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Item 1. Financial Statements

2024-05-20 compared with 2023-11-03 · 412 added, 428 removed, 184 unchanged (82% of the section changed)

1 unchanged sentence

ACQUISITION CORP

March 31, 2024

December 31, 2023

2 unchanged sentences

Total Current Assets

Prepaid expenses – Non-current

Cash held in trust escrow account

Marketable securities held in trust account

LIABILITIES, REDEEMABLE COMMON STOCK, AND SHAREHOLDERS’ EQUITY

LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT

Current Liabilities:

1 unchanged sentence

Due to related party

Promissory notes – Related party

Total Current Liabilities

Total Liabilities

Commitments and contingencies

Common stock subject to possible redemption ( 6,900,000 shares at $ 10.58 and $ 10.20 per share as of September 30, 2023 and December 31, 2022)

Shareholders’ Equity:

Preferred stock, $ 0.0001 par value;

Ordinary shares subject to possible redemption ( 4,725,829

shares at $ 10.90

per share as of March 31, 2024 and December 31, 2023, respectively)

Shareholders’ Deficit:

Preferred shares, $ 0.0001 par value;

2,000,000 shares authorized;

none issued and outstanding

Ordinary shares, $ 0.0001

none issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

shares issued and outstanding

2,280,500 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

Retained earnings (Accumulated deficit)

Total Shareholders’ Equity

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

Accumulated deficit

Total Shareholders’ Deficit

T otal Liabilities, Redeemable Ordinary Shares, and Shareholders’ Deficit

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

OF OPERATIONS

September 30,

January 14, 2022

and operating costs

from operations

income on investments held in trust account

interest income

income (loss)

average common stock outstanding, common stock subject to possible redemption

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

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

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

(1) Excluded an aggregate

of 225,000 shares subject to forfeiture at September 30, 2022 (see Note 5).

STATEMENTS OF OPERATIONS

March 31, 2024

March 31, 2023

Formation and operating costs

Loss from operations

Other Income:

Interest income on investments held in trust account

Unrealized loss on investments held in trust account

Bank interest income

Total other income

Weighted average ordinary shares outstanding, ordinary shares subject to possible redemption

Basic and diluted net income per share, ordinary shares subject to redemption

Weighted average ordinary shares outstanding, ordinary shares, non-redeemable

Basic and 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

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

Additional paid-in

(Accumulated deficit)

shareholders’ equity

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE THREE MONTHS ENDED MARCH 31, 2023

shareholders’

Balance as of January 1, 2023

Accretion for common stock subject to redemption amount

Accretion for ordinary shares subject to redemption amount (interest income)

Balance as of March 31, 2023

Accretion for common stock subject to redemption amount

Balance as of June 30, 2023

Accretion for common stock subject to redemption amount

Balance as of September 30, 2023

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

shareholders’ equity

Balance as of January 14, 2022 (inception)

Common stock issued to Sponsor (1)

Net income (loss)

THE THREE MONTHS ENDED MARCH 31, 2024

shareholders’

Balance as of January 1, 2024

$ ( 325,050 )

$ ( 324,822 )

$ ( 325,050 )

$ ( 324,822 )

Accretion for ordinary shares subject to redemption amount (interest income)

Accretion for ordinary shares subject to redemption amount (extension deposit)

Balance as of March 31, 2024

Balance as of June 30, 2022

Balance as of September 30, 2022

(1) Included an aggregate

of 225,000 shares subject to forfeiture at September 30, 2022 (see Note 5).

$ ( 616,973 )

$ ( 616,745 )

$ ( 616,973 )

$ ( 616,745 )

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

OF CASH FLOWS

September 30, 2023

For the Period from January 14, 2022 (inception) through September 30, 2022

STATEMENTS OF CASH FLOWS

Three Months Ended

March 31, 2024

Three Months Ended

March 31, 2023

Cash flows from operating activities:

Net income (loss)

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

Adjustments to reconcile net income to net cash used in operating activities:

Trust investment income

Unrealized loss on investments held in trust account

Changes in operating assets and liabilities:

Prepaid expense

Deferred offering costs

Accounts payable and accrued offering costs and expenses

Due to related party

Trust investment income

( 2,592,461 )

Promissory note – related party

Net cash used in operating activities

Cash flows from investing activities:

Cash deposited to trust escrow account

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from promissory note - related party

Net cash provided by financing activities

Net change in cash

2 unchanged sentences

Supplemental disclosure of noncash investing and financing activities

Accretion for common stock subject to redemption amount

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

Accretion for ordinary shares subject to redemption amount

Accrued expenses converted to promissory note

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

TO FINANCIAL STATEMENTS

1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

TO UNAUDITED FINANCIAL STATEMENTS

1 — ORGANIZATION AND BUSINESS OPERATIONS

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

5 unchanged sentences

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

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

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

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

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

Company will not generate any operating revenues until after the completion an initial Business Combination, at the earliest.

will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

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 Initial 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.

of March 31, 2024, the Company had not commenced any operations.

All activity through March 31, 2024 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.

3 unchanged sentences

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

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

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

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 Initial 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 SEC, and file tender offer documents containing

substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares

(as defined in Note 5) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business

Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective

of whether they vote for or against a proposed Business Combination.

Notwithstanding

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.

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.

On April 15, 2024, the Company 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.

August 11, 2023, AlphaVest Acquisition Corp, a Cayman Island exempted company (prior to the Merger Effective Date), “the Company”

and, 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 ordinary share of Wanshun

(each, a “Company Ordinary Share”), 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 ordinary shares 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 ordinary shares 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 Merger.

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.

additional information regarding the Transactions, the Business Combination Agreement and Wanshun, see the Current Reports on Form 8-K

filed by the Company with the SEC on August 14, 2023 and August 17, 2023.

May 2, 2024, the Company issued a promissory note to a potential target, pursuant to which the Company could borrow an aggregate of $ 440,000

(the “Extension Note 2”) to cover expenses in connection with the extension of Business Combination Period.

this Extension Note 2 may be drawn down from time to time prior to the Maturity Date upon written request from the Company.

As of May 20, 2024, an aggregate of $ 275,000 was deposited into trust account

and trust escrow account to extend the business combination period to May 22, 2024.

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”).

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.

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

and Wanshun, see the most recent Annual Report on Form 10-K and Current Reports on Form 8-K filed by the Company with the SEC on

August 14, 2023, August 17, 2023 and March 25, 2024.

Concern Consideration and Management Liquidity Plans

of September 30, 2023, the Company had cash of $ 57,843 and working capital of $ 29,296 .

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.

On August 11, 2023, the Company entered into a Business Combination

Agreement with Wanshun Technology Industrial Group Limited, but the Company cannot provide any assurance that its plan to consummate

an initial Business Combination within the relevant period will be successful.

of March 31, 2024, the Company had cash of $ 13,791 and

working capital deficit of $ 616,745 .

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”)

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of Presentation

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

America (“US GAAP”).

The unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States

of America (“U.S.

GAAP”) and the requirements of the U.S.

Securities and Exchange Commission (“SEC”) for interim

As permitted under those rules, certain footnotes or other financial information that are normally required by U.S.

be condensed or omitted.

These unaudited financial statements have been prepared on the same basis as the Company’s annual financial

statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary

for the fair statement of the Company’s financial information.

These interim results are not necessarily indicative of the results

to be expected for the fiscal year ending December 31, 2024, or for any other interim period or for any other future year.

Growth Company

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

At September 30, 2023 and December 31, 2022, the Company had a cash balance of $ 57,843 and $ 659,035 , respectively.

securities Held in Trust Account

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

are invested only in U.S.

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 $ 13,791 and $ 28,560 as of March 31, 2024 and December 31, 2023, 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.

government securities.

