 71,221,220 and $ 70,380,000 , respectively,

are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance

March 31, 2023 and December 31, 2022, the common stock reflected in the condensed balance sheets are reconciled in the following table:

Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing

Liabilities from Equity ”.

Common stock subject to mandatory redemption is classified as a liability instrument and is measured

at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the

control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

are classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

The Company’s

common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject

to the occurrence of uncertain future events.

Accordingly, at June 30, 2023 and December 31, 2022, the common stock subject to possible

redemption in the amount of $ 72,055,901 and $ 70,380,000 , respectively, are presented as temporary equity, outside of the shareholders’

equity section of the Company’s balance sheet.

June 30, 2023 and December 31, 2022, the common stock reflected in the balance sheets are reconciled in the following table:

SCHEDULE OF INITIAL PUBLIC OFFERING PROCEEDS TO COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

Initial Public Offering, including over-allotment

Private Placement

Cash to the operating account

Underwriting expenses

Other offering expenses

Amount held back for Sponsor portion of risk capital in event of full exercise of the over-allotment

Balance, December 31, 2022

Accretion for common stock subject to redemption amount

Balance, March 31, 2023

Public Offering, including over-allotment

to the operating account

offering expenses

held back for Sponsor portion of risk capital in event of full exercise of the over-allotment

December 31, 2022

for common stock subject to redemption amount

March 31, 2023

for common stock subject to redemption amount

June 30, 2023

Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred

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to be realized.

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

unrecognized tax benefits and no

amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022.

The Company is currently not aware of any

issues under review that could result in significant payments, accruals or material deviation from its position.

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 unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023

and December 31, 2022.

The Company is currently not aware of any issues under review that could result in significant payments, accruals

or material deviation from its position.

is currently no taxation imposed on income by the Government of the Cayman Islands.

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INITIAL PUBLIC OFFERING

to the Initial Public Offering, the Company sold 6,000,000 Units

at a price of $ 10.00 per

Unit consists of one share of common stock and one right to receive one-tenth (1/10) of one Common Stock upon the consummation of

the Company’s initial business combination one right (“Public Right”) .

to the Initial Public Offering, the Company sold 6,000,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one share of common

stock and one right to receive one-tenth (1/10) of one Common Stock upon the consummation of the Company’s initial business combination

one right (“Public Right”).

Ten Public Rights will entitle the holder to one share of common stock (see Note 7).

We will not issue fractional shares and only

whole shares will trade, so unless you purchase units in multiple of tens, you will not be able to receive or trade the fractional

shares underlying the rights.

On December 29, 2022, our Underwriter fully exercised their over-allotment option, resulting in an additional 900,000

Units issued for an aggregate amount of $ 9,000,000 .

not issue fractional shares and only whole shares will trade, so unless you purchase units in multiple of tens, you will not be able

to receive or trade the fractional shares underlying the rights.

On December 29, 2022, our Underwriter fully exercised their over-allotment

option, resulting in an additional 900,000 Units issued for an aggregate amount of $ 9,000,000 .

PRIVATE PLACEMENT

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the private sale of 390,000 Private Placement Units.

consists of one share of common stock and one right to receive one-tenth (1/10) of one share of Common Stock upon the consummation of

the Company’s initial business combination (“Private Right”) .

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 (including

the underlying securities) will not be transferable, assignable, or salable until the completion of a Business Combination, subject to

certain exceptions.

In connection with the underwriter’s full exercise of their over-allotment option, the Company

also consummated the sale of an additional 40,500 Private Units at $ 10.00 per Private Unit, generating total proceeds of $ 405,000 .

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 390,000 Private Placement

Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of one share of Common Stock upon the

consummation of the Company’s initial business combination (“Private Right”).

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

(including the underlying securities) will not be transferable, assignable, or salable until the completion of a Business Combination,

subject to certain exceptions.

connection with the underwriter’s full exercise of their over-allotment option, the Company also consummated the sale of an additional

40,500 Private Units at $ 10.00 per Private Unit, generating total proceeds of $ 405,000 .

RELATED PARTY TRANSACTIONS

5 unchanged sentences

on December 29, 2022, no founder shares are currently subject to forfeiture.

Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur

April 18, 2023, AlphaVest Holding LP, one of our sponsors, transferred an aggregate of 1,035,000 founder shares to Peace Capital Limited,

our other sponsor.

Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur

(A) six months after the completion of the initial Business Combination and (B) the date on which we complete a liquidation, merger,

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liquidation, the Company will cease paying these monthly fees.

For the three months ended March 31, 2023, the Company incurred $ 30,000

For the three months ended June 30, 2023, the Company incurred $ 30,000

in fees for these services.

For the period from January 14, 2022 (inception) through March 31, 2022, the Company did not incur any fees

For the period from January 14, 2022 (inception) through June 30, 2022, the Company did not incur any fees

for these services.

2 unchanged sentences

Company could borrow up to an aggregate of $ 150,000 to cover expenses related to the Initial Public Offering.

As of March 31, 2023, there

As of June 30, 2023, there

were no borrowings outstanding under the Promissory Note and the Promissory Note then expired.

1 unchanged sentence

For the three months

ended March 31, 2023, the Company incurred $ 79 in fees for these services.

For the period from January 14, 2022 (inception) through March

ended June 30, 2023, the Company incurred $ 943 in fees for these services.

For the period from January 14, 2022 (inception) through June

30, 2022, the Company did not incur any fees for these services.

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at the Proposed Public Offering price less the underwriting discounts and commissions.

As of March 31, 2023, the underwriter has fully

As of June 30, 2023, the underwriter has fully

exercised the over-allotment.

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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 March 31, 2023, there were no shares of preferred shares issued or outstanding.

As of June 30, 2023, there were no shares of preferred shares issued or outstanding.

Stock — The Company is authorized to issue 200,000,000 common stock with a par value of $ 0.0001 per share Holders of common

stock are entitled to one vote for each share.

February 7, 2022, the Sponsor received 1,725,000

shares of the Company’s common stock in exchange for $ 25,000

paid for deferred offering costs borne by the Founder.

Out of the 1,725,000

shares of common stock, an aggregate of up to 225,000

shares of common stock were subject to forfeiture to the extent that the over-allotment option is not exercised

in full or in part so that the number of Founder Shares will equal 20 %

of the Company’s issued and outstanding common stock after the Proposed Public Offering (excluding Private Shares).

February 7, 2022, the Sponsor received 1,725,000 shares of the Company’s common stock in exchange for $ 25,000 paid for deferred

offering costs borne by the Founder.

Out of the 1,725,000 shares of common stock, an aggregate of up to 225,000 shares of common stock

were subject to forfeiture to the extent that the over-allotment option is not exercised in full or in part so that the number of Founder

Shares will equal 20 % of the Company’s issued and outstanding common stock after the Proposed Public Offering (excluding Private

July 11, 2022, EBC received an aggregate of 125,000 shares of common stock (“EBC Founder Shares”) for an aggregate purchase

13 unchanged sentences

by EBC) at a price of $ 10.00 per unit.

of March 31, 2023, there were 2,280,500 shares of common stock issued and outstanding, excluding 6,900,000 of common stock subject to

of June 30, 2023, there were 2,280,500 shares of common stock issued and outstanding, excluding 6,900,000 of common stock subject to

possible redemption which are presented as temporary equity.

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Trading Securities are recorded at fair market value on the accompanying balance sheet.

March 31, 2023, assets held in the Trust Account were comprised of $ 71,221,220

in a mutual fund that is invested primarily in U.S.

Treasury Securities.

Through March 31, 2023, the Company did not withdraw any of

the interest earned on the Trust Account.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31,

June 30, 2023, assets held in the Trust Account were comprised of $ 72,055,901 in a mutual fund that is invested primarily in U.S.

Through June 30, 2023, the Company did not withdraw any of the interest earned on the Trust Account.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30,

2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Trading Securities

March 31, 2023

Marketable securities held in the Trust Account

December 31, 2022

Marketable securities held in the Trust Account

securities held in the Trust Account

SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial

statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment

or disclosure in the condensed financial statements.

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

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.

Share Transfer

April 18, 2023, AlphaVest Holding LP, our sponsor, transferred an aggregate of 1,035,000 founder shares to Peace Capital Limited, our

other sponsor.

Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and

Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to

differ materially from those expected and projected.

All statements, other than statements of historical fact included in this Form 10-Q

including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial

position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek”

and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements

relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed

in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied.

For information

identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements,

please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S.

Securities and Exchange

Commission (the “SEC”) on March 31, 2023.

The Company’s securities filings can be accessed on the EDGAR section of

the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention

or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements