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Item 9A. Controls and Procedures

2024-04-16 compared with 2023-03-31 · 803 added, 599 removed, 644 unchanged (69% of the section changed)

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of Disclosure Controls and Procedures

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to

ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated

to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

of Disclosure Controls and Procedures

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022.

Based upon their

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined

in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information

required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within

the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls

and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is

accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions

regarding required disclosure.

Our management evaluated, with

the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness

of our disclosure controls and procedures as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that

evaluation, our Certifying Officers concluded that, as of December 31, 2023, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that

the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect

the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations

in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we

have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based

partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving

its stated goals under all potential future conditions.

Report on Internal Controls Over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the

SEC for newly public companies.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and for our assessment of the effectiveness of internal

control over financial reporting.

Our internal control over financial reporting is a process designed under the supervision of our Chief

Executive Officer and our Chief Financial Officer, and effected by our Board, management and other personnel, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance

generally accepted accounting principles and includes those policies and procedures that:

(1) pertain to the maintenance of

records that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with

authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

management, including our Chief Executive Officer and Chief Financial Officer, has conducted an assessment regarding the effectiveness

of our internal control over financial reporting as of December 31, 2023, based on the framework established in Internal Control - Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment under the criteria

described above, management has concluded that our internal control over financial reporting was effective as of December 31, 2023.

in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f)

and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

OTHER INFORMATION

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current directors and executive officers are as follows:

Pengfei Zheng

the Board of Directors

Yong (David) Yan

Chief Executive Officer

Song (Steve) Jing

Chief Financial Officer

Independent Director

Li (Helen) Wei

Independent Director

of the Board of Directors

Executive Officer and Director

Financial Officer

Zheng , our Chairman of the Board of Directors, is an experienced executive in the finance industry with significant experience

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Wei was selected to serve on the Board of Directors due to her experience in domestic and financial institutions.

Brian Hartzband, our director, is a business development executive with large corporate and start-up experience.

He co-founded

Handcrafted 4 Home in June 2017, which is a home decor brand, specializing in handcrafted home storage products.

Under his leadership,

Hartzband grew the company to one of the top sellers by volume of home organization products on Wayfair.com and expanded to other

large retail outlets, such as Walmart and Home Depot.

Prior to founding Handcrafted 4 Home, Brian spent over 10 years in Wall Street

and worked in finance for some of the largest financial institutions of the world.

From January 2014 to June 2016, Mr.

Hartzband worked

as a Financial Advisor at Merrill Lynch, primarily responsible for managing public company executives’ stock plans and personal

wealth investment strategies.

From February 2008 to January 2014, Mr.

Hartzband worked as a Senior Investment Associate at UBS Financial

Services, where his team’s assets grew to over $125 million by developing relationships with C-Suite executives of major public

companies along with international clients in China.

From 2007 to March 2008 Mr.

Hartzband started out at Bear Stearns (acquired by J.P.

Morgan as a Marketing Assistant, primarily responsible for building and growing relationships with ultra-high net worth individuals,

C-Suite executives at public companies.

Hartzband holds a B.S.

in Finance from Suffolk University.

Hartzband was selected to

serve on our board due to his extensive experience in finance.

and Terms of Office of Officers and Directors

currently have four directors.

currently have five directors.

Our board of directors is divided into three classes with only one class of directors being elected in

each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year

The term of office of the first class of directors, consisting of Li (Helen) Wei, will expire at our first annual meeting of shareholders.

The term of office of the second class of directors, consisting of Yong (David) Yan, will expire at the second annual meeting of shareholders.

The term of office of the third class of directors, consisting of Pengfei Zheng and Shu Wang, will expire at the third annual meeting

of shareholders.

We may not hold an annual meeting of shareholders until after we consummate our initial business combination.

The term of office of the first class of directors, consisting of Li (Helen) Wei and Brian Hartzband, will expire at our first

annual meeting of shareholders.

The term of office of the second class of directors, consisting of Yong (David) Yan, will expire at the

second annual meeting of shareholders.

The term of office of the third class of directors, consisting of Pengfei Zheng and Shu Wang,

will expire at the third annual meeting of shareholders.

We may not hold an annual meeting of shareholders until after we consummate

our initial business combination.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and

articles of association as it deems appropriate.

Our amended and restated memorandum and articles of association provide that our officers

may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President, a Chief Financial Officer, Vice

Presidents, Secretary, Treasurer, Assistant Secretary, and such other offices as may be determined by the board of directors.

Our board of directors is authorized to appoint persons to the offices set forth in our Second Amended and Restated Memorandum

and Articles of Association as it deems appropriate.

Our Second Amended and Restated Memorandum and Articles of Association provide that

our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President, a Chief Financial Officer,

Vice Presidents, Secretary, Treasurer, Assistant Secretary, and such other offices as may be determined by the board of directors.

listing standards require that a majority of our board of directors be independent, subject to certain phase-in provisions.

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Our board of directors has determined that each of Shu Wang,

and Li (Helen) Wei are “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules.

utilizing the phase-in exception provided by NASDAQ and will add a third independent director within the phase-in period as required

Li (Helen) Wei and Brian Hartzband are “independent directors” as defined in the NASDAQ listing standards and applicable

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

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independent directors.

Wang and Li (Helen) Wei serve as members of our audit committee, with Shu Wang serving as the Chairman of the audit committee.

the NASDAQ listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of

whom must be independent, subject to certain phase-in provisions.

Each such person meets the independent director standard under NASDAQ

listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Our audit committee is utilizing the phase in exception provided by

NASDAQ and will add a third independent director within the phase in period as required by NASDAQ.

Wang, Li (Helen) Wei and Brian Hartzband serve as members of our audit committee, with Shu Wang serving as the Chairman of the audit

Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least three members of the audit committee,

all of whom must be independent, subject to certain phase-in provisions.

Each such person meets the independent director standard under

NASDAQ listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

member of the audit committee is financially literate and our board of directors has determined that Shu Wang qualifies as an “audit

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by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

(Helen) Wei and Shu Wang serve as members of our compensation committee, with Li (Helen) Wei serving as the chairman of the compensation

Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least two members of the compensation

committee, all of whom must be independent, subject to certain phase-in provisions.

Each such person meets the independent director standard

under NASDAQ listing standards applicable to members of the compensation committee.

(Helen) Wei, Shu Wang and Brian Hartzband serve as members of our compensation committee, with Li (Helen) Wei serving as the chairman

of the compensation committee.

Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least two members

of the compensation committee, all of whom must be independent, subject to certain phase-in provisions.

Each such person meets the independent

director standard under NASDAQ listing standards applicable to members of the compensation committee.

adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including:

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Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our

amended and restated memorandum and articles of association.

Second Amended and Restated Memorandum and Articles of Association.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

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Copies of our Code of Ethics and our audit and compensation

committee charters are filed as exhibits to this Form 10-K.

committee charters are filed as exhibits to our Registration Statement.

You will be able to review these documents by accessing our public

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obligations of our officers arising in the future would materially undermine our ability to complete our business combination.

and restated memorandum and articles of association provides that we renounce our interest in any corporate opportunity offered to any

director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer

of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable

Amended and Restated Memorandum and Articles of Association provides that we renounce our interest in any corporate opportunity offered

to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or

officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable

for us to pursue.

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to complete our initial business combination within 15 months from the closing of our Initial Public Offering (or up to 24 months, if

we extend the time to complete a business combination as described in this Form 10-K).

we extend the time to complete a business combination as described in our Registration Statement).

investors should also be aware of the following other potential conflicts of interest:

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our initial business combination within 15 months from the closing of our Initial Public Offering (or up to 24 months, if we extend

the time to complete a business combination as described in this Form 10-K).

the time to complete a business combination as described in our Registration Statement).

If we do not complete our initial business

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Since members of our management may directly or indirectly

own common stock and rights following our Initial Public Offering, our officers and directors may have a conflict of interest

own ordinary shares and rights following our Initial Public Offering, our officers and directors may have a conflict of interest

in determining whether a particular target business is an appropriate business with which to complete our initial business combination.

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opportunities meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated memorandum and articles of

association provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity

Furthermore, our Second Amended and Restated Memorandum and Articles

of Association provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity

is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one

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policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a

Our amended and restated memorandum and articles of association provides for indemnification of our officers and directors to

the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual

Our Second Amended and Restated Memorandum and Articles of Association provides for indemnification of our officers and directors

to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual

fraud, willful default or willful neglect.

We entered into agreements with our directors and officers to provide contractual indemnification

in addition to the indemnification provided for in our amended and restated memorandum and articles of association.

We expect to purchase

a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense,

settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

in addition to the indemnification provided for in our Second Amended and Restated Memorandum and Articles of Association.

to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the

cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers

and directors.

officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account,

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all common stock beneficially owned by them.

following table is based on 9,180,500 shares of common stock outstanding at March 28, 2023.

Unless otherwise indicated, it is believed

that all persons named in the table below have sole voting and investment power with respect to all common stock beneficially owned

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary

shares beneficially owned by them.

following table is based on 7,006,329 ordinary shares outstanding at April 16, 2024.

Unless otherwise indicated, it is believed that

all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by

and Address of Beneficial Owner (1)

Percentage of Outstanding Common stock

Percentage of Outstanding Ordinary shares

AlphaVest Holding

Pengfei Zheng (2)

Peace Capital Limited (3)

Yong (David) Yan (4)

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directors as a group (6 individuals) (3)

Wealthspring Capital, LLC

First Trust Merger Arbitrage

otherwise noted, the business address of each of the following entities or individuals is c/o AlphaVest Acquisition Corp, 420 Lexington

Avenue, Room 2446, New York NY 10170.

sponsor is the record holder of founder shares reported herein.

Zheng is the sole director and shareholder of Peace Capital Limited,

which owns 62.5% of the sponsor entity.

Holding LP is the record holder of founder shares reported herein.

AlphaVest Management LLC is the managing member of AlphaVest Holding

LP and Dahe Zhang is the manager of AlphaVest Management LLC.

Accordingly, Dahe Zhang is deemed to be the beneficial owner of such

Capital Limited is the record holder of the founder shares reported herein.

Pengfei Zheng is the sole director and shareholder of

Peace Capital Limited.

Accordingly, he is deemed to be the beneficial owner of such shares.

This includes the 345,000

shares of common stock, which TenX Global Capital LP holds through our sponsor.

not include any shares indirectly owned by this individual as a result of his or her partnership interest in our sponsor.

to a Schedule 13G filed with the SEC on December 30, 2022, Wealthspring Capital, LLCs owns 475,000 shares of common stock.

not include any shares indirectly owned by this individual as a result of his or her partnership interest in our AlphaVest Holding

to a Schedule 13G filed with the SEC on February 14, 2024 First Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital

Management L.P.

(“FTCM”), First Trust Capital Solutions L.P.

(“FTCS”) and FTCS Sub GP LLC (“Sub GP”),

as of December 31, 2023, VARBX owned 524,847 shares of the outstanding Ordinary Shares of the Issuer, while FTCM, FTCS and Sub GP

collectively owned 581,314 shares of the outstanding Ordinary Shares of the Issuer..

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

February 7, 2022, our sponsor acquired 1,725,000 founder shares for an aggregate purchase price of $25,000.

These founder shares include

an aggregate of up to 225,000 founder shares that are subject to forfeiture to the extent that the underwriters’ over-allotment

option is not exercised in full or in part, so that the founder shares will represent 20% of our issued and outstanding shares after

this offering (excluding the private shares and the EBC founder shares).

also issued an aggregate of 125,000 EBC founder shares to EBC on July 11, 2022 for an aggregate purchase price of $1,750.

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

As of December 31, 2022, there were no borrowings outstanding under the Promissory Note and the Promissory Note then

December 21, 2023, the Company entered into the Extension Note with the Sponsor for $165,000, which was used to fund extension

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.

holders of Founders Shares and Private Placement Units will be entitled to registration rights pursuant to a registration rights agreement

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committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.

Sponsor, under which the sponsor may loan us funds up to $150,000 for a portion of the expenses of our initial public offering.

As of December 31, 2022, there were no borrowings outstanding under the Promissory Note and the Promissory Note then

addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate

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from our trust account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into units of the post

business combination entity at a price of $10.00 per unit at the option of the lender.

The units would be identical to the

private placement units.

Up to $1,500,000 of such loans may be convertible into units of the post business

combination entity at a price of $10.00 per unit at the option of the lender.

The units would be identical to the private placement

Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements.

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in carrying out the responsibilities of a director.

Our board of directors has determined that Li Wei and Shu Wang are “independent

directors” as defined in Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly scheduled

meetings at which only independent directors are present.

Our board of directors has determined that Li Wei, Shu Wang and Brian Hartzband are

“independent directors” as defined in Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly

scheduled meetings at which only independent directors are present.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

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to UHY for services rendered.

During the period from January 14, 2022 (inception) through December 31, 2022, fees for our independent registered public accounting

firm were $150,570 for the services UHY performed in connection with our Initial Public Offering, and the audit of our December 31, 2022 financial statements included in this Annual Report on Form 10-K.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and

services that are normally provided by UHY in connection with regulatory filings.

The aggregate fees billed by UHY for professional services

rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective

periods and other required filings with the SEC for the year ended December 31, 2023 and for the period from January 14, 2022 (inception)

through December 31, 2022 totaled $112,867 and $150,570, respectively.

Audit-Related

During the period from January 14, 2022 (inception) through December 31, 2022, our independent registered public accounting

firms did not render assurance and related services related to the performance of the audit or review of financial statements.

During the period from January 14, 2022 (inception) through December 31, 2022, our independent registered public accounting

firms did not render services to us for tax compliance, tax advice and tax planning.

During the period from January 14, 2022 (inception) through December 31, 2022, there were no fees billed for products

and services provided by our independent registered public accounting firm other than those set forth above.

Audit Committee was formed upon the consummation of our IPO.

As a result, the Audit Committee did not pre-approve all of the foregoing

services, although any services rendered prior to the formation of our Audit Committee were approved by our board of directors.

the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services

and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis

exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest

services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

did not pay UHY for consultations concerning financial accounting and reporting standards for the year ended December 31, 2023 and for

the period from January 14, 2022 (inception) through December 31, 2022.

For the year ended December 31, 2023 and for the period from January 14, 2022 (inception) through December 31, 2022, our independent

registered public accounting firms did not render services to us for tax compliance, tax advice and tax planning.

For the year ended December 31, 2023 and for the period from January 14, 2022 (inception) through December 31, 2022,

there were no fees billed for products and services provided by our independent registered public accounting firm other than those set

EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES

The following documents

are filed as part of this report:

Underwriting Agreement, dated December 19, 2022, by and between the Company and EarlyBirdCapital, Inc., as representative of the underwriters.

The following documents are filed as part of this report:

Agreement, dated December 19, 2022, by and between the Company and EarlyBirdCapital, Inc., as representative of the underwriters.

(incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Memorandum and Articles of Association.(incorporated by reference to Exhibit 3.1 to our Registration Statement (No.

Business Combination Agreement dated as of August 11, 2023, by and among AlphaVest Acquisition Corp, AV Merger Sub, and Wanshun Technology Industrial Group Limited.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 17, 2023).

Termination, dated as of March 18, 2024, delivered by AlphaVest Acquisition Corp (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 22, 2023).

and Articles of Association.

(incorporated by reference to Exhibit 3.1 to our Registration Statement (No.

333-268188) filed with

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and Restated Memorandum and Articles of Association.

(incorporated

by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

(incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K,

filed with the SEC on December 22, 2022).

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to our Current Report on Form

8-K, filed with the SEC on December 28, 2023).

Unit Certificate.

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December 13, 2022).

Common Stock Certificate.

Ordinary Share Certificate.

(incorporated by reference to Exhibit 4.2 to our Registration Statement (No.

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Rights Certificate(incorporated by reference to Exhibit 4.3 to our Registration Statement (No.

333-268188) filed with the SEC

on December 13, 2022).

333-268188) filed with the SEC on

December 13, 2022).

Agreement, dated December 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent.

(incorporated

by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Description of Securities.

(incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

of Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, filed with the SEC on

March 31, 2023).

Note, dated June 3, 2022, issued to AlphaVest Management LLC.

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Agreement, dated December 19, 2022, by and among the Company, its executive officers, its directors and AlphaVest Holding LP.

(incorporated by reference to Exhibit 10.1 to our Current

Report on Form 8-K, filed with the SEC on December 22, 2022).

Management Trust Agreement, dated December 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company,

(incorporated

by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Management Trust Agreement, dated December 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company,

(incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Rights Agreement, dated December 19, 2022, by and among the Company, AlphaVest Holding, LP and EarlyBirdCapital, Inc.

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by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Securities Subscription Agreement, between the Registrant and the Sponsor dated February 7, 2022.

(incorporated by reference to Exhibit 10.5 to our Registration Statement (No.

Subscription Agreement, between the Registrant and the Sponsor dated February 7, 2022.

(incorporated by reference to Exhibit 10.5

to our Registration Statement (No.

333-268188) filed with the SEC on December 13, 2022).

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333-268188) filed with the SEC on December 13, 2022).

Private Placement Unit Purchase Agreement, dated December 19, 2022, by and between the Company and AlphaVest Holding LP (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Placement Unit Purchase Agreement, dated December 19, 2022, by and between the Company and AlphaVest Holding LP (incorporated by

reference to Exhibit 10.4 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Placement Units Purchase Agreement, dated December 19, 2022, by and between the Company and EarlyBirdCapital, Inc.

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by reference to Exhibit 10.7 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022)

to the Investment Management Trust Agreement, dated December 21, 2023, by and between AlphaVest Acquisition

Corp and Continental Stock Transfer & Trust Company.

(incorporated by reference to Exhibit 10.1

to our Current Report on Form 8-K, filed with the SEC on December 28, 2023).

Support Agreement dated as of August 11, 2023, by and among AlphaVest Acquisition Corpm Wanshun Technology

Industrial Group Limited, AlphaVest Holding LP and the Insiders party thereto (incorporated by reference

to Exhibit10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 17,

Shareholder Support Agreement dated as of August 11, 2023, by and among AlphaVest Acquisition Corp, Wanshun Technology Industrial Group Limited and certain shareholders of Wanshun Technology Industrial Group Limited(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 17, 2023).

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on August 17, 2023).

Form of Company Lock-up Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on August 17, 2023).

Amended and Restated Promissory Note dated April 15, 2024 by and between AlphaVest Acquisition Corp and AlphaVest Holding, LP.

of Code of Ethics.

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December 13, 2022).

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

List of Subsidiaries

Certification

of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C.

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

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AlphaVest Acquisition Corporation Clawback Policy.

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Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Previously filed.

Filed herewith.

Furnished herewith.

FORM 10-K SUMMARY

to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Form 10-K to be signed on its behalf

by the undersigned, thereunto duly authorized, in the Cayman Islands, on the 31st day of March, 2023.

by the undersigned, thereunto duly authorized, in the Cayman Islands, on the 16th day of April, 2024.

ACQUISITION CORP

3 unchanged sentences

capacities and on the dates indicated.

Yong (David) Yan

Executive Officer and Director

4 unchanged sentences

Pengfei Zheng

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheet as of December 31, 2022

Statement of Operations for the period from January 14, 2022 (inception) through December 31, 2022

Statement of Changes in Shareholders’ Equity for the period from January 14, 2022 (inception) through December 31, 2022

Statement of Cash Flows for the period from January 14, 2022(inception) through December 31, 2022

Notes to Financial Statements

ACQUISITION CORP

TO THE FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (PCAOB # 1195 )

of Operations

of Changes in Stockholders’ (Deficit) Equity

of Cash Flows

to the Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

the Board of Directors and

Shareholder of AlphaVest Acquisition Corp

Opinion on the Financial Statements

We have audited the accompanying balance sheet of

AlphaVest Acquisition Corp (the “Company”) as of December 31, 2022, and the related statements of operations, changes in shareholder’s

equity, and cash flows for the period from January 14, 2022 (inception) to December 31, 2022, and the related notes (collectively referred

to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2022, and the results of its operations and its cash flows for the period from January 14, 2022 (inception)

to December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability

to Continue as a Going Concern

The accompanying financial statements have been prepared

assuming the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has no revenue,

its business plan is dependent on the completion of a business combination and the Company must liquidate if the business combination

is not consummated within 12 months.

These conditions raise substantial doubt about the Company’s ability to continue as a going

Management’s plans regarding these matters are also described in Note 1 to the financial statements.

The financial statements

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

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.

Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,

whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over

financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but

not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor since

New York, New York

March 31, 2023

on the Financial Statements

have audited the accompanying balance sheets of AlphaVest Acquisition Corp (the Company) as of December 31, 2023, and 2022, and the related

statements of operations, changes in shareholder’s (deficit) equity, and cash flows for the year ended December 31, 2023 and for

the period January 14, 2022 (inception) through December 31, 2022, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2023, and 2022, and the results of its operations and its cash flows for the year ended December 31, 2023 and for the period January

14, 2022 (inception) through December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to

the financial statements, the Company has no revenue, its business plan is dependent on the completion of a business combination and

the Company must liquidate if the business combination is not consummated within a specific period.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern.

Management’s plans regarding these matters are also described

in Note 1 to the financial statements.

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

this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the

United States of America.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of

the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2022.

York, New York

ACQUISITION CORP

Current assets:

Prepaid expenses

Total current assets

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securities held in trust account

LIABILITIES, REDEEMABLE COMMON STOCK, AND SHAREHOLDERS’

REDEEMABLE ORDINARY SHARES, ORDINARY SHARES, AND SHAREHOLDERS’ ( DEFICIT)

Current Liabilities:

Accounts Payable and accrued offering costs

Accounts Payable and accrued

offering costs and expenses

Due to related party

Note – related party

Current Liabilities

Total Liabilities

Commitments and contingencies:

stock subject to possible redemption ( 6,900,000

shares at $ 10.20

Shareholders’ Equity:

Preferred stock, $ 0.0001 par value;

Ordinary shares subject to possible redemption ( 4,725,829 shares at $ 10.77 and 6,900,000 shares at $ 10.20 per share

as of December 31, 2023 and 2022, respectively)

Shareholders’

(Deficit) Equity:

Shares, $ 0.0001

shares authorized;

none issued and outstanding

Common stock, $ 0.0001 par value;

issued and outstanding as of December 31, 2023 and 2022, respectively

Ordinary Shares, $ 0.0001

shares authorized;

2,280,500 shares issued and outstanding

shares issued and outstanding as of December 31, 2023 and 2022, respectively

Additional paid-in capital

Accumulated deficit

Shareholders’ Equity

Liabilities, Redeemable Common Stock, and Shareholders’ Equity

accompanying notes are an integral part of these financial statement.

Shareholders’ (Deficit) Equity

Liabilities, Redeemable Ordinary Shares, and Shareholders’ (Deficit) Equity

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

OF OPERATIONS

the Year Ended

the Period from January 14, 2022 (Inception) Through

and operating costs

Loss from operations

Interest income on investments held in trust

Total other income

Weighted average common stock outstanding,

common stock subject to possible redemption

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

Weighted average common stock outstanding,

common stock, non-redeemable

Weighted average common stock outstanding

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

Basic and diluted net loss per share

from operations

Other Income:

Interest income on investments

held in trust account

interest income

income (loss)

Weighted average ordinary

shares outstanding, ordinary shares subject to possible redemption

diluted net income per share, ordinary shares subject to redemption

Weighted average ordinary shares outstanding, ordinary

shares, non-redeemable

diluted net loss per share, ordinary shares, non-redeemable

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

OF CHANGES IN SHAREHOLDERS’ EQUITY

OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

THE PERIOD FROM JANUARY 14, 2022 (INCEPTION) THROUGH DECEMBER 31, 2023

paid-in capital

shareholders’ equity

Balance as of January 14, 2022 (inception)

stock issued to Sponsor

Common stock issued to Underwriter

shareholders’

Balance as of January 14,

2022 (inception)

Ordinary shares

issued to Sponsor

Ordinary shares issued to

Sale of 390,000 private units

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( 3,734,629 )

as of December 31, 2022

for ordinary shares subject to redemption amount (interest income)

( 3,021,646 )

( 3,618,539 )

for ordinary shares subject to redemption amount (extension deposit)

income (loss)

Balance as of December 31,

$ ( 325,050 )

$ ( 324,822 )

$ ( 325,050 )

$ ( 324,822 )

accompanying notes are an integral part of these financial statements.

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OF CASH FLOWS

Cash flows from operating

Adjustments to reconcile

net loss to net cash used in operating activities:

Prepaid expense

Accounts payable and accrued

offering costs and expenses

Due to related party

Trust investment income

cash used in operating activities

Cash flows from investing

Cash deposited to trust

the Year Ended December 31, 2023

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

from operating activities:

income (loss)

to reconcile net income (loss) to net cash used in operating activities:

investment income

( 3,580,311 )

Net cash used in investing

Changes in operating assets and liabilities:

payable and accrued offering costs and expenses

related party

used in operating activities

from investing activities:

Cash withdrawn from trust

account in connection with redemption

deposited to trust account

( 70,380,000 )

Cash flows from financing

Proceeds from sale of common stock to initial

Proceeds from initial public offering

cash provided by (used in) investing activities

( 70,380,000 )

from financing activities:

Proceeds from sale of ordinary

shares to initial shareholders

Proceeds from initial public

Proceeds from private placement

Proceeds from over-allotment and private placement,

net of underwriters’ discount

Payments of offering costs and other fees

cash provided by financing activities

Net change in cash

Cash at beginning of period

Cash at end of period

Supplemental disclosure

of noncash investing and financing activities

Deferred offering costs

paid by Sponsor in exchange for issuance of common stock

Deferred offering costs included in due to accrued expenses

Proceeds from over-allotment

and private placement, net of underwriters’ discount

Payments of offering costs

and other fees

Redemption of ordinary shares

( 23,282,936 )

from promissory note - related party

(used in) provided by financing activities

( 23,117,936 )

Cash at beginning of

at end of period

disclosure of noncash investing and financing activities

for ordinary shares subject to redemption amount

offering costs paid by Sponsor in exchange for issuance of ordinary shares

accompanying notes are an integral part of these financial statements.

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TO THE FINANCIAL STATEMENT

1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

1 — ORGANIZATION AND BUSINESS OPERATIONS

Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on January 14, 2022.

6 unchanged sentences

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

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

December 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which

is described below.

The Company will not generate any operating revenues until after the completion 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 Initial

Public Offering.

The Company has selected December 31st as its fiscal year end.

registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective

on December 19, 2022.

On December 22, 2022, the Company consummated the Initial Public Offering of 6,000,000 units, (“Units”

and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds

of $ 60,000,000 , which is described in Note 3, and the sale of 390,000 Units (the “Private Placement Units”) at a price of

$ 10.00 per Private Placement Unit in private placements to AlphaVest Holding LP (the “Sponsor”) that was closed simultaneously

with the Proposed Public Offering.

the closing of the Initial Public Offering on December 22, 2022, an amount of $ 61,200,000 ($ 10.20 per Unit) from the net proceeds of

the sale of the Units in the Initial Public Offering and the Private Placement (as defined in Note 4) was placed in the Trust Account.

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 the Company meeting the conditions of Rule

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

(i) the completion of a Business Combination

or (ii) the distribution of the Trust Account, as described below.

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 .

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 .

All activity through December 31, 2023 relates to the Company’s

formation and the initial public offering (“IPO”), which is described below, and subsequent to the IPO, identifying a target

company for a Business Combination.

The Company will not generate any operating revenues until after the completion 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.

registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on December 19,

On December 22, 2022, the Company consummated the IPO of 6,000,000 units, (“Units” and, with respect to the ordinary

shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $ 60,000,000 , which is described

in Note 3, and the sale of 390,000 Units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit

in private placements to AlphaVest Holding LP (the “Sponsor”) that was closed simultaneously with the IPO.

the closing of the IPO on December 22, 2022, an amount of $ 61,200,000 ($ 10.20 per Unit) from the net proceeds of the sale of the Units

in the IPO and the Private Placement (as defined in Note 4) was placed in the trust account.

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 the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as

determined by the Company, until the earlier of:

(i) the completion of a Business Combination or (ii) the distribution of the trust account,

as described below.

December 29, 2022, EarlyBirdCapital, Inc.

(“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 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

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

1 unchanged sentence

These costs were charged to additional paid-in capital or accumulated

deficit to the extent additional paid-in capital is fully depleted upon completion of the Initial Public Offering.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward

consummating a Business Combination.

The stock exchange listing rules require that the Business Combination must be with one or more

operating businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (as defined below)

(excluding the taxes payable on the income earned on the Trust Account).

The Company will only complete a Business Combination if the

post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise

acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under

the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will

be able to successfully effect a Business Combination.

Upon the closing of the Proposed Public Offering, management has agreed that $ 10.20

per Unit sold in the Proposed Public Offering, including proceeds of the sale of the Private Placement Units, will be held in a trust

account (the “Trust Account”) and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16)

of 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 investing solely in U.S.

Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act,

as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds

in the Trust Account to the Company’s shareholders, as described below.

Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem

all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination

or (ii) by means of a tender offer in connection with the Business Combination.

The decision as to whether the Company will seek shareholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection

with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”).

In accordance with the rules of the U.S.

Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity

instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common

stock subject to redemption to be classified outside of permanent equity.

Given that the Public Shares will be issued with other freestanding

instruments (i.e., rights), the initial carrying value of common stock classified as temporary equity will be the allocated proceeds

determined in accordance with ASC 470-20.

The common stock is subject to ASC 480-10-S99.

If it is probable that the equity instrument

will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date

of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption

date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of

the instrument to equal the redemption value at the end of each reporting period.

The Company has elected the immediate fair value recognition

The accretion will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings,

additional paid-in capital).

While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the Public

Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.

Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 (so that it does

not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that

may be contained in the agreement relating to the Business Combination.

If the Company seeks shareholder approval of the Business Combination,

the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving

a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting

of the Company, or such other vote as required by law or stock exchange rule.

If a shareholder vote is not required and the Company does

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.

Notwithstanding

the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant

to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder

is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public

Shares without the Company’s prior written consent.

Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with

the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association

(i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial

Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination

Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business

combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval

of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public

Company will have until 12 months (or 18 months if the Company extends the period) from the closing of the Initial Public Offering to

consummate a Business Combination (the “Combination Period”).

However, if the Company has not completed a Business Combination

within the Combination 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 our

taxes, if any (less up to $ 100,000 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 in each case to the

Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will

receive if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor or any of its

respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account

if the Company fails to complete a Business Combination within the Combination Period.

In the event of such distribution, it is possible

that the per share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per

Unit ($ 10.00 ).

order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent

any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products

sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce

the amount of funds in the Trust Account to below the lesser of (1) $ 10.20 per Public Share and (2) the actual amount per Public Share

held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share, due to reductions

in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.

This liability will not apply to any

claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the

Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under

the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable

against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will

seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to

have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target

businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest

or claim of any kind in or to monies held in the Trust Account.

and Management’s Plan

deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO.

Company will have until the last Extended Date, December 22, 2024 to consummate a Business

Combination (the “Combination Period”).

However, if the Company has not completed a Business Combination within the Combination

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 our taxes, if any (less

up to $ 100,000 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 in each case to the Company’s obligations

under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

December 21, 2023, the Company held a special meeting of shareholders, at which the Company’s shareholders approved (i) an amendment

to the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) and (ii) an amendment

(the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated December 19, 2022, with Continental

Stock Transfer & Trust Company.

Pursuant to the Trust Agreement Amendment, the Company has extended the date by which it has to complete

a business combination from December 22, 2023 (the “Termination Date”) up to 10 times, with the first extension comprised

of three months, and the subsequent 9 extensions comprised of one month each from the Termination Date, or extended date, as applicable,

to December 22, 2024.

In connection with the shareholders’ vote at the special meeting, an aggregate of 2,174,171 shares with redemption

value of approximately $ 23,282,936 (approximately $ 10.71 per share) of the Company’s ordinary

shares were tendered for redemption.

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.

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.

December 26, 2023, AlphaVest Holding LP, one of our Sponsor, deposited $ 165,000 into the trust account to extend the Business Combination

Period from December 22, 2023 to March 22, 2024.

March 21, 2024, the Sponsor deposited $ 55,000 into the trust account to extend the Business Combination Period from March 22, 2024 to

April 22, 2024.

Accordingly, the Company now has until April 22, 2024 to complete its Business Combination.

On April 15, 2024, the Company amended and restated

the Extension Note with AlphaVest Holding LP to increase the principal amount to $ 715,000 and extend the maturity date to the earlier

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

Business Combination

August 11, 2023, the Company (at and after the Merger Effective Date, “PubCo”) entered into a business combination agreement

(the “Business Combination Agreement”) with AV Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary

of the Company (“Merger Sub”), and Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”).

to the terms of the Business Combination Agreement, a business combination between the Company and Wanshun will be effected through the

merger of Merger Sub with and into Wanshun, with Wanshun surviving the merger as a wholly owned subsidiary of the Company (the “Merger,”

and together with the transactions contemplated by the Business Combination Agreement and the other agreements contemplated thereby,

the “Transactions”).

the Merger Effective Date (as defined in the Business Combination Agreement), by virtue of the Merger and without any action on the part

of Wanshun or any shareholders of Wanshun (“Wanshun Shareholders”), (i) every issued and outstanding common stock of Wanshun

(each, a “Company Common Stock”), other than Dissenting Company Shares (as defined in the Business Combination Agreement)

and treasury shares owned by Wanshun, shall be exchanged into such number of common stocks of PubCo (“PubCo Ordinary Shares”)

equal to $ 300,000,000 (less any amounts properly owned to holders of dissenting Company Ordinary Shares) divided by $ 10.00 and divided

by the number of Company Ordinary Shares issued and outstanding as of immediately prior to the Merger Effective Date;

(ii) if there are

any issued shares of Wanshun owned by Wanshun as treasury shares, such shares shall be canceled and extinguished without any conversion

thereof or payment therefor;

(iii) all common stocks of Merger Sub issued and outstanding immediately

prior to the Merger Effective Date shall be converted into an equal number of Company Ordinary Shares, as the surviving company after

the Closing (as defined in the Business Combination Agreement), 400,000,000 additional PubCo Ordinary Shares (the “Escrowed Earnout

Shares”) will be issued to the Wanshun Shareholders and placed in an escrow account with Continental Stock Transfer & Trust

Company (“Continental”), for the benefit of such Wanshun Shareholders, pursuant to an escrow agreement among PubCo, Continental

Zhou Zhengqing, as the representative of the Wanshun Shareholders.

Each Wanshun Shareholder (other than dissenting Wanshun shareholders)

shall be shown as the registered owner of its pro rata portion (the “Pro Rata Portion”) of the Escrowed Earnout Shares on

the books and records of PubCo and shall be entitled to exercise voting rights and all share rights with respect to such Escrowed Earnout

The Wanshun Shareholders shall each be entitled to receive their Pro Rata Portion of the Escrowed Earnout Shares as follows:

(a) in the event Wanshun’s revenue (reported on the top line of Wanshun’s profit and loss statement) (i) for the period from

January 1, 2023 to September 30, 2023 reflected in Wanshun’s audited consolidated financial statements for the fiscal year ending

September 30, 2023 and (ii) for the period from October 1, 2023 to December 31, 2023 reflected in Wanshun’s reviewed consolidated

financial statements is, in the aggregate, equal to or greater than RMB 4,500,000,000 (the “Revenue Target”), the Escrowed

Earnout Shares will be released from the Earnout Escrow Account to the Wanshun Shareholders on the later of January 31, 2024 and the

Closing Date (as defined in the Business Combination Agreement) (the “Earnout Release Date”), and (b) if during the period

from the date of the Business Combination Agreement until the earlier termination of the Business Combination Agreement or the Closing

Date (the “Interim Period”), Wanshun obtains transaction financing in the aggregate amount of at least $ 215,000,000 , in the

form of firm written commitments from investors recognized and accepted by the Company or in the form of no less than $ 107,500,000 good

faith deposit made by investors for a private placement of equity, debt or other alternative financing to the Company, each Wanshun Shareholder

(other than holders of Dissenting Company Shares) shall be entitled to receive its Pro Rata Portion of the Earnout Shares on the Closing

Date, regardless of whether the Revenue Target is achieved.

March 18, 2024, the Company delivered to Wanshun a Notice of Termination of Business Combination (the “ Termination ”),

in which the Business Combination Agreement was terminated pursuant to Section 8.1(e) of the Business Combination Agreement.

The termination

of the Business Combination Agreement is effective as of March 18, 2024.

a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and there is no liability

under the Business Combination Agreement on the part of any party thereto, except as set forth in the Termination, and each of the transaction

agreements entered into in connection with the Business Combination Agreement, including, but not limited to, the Sponsor Support Agreement,

dated as of August 11, 2023, by and among the Company, Wanshun, AlphaVest Holding LP (“ Sponsor ”), and the insiders

thereto, and the Shareholder Support Agreement, dated as of August 11, 2023, by and among the Company, Wanshun, and certain shareholders

Pursuant to Section 8.2(b) of the Business Combination Agreement, Wanshun shall remit a termination fee to Sponsor as soon

as reasonably practicable.

additional information regarding the Transactions, the Business Combination Agreement, Notice of Termination of Business Combination

and Wanshun, see the Current Reports on Form 8-K filed by the Company with the SEC on August 14, 2023, August 17, 2023 and March 25,

Concern Consideration and Management Liquidity Plans

of December 31, 2023, the Company had cash of $ 28,560 and working capital deficit of $( 324,822 ).

Subsequent to the consummation of the

IPO, the Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant

transaction costs in pursuit of the consummation of a Business Combination.

The Company expects that it will need additional capital

to satisfy its needs for paying these costs.

Although certain of the Company’s initial shareholders or their affiliates may loan

the Company funds, there’s no guarantee that the Company will receive such funds.

connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

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 statement.

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 statement are

issued or are available to be issued.

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

the uncertainty.

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.

If a Business Combination is not consummated by the relevant period, there

will be a mandatory liquidation and subsequent dissolution.

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 statement does not include any adjustments that might result from the outcome of the uncertainty.

and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could

have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily

determinable as of the date of this financial statement.

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

the outcome of this uncertainty.

continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could

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 financial statements.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of

America (“US GAAP”).

accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America

(“US GAAP”) and pursuant to the rules and regulations of the SEC.

Growth Company

28 unchanged sentences

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 $ 659,035 as of December 31, 2022.

Marketable securities held in Trust Account

December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested only

government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

under the Investment Company Act which invest only in direct U.S.

The Company had a cash balance of $ 28,560 and $ 659,035 as of December 31, 2023 and 2022, respectively.

Held in Trust Account

Company’s portfolio of investments held in the trust account is comprised of investments only in U.S.

government securities with

a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which

invest only in direct U.S.

government treasury obligations.

All of the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented

on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these

securities is included in interest income on investments held in trust account in the accompanying

statement of operations.

Except with respect to interest earned on the funds held in the trust account that may be released to

us to pay our tax obligations , unless and until the Company complete our initial business combination,

no proceeds held in the trust account will be available for our use, and interest income on investments will be reinvested in U.S.

December 31, 2022, the Company had $ 70,418,228 in investments held in the Trust Account, including interest income of $ 38,228 which will fully be reinvested in U.S.

Treasury securities.

Costs associated with a Public Offering

Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A —

“ Expenses of Offering.” Offering costs of $ 3,734,630 were charged to additional paid-in capital upon completion of

the Initial Public Offering.

Common 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 December 31, 2022, the common stock subject to possible redemption

in the amount of $ 70,380,000 are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s

balance sheet.

following table reconciles the Initial Public Offering proceeds to the common stock subject to possible redemption at December 31,

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

The Company’s investments held in the trust account are classified

as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

and losses resulting from the change in fair value of investments held in trust account are included in interest earned on marketable

securities held in trust account in the accompanying statements of operations.

The estimated fair value of investments held in the trust

account is determined using available market information.

As of December 31, 2023 and 2022, the trust account had balance of $ 50,880,604

and $ 70,418,228 , respectively.

The interest earned from the trust account totaled $ 3,580,311 for the year ended December 31, 2023 and

$ 38,228 for the period from January 14, 2022 (inception) through December 31, 2022, which were fully reinvested into the trust account

as earned and unrealized gain on investments and therefore presented as an adjustment to the operating activities in the Statement of

costs of $ 3,734,630 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 were charged to shareholders’

equity upon the completion of the IPO.

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

14 unchanged sentences

as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 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.

2 unchanged sentences

Consequently, income taxes are not reflected in the Company’s financial statement.

Income (Loss) per Ordinary Shares

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

The statements of operations include

a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income

In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company

first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed

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

The Company then allocated the undistributed income (loss)

ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares.

Any remeasurement

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

shareholders.

As of December 31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially,

be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted income (loss) per

share is the same as basic income (loss) per share for the period presented.

net income (loss) per share presented in the statements of operations is based on the following:

BASIC AND DILUTED

SCHEDULE OF NET INCOME (LOSS) PER SHARE

Non-Redeemable

the Year Ended

the Period from January 14, 2022 (Inception) Through

Non-Redeemable

diluted net income/(loss) per share:

Weighted-average shares outstanding

Ownership percentage

Allocation of net loss including

accretion of temporary equity

Interest earned on investment

held in trust account

Accretion of temporary equity

to redemption value (extension deposit)

Allocation of net income/(loss)

Denominators:

Weighted-average shares

and diluted net income/(loss) per share

Concentration

of Credit Risk

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 .

The Company has not experienced losses on these accounts

and management believes the Company is not exposed to significant risks on such accounts.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value

Measurement ,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Shares Subject to Possible Redemption

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

Liabilities from Equity ”.

Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured

at fair value.

Conditionally redeemable ordinary shares (including ordinary shares 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, ordinary shares is classified as stockholders’ equity.

The Company’s

ordinary shares 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 December

31, 2023 and December 31, 2022 , the ordinary shares subject to possible redemption in the amount

of $ 50,880,604 and $ 70,380,000 , respectively, are presented as temporary equity, outside of the shareholders’ equity section of

the Company’s balance sheet.

December 31, 2023, the ordinary shares reflected in the balance sheets are reconciled in the following table:

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

Gross Proceeds

Cash to the operating account

Underwriting expenses

( 1,725,000 )

Other offering expenses

Amount held back for Sponsor portion of risk capital in event of full exercise

of the over-allotment

Private Placement

Ordinary Shares subject to possible redemption, December 31, 2022

Withdrawn in connection with redemption

( 23,282,936 )

Accretion for ordinary shares subject to redemption (income earned on investment

held in trust account)

Accretion for ordinary shares subject to redemption (extension deposit)

Ordinary shares subject to possible redemption, December 31, 2023

Accounting Standards

August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-06, “ Debt — Debt with

Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity

(Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) ,”

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and

it simplifies the diluted earnings per share calculation in certain areas.

ASU 2020-06 is effective for the Company on January 1, 2022.

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

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 statement s .

on the Company’s financial statements.

3 — INITIAL PUBLIC OFFERING

to the Initial Public Offering, the Company sold 6,900,000 Units, including 900,000 additional units issued pursuant to the fully exercise

by the underwriter of its over-allotment option 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).

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.

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

Each Unit consists of one share of ordinary shares and one

right to receive one-tenth (1/10) of one Ordinary shares 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 ordinary shares (see Note 7).

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, EBC fully exercised their over-allotment option, resulting

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

See Note 1 for further details.

4 — PRIVATE PLACEMENTS

Simultaneously

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

Private Placement Units.

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.

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 .

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 .

with the closing of the IPO, the Company consummated the private sale of 390,000 Private Placement Units.

Each Unit consists of one share

of ordinary shares and one right to receive one-tenth (1/10) of one share of Ordinary shares 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 IPO 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 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 .

5 — RELATED PARTIES

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

February 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 the underwriters’

over-allotment is not exercised in full.

As a result of the underwriters’ election to fully exercise their over-allotment option

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

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.

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 common stock for cash, securities or other property.

from Related Party

Sponsor paid certain formation and operating costs on behalf of the Company.

These advances are due on demand and non-interest bearing.

As of December 31, 2022, the amount due to the Sponsor was $ 9,837 .

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

December 21, 2023, Alphavest Holding LP, one of the Sponsors, agreed to loan the Company $ 165,000

(the “Extension Note”) to cover expenses in connection with the extension of Business Combination Period from December

22, 2023 to March 22, 2024.

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

The Company may request, from time to time, up to $ 715,000 in drawdowns under this Extension Note to be used for

extension payments related to the Company’s Business Combination.

Principal of this Extension Note may be drawn down from time

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

On April 15, 2024, we amended and restated the Promissory

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, $ 165,000

was outstanding respectively.

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.

Administrative

4 unchanged sentences

liquidation, the Company will cease paying these monthly fees.

6 — COMMITMENTS AND CONTINGENCIES

holders of the Founder Shares, common stock issued to EBC, Private Placement Units and Units that may be issued upon conversion of Working Capital

Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement signed prior

to or on the effective date of Proposed Public Offering requiring the Company to register such securities for resale.

The holders of

these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such

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.

Company and EBC signed an engagement letter which was amended on September 15, 2022, pursuant to which, the Company will grant the underwriters

a 45-day option from the date of Proposed Public Offering to purchase up to 900,000 additional Units to cover over-allotments, if any,

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

As of December 31, 2022, the underwriter has fully

exercised the over-allotment.

underwriters are entitled to a cash underwriting discount of $ 0.25 per Unit, or $ 1,725,000 in the aggregate, payable upon the closing

of the Proposed Public Offering.

For the year ended December 31, 2023, the Company incurred $ 120,000 in

fees for these services with outstanding amount of $ 13,871 .

For the period from January 14, 2022 (inception) through December 31, 2022,

the Company incurred $ 3,871 in fees for these services.

Note — Related Party

June 3, 2022, the Company issued an unsecured promissory note to the Sponsor (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

December 21, 2023, Alphavest Holding LP, one of the Sponsor, agreed to loan the Company $ 165,000

(as amended and restated,

the “Extension Note”) to cover expenses in connection with extensions 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”).

The Company may request, from time to time, up to $ 715,000

in drawdowns under this

Extension Note to be used for extension payments related to the Company’s Business Combination.

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

were outstanding respectively.

On March 12, 2024, the Company issued a promissory

note to TenX Global Capital LP (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $ 400,000 .

The entire unpaid principal balance of this Note shall be payable on the earlier of:

(i) September 12, 2024 (six (6) months from the issuing

of this Note) or (ii) promptly after the date on which Maker consummates an initial business combination (a “Business Combination”)

(such earlier date, the “Maturity Date”) (as described in its initial public offering prospectus dated December 19, 2022 (the

“Prospectus”)).

On April 15, 2024, the Company amended and

restated the Extension Note with AlphaVest Holding LP to increase the principal amount to $ 715,000 extend the maturity date to the

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

February 22, 2023 the Company has agreed to pay TenX Global Capital LP a total of $ 784 for annual website service.

For the year ended

December 31, 2023, the Company incurred $ 784 in fees for these services.

the period from January 14, 2022 (inception) through December 31, 2022, the Company did no t incur any fees for these services.

6 — Commitments and Contingency

holders of the Founder Shares, ordinary shares issued to EBC, Private Placement Units and Units that may be issued upon conversion of

Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement

signed prior to or on the effective date of Proposed Public Offering requiring the Company to register such securities for resale.

holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company

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

Company and EBC signed an engagement letter which was amended on September 15, 2022, pursuant to which, the Company will grant EBC 45-day

option from the date of Proposed Public Offering to purchase up to 900,000 additional Units to cover over-allotments, if any, at the

Proposed Public Offering price less the underwriting discounts and commissions.

On December 29, 2022, EBC fully exercised the over-allotment.

EBC was paid a cash underwriting discount of $ 1,725,000 in the aggregate.

Combination Marketing Agreement

4 unchanged sentences

The Company will pay EBC a cash 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 Initial Public Offering, or $ 2,415,000 in aggregate.

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

and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could

have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering, and/or

search for a target company, the 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.

of its initial business combination in an amount equal to 3.5 % of the gross proceeds of the IPO, or $ 2,415,000 in aggregate.

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.

7 – Shareholders’ Equity

Stock — The Company is authorized to issue 2,000,000 shares of 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

As of December 31, 2022, there were no shares of preferred shares issued or outstanding.

Common 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

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 underwriters’ 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).

July 11, 2022, EBC received an aggregate of 125,000

shares of common stock (“EBC Founder Shares”) for an aggregate purchase price of $ 1,750 ,

or approximately $ 0.014

The Company estimated the fair value of the EBC founder shares to be $ 1,812

based upon the price of the founder shares issued to the Sponsor.

The holders of the EBC founder shares have agreed not to transfer,

assign or sell any such shares until the completion of a Business Combination.

In addition, the holders have agreed (i) to waive

their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion

of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such

shares if the Company fails to complete a Business Combination within the Combination Period.

Shares — The Company is authorized to issue 2,000,000 preference 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 December 31, 2023, there were no shares of preference shares issued or outstanding.

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.

February 7, 2022, the Sponsor received 1,725,000 shares of the Company’s ordinary

shares in exchange for $ 25,000 paid for deferred offering costs borne by the Founder.

1,725,000 ordinary shares, an aggregate of up to 225,000 ordinary shares 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

ordinary shares after the Public Offering (excluding Private Shares)

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

of $ 1,750 , or approximately $ 0.014 per share.

The Company estimated the fair value of the EBC founder shares to be $ 1,812 based upon

the price of the founder shares issued to the Sponsor.

The holders of the EBC founder shares have agreed not to transfer, assign or sell

any such shares until the completion of a Business Combination.

In addition, the holders have agreed (i) to waive their conversion rights

(or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination

and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to

complete a Business Combination within the Combination Period.

December 22, 2022, the Sponsor and EBC received an aggregate of 390,000 private units ( 365,000 private units purchased by the Sponsor

and 25,000 private units purchased by EBC) at a price of $ 10.00 per unit for a total purchase price of $ 3,900,000 in a private placement.

December 29, 2022, as a result of the underwriters’ election to fully exercise their over-allotment option, the Sponsor and EBC

received additional 40,500 private units on a pro rata basis ( 37,904 private units purchased by the Sponsor and 2,596 private units purchased

December 29, 2022, as a result of the EBC’s election to fully exercise their over-allotment option, the Sponsor and EBC received

additional 40,500 private units on a pro rata basis ( 37,904 private units purchased by the Sponsor and 2,596 private units purchased

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

of December 31, 2022, there were 2,280,500

shares of common stock issued and outstanding.

of December 31, 2023 and 2022, there were 2,280,500 ordinary shares issued and outstanding, excluding 4,725,829 shares and

6,900,000 of ordinary shares subject

to possible redemption which are presented as temporary equity as of December 31, 2023 and 2022, respectively.

— 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 share of common stock upon consummation of a 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 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 share of common stock underlying each right upon consummation of the Business Combination.

the Company is unable to complete a Business Combination within the required time period and the Company redeems 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

automatically receive one-tenth (1/10) of one share of ordinary shares upon consummation of a 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 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 shares underlying each right upon consummation of the Business Combination.

If the Company is unable to complete a Business Combination within the required time period and the Company redeems 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

8 — Fair Value Measurements

9 unchanged sentences

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Company classifies its securities in the Trust Account that are invested in funds, such as Mutual Funds or Money Market Funds, that primarily

invest in U.S.

Treasury and equivalent securities as Trading Securities in accordance with ASC Topic 320 “Investments - Debt and

Equity Securities.

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

December 31, 2022, assets held in the Trust Account were comprised of $ 70,418,228 in a mutual fund that is invested primarily in U.S.

Treasury Securities.

Through December 31, 2022, the Company did not withdraw any of the interest earned on the Trust Account.

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which

transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets

or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

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

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

OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Marketable securities held in the

Trust Account

31, 2023 and December 31, 2022.

and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

December 31, 2023

Marketable securities

held in the trust account

December 31, 2022

Marketable securities held

in the trust account

9 — SUBSEQUENT EVENTS

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

in the financial statements.

were available to be issued.

Based upon this review, the Company determined that there were no significant unrecognized events except

for the below:

March 11, 2024, the Company was contacted by the staff (the “Staff”) of The Nasdaq

Stock Market LLC (“Nasdaq”).

The Staff notified the Company that it was not in compliance with the Nasdaq continuing listing

standard following the termination of the phase-in period provided under Nasdaq Listing Rule 5615(b)(1) and 5605(c)(2)(A) regarding the

composition of the Company’s Board of Directors (the “Board”) and the Audit Committee, respectively, because a majority

of the Board was not comprised of independent directors and the Audit Committee was not comprised of at least three independent directors.

The Company believes that following the appointments described herein, that the Company is now compliant with Nasdaq Listing Rule 5615(b)(1)

and 5605(c)(2)(A), respectively.

March 12, 2024, the Company issued a promissory note to TenX Global Capital LP (the “Promissory Note”), pursuant to which

the Company could borrow up to an aggregate of $ 400,000 .

The entire unpaid principal balance of this Note shall be payable on the earlier

(i) September 12, 2024 (six (6) months from the issuing of this Note) or (ii) promptly after the date on which Maker consummates

an initial business combination (a “Business Combination”) (such earlier date, the “Maturity Date”) (as described

in its initial public offering prospectus dated December 19, 2022 (the “Prospectus”)).

March 15, 2024, Brian Hartzband was appointed to the Board as a Class I director with his initial term expiring at the Company’s

first annual meeting of stockholders.

The Board has determined that Mr.

Hartzband is an independent director under the Nasdaq Stock Market

Hartzband entered into the Company’s standard indemnification agreement for directors.

Hartzband was also appointed

as a member of the Audit Committee and as a member of the Compensation Committee.

On March 18, 2024, the Company delivered to Wanshun a notice of Termination of Business Combination, in which the

Business Combination Agreement was terminated pursuant to Section 8.1(e) of the Business Combination Agreement.

The termination of the

Business Combination Agreement is effective as of March 18, 2024.

For additional information regarding the Transactions, the Business

Combination Agreement, Notice of Termination of Business Combination and Wanshun, see the Current Reports on Form 8-K filed by the Company

with the SEC on August 14, 2023, August 17, 2023 and March 25, 2024.

March 22, 2024, a related party of the Company deposited $ 55,000 into the Trust Account, extending the deadline to complete a business

combination from March 22, 2024 to April 22, 2024.

April 15, 2024, we amended and restated the Extension Note with AlphaVest Holding LP 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 on the consummation of the

business combination.

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 9A. Controls and Procedures