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Item 7. Management’s Discussion and Analysis

2024-04-16 compared with 2023-03-31 · 145 added, 116 removed, 59 unchanged (82% of the section changed)

16 unchanged sentences

stock purchase, reorganization or similar business combination with one or more businesses.

of Operations and Known Trends or Future Events

While we intend to focus our search on businesses

in Asia, we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination.

We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive

discussions, directly or indirectly, with any business combination target.

We intend to effectuate our initial business combination using

cash from the proceeds of this offering and the private placement of the private units, the proceeds of the sale of our securities in

connection with our initial business combination, our shares, debt or a combination of cash, stock and debt.

expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete

a Business Combination will be successful.

of Operations

have not generated any revenues to date, and we will not be generating any operating revenues until the closing and completion of our

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We have, and expect to continue

to generate, non-operating income in the form of interest income and unrealized gains on investments held in the Trust Account.

to continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing

compliance), as well as for due diligence expenses in connection with the search for a Business Combination target.

to generate income in the form of interest income and unrealized gains on investments held in the Trust Account.

We expect to continue

to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses in connection with the search for a Business Combination target.

have neither engaged in any operations nor generated any revenues to date.

Our only activities since inception have been organizational

activities and those necessary to prepare for the IPO.

Following the IPO, we will not generate any operating revenues until after completion

of our initial business combination.

We will generate non-operating income in the form of interest income on cash and cash equivalents

after the IPO.

After the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting,

accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.

We expect our expenses to increase substantially after the closing of the IPO.

the year ended December 31, 2022, we had net loss of $42,578, which consisted of operating cost of $80,806, offset by interest income

on investment held in the Trust Account of $38,228.

Following the IPO, we will not generate any operating

revenues until after completion of our initial business combination.

We generate income in the form of interest income on cash

and cash equivalents after the IPO.

After the IPO, we expect to incur increased expenses as a result of being a public company (for

legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective

business combination candidates.

We expect our expenses to increase substantially in connection with the search for a Business Combination target.

the year ended December 31, 2023, we had a net income of $2,904,174, which consists of interest earned on marketable securities held

in Trust Account and bank interest income of $3,580,492, offset by formation and operating costs of $676,318.

the period from January 14, 2022 (inception) through the year ended December 31, 2022, we had a net loss of $42,578, which consists of

interest earned on marketable securities held in Trust Account and bank interest income of $38,228, offset by formation and operating

costs of $80,806.

Capital Resources, and Going Concern

December 22, 2022, we consummated the IPO of 6,000,000 Units, and, with respect to the shares of

common stock included in the Units sold, the Public Shares at $10.00 per Unit, generating gross proceeds of $60,000,000.

Simultaneously

with the closing of the Initial Public Offering, we consummated the sale of 390,000 Private Units at a price of $10.00 per Private Unit

in a private placement to the Sponsor and EBC (365,000 private units to Sponsor and 25,000 private units to EBC), generating gross proceeds

of $3,900,000.

December 29, 2022, the underwriter fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an

aggregate amount of $9,000,000.

In connection with the underwriters’ full exercise of their over-allotment option, we also consummated

the sale of an additional 40,500 Private Units to the Sponsor and EBC on a pro rata basis (37,904 private units to the Sponsor and 2,596

private units to EBC) at $10.00 per Private Unit, generating total proceeds of $405,000.

December 22, 2022, we consummated the Initial Public Offering of 6,000,000 Units and, with respect to the ordinary shares

included in the Units sold, the Public Shares at $10.00 per Unit, generating gross proceeds of $60,000,000.

Simultaneously with the closing

of the Initial Public Offering, we consummated the sale of 390,000 Private Units at a price of $10.00 per Private Unit in a private placement

to the Sponsor and EBC (365,000 private units to Sponsor and 25,000 private units to EBC), generating gross proceeds of $3,900,000.

December 29, 2022, EBC fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an aggregate

amount of $9,000,000.

In connection with the EBC’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.

the full exercise of over-allotment option, and the sale of the Private Units, an amount of $70,380,000 ($10.20 per Unit) was placed

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The funds held in the Trust Account may be invested in U.S.

government securities, within the meaning set forth

in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of

185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions

of Rule 2a-7 of the Investment Company Act, as determined by the us, until the earlier of:

(i) the completion of a business combination

or (ii) the distribution of the trust account.

of December 31, 2022, we had marketable securities held in the Trust Account of $70,418,228 (including $38,228 of interest income) consisting

Treasury Bills with a maturity of 185 days or less.

Interest income on the balance in the Trust Account may be used by us to

Through December 31, 2022, we have not withdrawn any interest earned from the Trust Account.

intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust

account, to complete our initial business combination.

To the extent that our capital stock or debt is used, in whole or in part, as

consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working

capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

government securities with a maturity of 185 days or

less or in any open-ended investment company that holds itself out as a money market fund selected by us.

We intend to use substantially

all of the funds held in the trust account, including any amounts representing interest earned on the trust account, to complete our

initial business combination.

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete

our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations

of the target business or businesses, make other acquisitions and pursue our growth strategies.

of December 31, 2023, we had marketable securities held in the trust account of $50,880,604 (including

$3,580,311 of interest income for the year ended December 31, 2023) consisting of U.S.

Treasury Bills with a maturity of 185 days or

Interest income on the balance in the trust account may be used by us to pay taxes.

Through December 31, 2023, we have not withdrawn

any interest earned from the trust account.

of December 31, 2023, we had cash of $28,560.

We will use these funds to identify and evaluate target businesses, perform business due

diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses

We intend to use these funds to identify and evaluate target businesses, perform business

due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses

or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure,

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third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust

do not believe we will need to raise additional funds following the IPO in order to meet the expenditures required for operating our

However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating

an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate

our business prior to our initial business combination.

Moreover, we may need to obtain additional financing either to complete our initial

business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial

business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

addition, we are targeting businesses larger than we could acquire with the net proceeds of the IPO and the sale of the Private Units,

and may as a result be required to seek additional financing to complete such proposed initial business combination.

Subject to compliance

with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination.

If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced

to cease operations and liquidate the trust account.

In addition, following our initial business combination, if cash on hand is insufficient,

we may need to obtain additional financing in order to meet our obligations.

our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination

are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial

business combination.

Moreover, we may need to obtain additional financing either to complete our initial business combination or because

we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination, in which

case we may issue additional securities or incur debt in connection with such business combination.

In addition, we are targeting businesses

larger than we could acquire with the net proceeds of the IPO and the sale of the Private Units, and may as a result be required to seek

additional financing to complete such proposed initial business combination.

Subject to compliance with applicable securities laws, we

would only complete such financing simultaneously with the completion of our initial business combination.

If we are unable to complete

our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate

the trust account.

In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional

financing in order to meet our obligations.

is no assurance that our plans to consummate a business combination will be successful within the combination period.

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2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management

believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain

operations for a period of at least one-year from the issuance date of this financial statement.

However, management has determined that

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

There is no assurance that the

Company’s plans to consummate a business combination will be successful within the combination period.

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 statements are

issued or are available to be issued.

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

change in cash for the year ended December 31, 2022 was an increase of $659,035 and was comprised of cash used in investing activities

of $70,380,000 and cash provided by financing activities of $71,039,035.

The investing and financing activities related to the IPO proceeds

and investing the proceeds in the trust account.

believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of the initial

Business Combination or one year from the issuance date of this financial statements.

There is no assurance that the Company’s

plan to consummate a business combination will be successful.

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 statements are issued or are available to be issued.

The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Sheet Financing Arrangements

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entities, or purchased any non-financial assets.

do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term

liabilities, other than an agreement to pay TenX Global Capital LP a total of $10,000 per month for office space, utilities and secretarial

and administrative support.

The arrangement will terminate upon the earlier of the Company’s

consummation of a Business Combination or its liquidation.

will be entitled to a cash underwriting discount of $0.35 per Unit, or $2,415,000 in the aggregate, payable upon the consummation of

the Company’s initial business combination.