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

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

Such income reinvested will

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

of September 30, 2023 and December 31, 2022, the Company had $ 73,010,689 and $ 70,418,228 in investments held in the Trust Account, respectively,

including interest income of $ 954,788 and none for the three months ended September 30, 2023 and 2022, which were fully reinvested in

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.

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 September 30, 2023 and December 31, 2022, the common stock subject to possible

redemption in the amount of $ 73,010,689 and $ 70,380,000 , respectively, are presented as temporary equity, outside of the shareholders’

equity section of the Company’s balance sheet.

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

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

Initial Public Offering, including over-allotment

Private Placement

Cash to the operating account

Underwriting expenses

Other offering expenses

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

Balance, December 31, 2022

Accretion for common stock subject to redemption amount

Balance, March 31, 2023

Accretion for common stock subject to redemption amount

Balance, June 30, 2023

Accretion for common stock subject to redemption amount

Balance, September 30, 2023

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 March 31, 2024 and December 31, 2023, the trust account had balance of

$ 51,466,768 and $ 50,880,604 , respectively.

The interest earned from the trust account totaled $ 678,480 and $ 802,992 for three months

ended March 31, 2024 and 2023, respectively, 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 Cash Flows.

held in Trust Escrow Account

of March 31, 2024, the Company had $ 55,000 in cash held in the trust escrow account which not yet been deposited to

Trust Account.

Once deposited, the full amount will be invested in U.S.

government securities with

a maturity of 185 days or less or in money market funds.

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

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as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30,

2023 and December 31, 2022.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023.

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

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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 March 31, 2024, 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:

SCHEDULE OF NET INCOME (LOSS) PER SHARE

Non-Redeemable

Three Months Ended

March 31, 2024

For Three Months Ended

March 31, 2023

Non-Redeemable

Basic and 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 into redemption value (extension deposit)

Allocation of net income/(loss)

Denominators:

Weighted-average shares outstanding

Basic 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 March 31, 2024 and December

31, 2023 , the ordinary shares subject to possible redemption in the amount of $ 51 , 521 ,768 and $ 50,880,604 ,

respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

March 31, 2024, 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

Ordinary shares subject to possible redemption at December 31, 2023

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 at March 31,

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

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3 — INITIAL PUBLIC OFFERING

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

Each Unit consists of one share of common

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

one right (“Public Right”).

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

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

to receive or trade the fractional shares underlying the rights.

On December 29, 2022, EBC fully exercised their over-allotment option,

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

PRIVATE PLACEMENT

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.

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.

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 .

RELATED PARTY TRANSACTIONS

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

5 — RELATED PARTIES

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.

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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.

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

of March 31, 2024 and December 31, 2023, the amounts due to related parties were $ 295,739 and $ 174,837 , respectively, which is expected

to be settled upon the consummation of the business combination.

Administrative

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liquidation, the Company will cease paying these monthly fees.

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

in fees for these services with outstanding amount of $ 3,871 .

For the period from January 14, 2022 (inception) through September 30,

2022, the Company did no t incur any 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 Initial Public Offering.

The Promissory Note expired

on the consummation of the Initial Public Offering.

As of September 30, 2023, there were no borrowings outstanding under the Promissory Note.

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

For the three months

ended September 30, 2023, the Company incurred $ 198 in fees for these services.

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

September 30, 2022, the Company did no t incur any fees for these services.

COMMITMENTS & 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.

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

such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to completion of a Business Combination and rights to require the Company to 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.

For three months ended March 31, 2024, the Company incurred $ 30,000 in

fees for these services with outstanding amount of $ 30,000 .

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

for these services.

Notes — 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.

On April 11, 2024, the Company amended

and restated the Promissory Note with AlphaVest Holding LP to 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 March 31, 2024 and December 31, 2023, $ 0 was outstanding.

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

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.

of this Extension Note may be drawn down from time to time prior to the Maturity Date upon written request from the Company.

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 earlier of :

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

As of March 31, 2024 and December 31, 2023, $ 220,000 and

$165,000 were outstanding respectively.

March 12, 2024, the Company issued a promissory note to TenX Global Capital LP (the “Promissory Note 1”), 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”)).

As of March 31, 2024 and December 31, 2023, $ 65,902

and $ 0 were outstanding, respectively.

February 22, 2024 and 2023, the Company has agreed to pay TenX Global Capital LP a total of $ 537 and $ 784 for annual website service,

respectively.

For three months ended March 31, 2024 and 2023, the Company incurred $ 157 and $ 79 in fees for these services, respectively.

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

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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

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

Business Combination if it introduces the Company to the target business with whom it completes an initial Business Combination;

provided that the foregoing fee will not be paid prior to the date that is 60 days from the effective date of the Proposed Public Offering,

unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with the Proposed Public

Offering pursuant to FINRA Rule 5110.

STOCKHOLDERS’ 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 directors.

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

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

stock are entitled to one vote for each share.

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

offering costs borne by the Founder.

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

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

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

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 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

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

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 March 31, 2024, 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

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

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

to possible redemption which are presented as temporary equity.

of March 31, 2024 and December 31, 2023, there were 2,280,500

ordinary shares issued

and outstanding, excluding 4,725,829

ordinary shares subject

to possible redemption which are presented as temporary equity as of March 31, 2024 and December 31, 2023.

— 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.

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

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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

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 worthless.

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

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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.

September 30, 2023, assets held in the Trust Account were comprised of $ 73,010,689 in a mutual fund that is invested primarily in U.S.

Treasury Securities.

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

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

30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such

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 March 31,

2024 and December 31, 2023.

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

At March 31, 2024, the Company has recognized the unrealizes loss of $ 92,316 .

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Trading Securities

September 30, 2023

March 31, 2024

Marketable securities held in the trust account

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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:

On April 1, 2024, the Company entered a non-binding

letter of intent with a potential target.

On April 11, 2024, the Company amended and restated the Promissory Note

with AlphaVest Holding LP to 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.

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 of:

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

May 2, 2024, the Company issued a promissory note to a potential target (the “Extension Note 2”), pursuant to which the

Company could borrow an aggregate of $ 440,000 to

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

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

(i) December 12, 2024 or (ii) promptly after the

date on which Maker consummates an initial business combination .

Upon receiving due notification by the Company of the closing of a business

combination, potential target shall convert the unpaid principal balance under Extension Note 2 into a number of shares of non-transferable,

non-redeemable, ordinary shares of the Company equal to:

(x) the principal amount of this Extension Note 2 being converted, divided by

(y) the conversion price of Ten Dollars ($ 10.00 ), rounded up to the nearest whole number of shares, with such conversion to be effective

immediately prior to the closing the such business combination.

of May 20, 2024, $ 55,000 is outstanding in connection to extension on the business combination period to May 22, 2024.

May 2, 2024, the Company issued a promissory note to a potential target (the “Promissory Note 2”), pursuant to which the

Company could borrow up to an aggregate of $ 126,000 .

entire unpaid principal balance of this Promissory Note 2 shall be payable on the earlier of:

(i) December 12, 2024 or (ii) promptly

after the date on which Maker consummates an initial business combination .

Upon receiving due notification by the Company of

the closing of a business combination, potential target shall convert the unpaid principal balance under Extension Note 2 into a

number of shares of non-transferable, non-redeemable, ordinary shares of the Company equal to:

(x) the principal amount of this

Extension Note 2 being converted, divided by (y) the conversion price of Ten Dollars ($ 10.00 ), rounded up to the nearest whole

number of shares, with such conversion to be effective immediately prior to the closing the such business combination.

As of May 20,

2024, $ 126,000

is outstanding.

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

What changed 10-Q

Item 1. Financial Statements