In addition, the Company will pay EBC a cash fee in an amount equal to 1.0% of the

total consideration payable in the initial Business Combination if it introduces the Company to the target business with whom it completes

an initial Business Combination; provided that the foregoing fee will not be paid prior to the date that is 60 days from the effective

date of the Proposed Public Offering, unless FINRA determines that such payment would not be deemed underwriters’ compensation

in connection with the Proposed Public Offering pursuant to FINRA Rule 5110.

Accounting Policies

Party Transactions

7, 2022, the sponsor received 1,725,000 of the Company’s ordinary shares in exchange for $25,000 paid for deferred offering costs

borne by the founder.

Up to 225,000 of such founder shares are subject to forfeiture to the extent that EBC’s over-allotment is

not exercised in full.

As a result of EBC’s election to fully exercise their over-allotment option on December 29, 2022, no founder

shares are currently subject to forfeiture.

June 3, 2022, the Company entered into an unsecured promissory note with AlphaVest Holding LP (the “Promissory Note”), pursuant

to which the Company could borrow up to an aggregate of $150,000 to cover expenses related to the IPO.

The Promissory Note expired on

the consummation of the IPO.

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,

share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders

having the right to exchange their ordinary shares for cash, securities or other property.

December 21, 2023, the Company issued a promissory note to Alphavest Holding LP, one of the Sponsors,

pursuant to which the Company could borrow an aggregate of $165,000 (the “Extension Note”) to

cover expenses in connection with the extension of Business Combination Period.

The Extension

Note is unsecured, interest-free and payable on the earlier of:

(i) March 22, 2024 or (ii) promptly after the date on which the Company

consummates a Business Combination (such earlier date, the “Maturity Date”).

Principal of this Extension Note may be drawn

down from time to time prior to the Maturity Date upon written request from the Company.

As of December 31, 2023, $165,000 was outstanding

respectively.

On April 15, 2024, we

amended and restated the Extension Note to increase the principal amount to $715,000 and extend the maturity date to the earlier of:

(i) September 12, 2024 or (ii) promptly after the date of the consummation of the business combination.

As of December 31, 2023 and 2022, the amounts due to related parties were $174,837 and $9,837, respectively, which is expected to be settled upon the

consummation of the business combination.

Contractual Obligations

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities reflected on our balance

holders of the Founder Shares, EBC founder shares, Private Placement Units will be entitled to registration rights pursuant to a registration

rights agreement dated 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

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.

Combination Marketing Agreement

have 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% of the gross proceeds of the IPO.

In addition, the Company will pay EBC

a service fee in an amount equal to 1.0% of the total consideration payable in the initial Business Combination if it introduces the

Company to the target business with whom it completes an initial Business Combination and the amount will be payable in cash and is due

at the closing date of the initial Business Combination.

Accounting Estimates

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

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results could materially differ from those estimates.

We have identified the following critical accounting policies:

Stock Subject to Possible Redemption

account for our common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 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 features redemption rights

that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our

control) is classified as temporary equity.

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

stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future

Accordingly, the common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’

equity section of our balance sheet.

Income (Loss) per Common Share

comply with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per

The statements of operations include a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable

share following the two-class method of income per share.

In order to determine the net income (loss) attributable to both the public

redeemable shares and non-redeemable shares, we first considered the total income (loss) allocable to both sets of shares.

This is calculated

using the total net income (loss) less any dividends paid.

For purposes of calculating net income (loss) per share, any remeasurement

of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to our public

shareholders.

Subsequent to calculating the total income (loss) allocable to both sets of shares, we split the amount to be allocated

using a ratio of 9% for the Public Shares and 91% for the non-redeemable shares for the period from January 14, 2022 (inception) through

December 31, 2022, reflective of the respective participation rights.

of December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted

into common shares and then share in our earnings.

As a result, diluted loss per share is the same as basic loss per share for the periods

We have not identified any critical accounting policies or estimates.

Accounting Standards

does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on our financial statements.

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on our financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

information appears following Item 15 of this Report and is included herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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-K

Item 7. Management’s Discussion and Analysis