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Item 2. Management’s Discussion and Analysis

2024-05-20 compared with 2023-11-03 · 129 added, 135 removed, 66 unchanged (80% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to AlphaVest

Acquisition Corp.

References to our “management” or our “management team” refer to our officers and directors,

and references to the “Sponsor” refer to AlphaVest Holding, LP.

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained

elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

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

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

differ materially from those expected and projected.

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

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

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

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

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

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

Such forward-looking statements

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

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

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

For information

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

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

Securities and Exchange

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

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

the SEC’s website at www.sec.gov.

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

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

to the “Company,” “our,” “us” or “we” refer to AlphaVest Acquisition Corp.

The following

discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited

financial statements and the notes related thereto.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a

result of many factors.

were incorporated in the Cayman Islands on January 14, 2022 for the purpose of effecting a merger, capital stock exchange, asset acquisition,

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

of Operations and Known Trends or Future Events

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

initial Business Combination.

Our entire activity up to September 30, 2023 has been related to our formation, the Initial Public Offering

and, since the closing of the Initial Public Offering, and a search for a Business Combination target.

We have, and expect to continue

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

We expect to continue

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

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

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

Our only activities since inception have been organizational

activities and those necessary to prepare for the IPO.

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

of our initial business combination.

We will generate income in the form of interest income on cash and cash equivalents after the IPO.

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

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

We expect our

expenses to increase substantially after the closing of the IPO.

the three months ended September 30, 2023, we had a net income of $755,988, which consists of interest earned on marketable securities

held in Trust Account and bank interest income of $954,809, offset by formation and operating costs of $198,821.

the nine months ended September 30, 2023, we had a net income of $2,105,442, which consists of interest earned on marketable securities

held in Trust Account and bank interest income of $2,592,636, offset by formation and operating costs of $487,194.

While we intend to focus our search on businesses

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

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

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

We intend to effectuate our initial business combination using

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

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

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

We cannot assure you that our plans to complete

a Business Combination will be successful.

of Operations

We have neither engaged in any operations nor generated any revenues to

Our only activities since inception through March 31, 2024 were organizational activities,

those necessary to prepare for the IPO described below and identifying a target company for our initial Business Combination.

expect to generate any operating revenues until after the completion of our initial Business Combination.

We expect to generate non-operating

income in the form of interest income on marketable securities held after the IPO.

We expect that we will incur increased expenses as

a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence

expenses in connection with searching for, and completing, a Business Combination.

three months ended March 31, 2024, we had a net income of $349,241, which consists of interest earned on marketable securities held in

Trust Account and bank interest income of $678,480, offset by formation and operating costs of $236,926 and unrealized loss on investments held in trust account of $92,316.

three months ended March 31, 2023, we had a net income of $644,898, which consists of interest earned on marketable securities held

in Trust Account and bank interest income of $803,085, offset by formation and operating costs of $158,187.

Capital Resources, and Going Concern

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

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

Simultaneously with the closing of

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

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

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

Simultaneously with the closing of the

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

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

6 unchanged sentences

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

government securities, within the meaning set forth

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

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

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

(i) the completion of a business combination

or (ii) the distribution of the trust account.

the nine months ended September 30, 2023, cash used in operating activities was $601,192.

Net income of $2,105,442 was affected by interest

earned on marketable securities held in the Trust Account of $2,592,461, changes in accounts payable and accrued offering costs and expenses

of $181,703 and changes in prepaid expenses of $67,530 provided to operating activities.

the period from January 14, 2022 (inception) through September 30, 2022, cash used in operating activities was $0.

Net loss of $3,749

was affected by deferred offering costs of $356,164, accounts payable and accrued offering costs and expenses of $67,740, and due to

related party of $292,173 provided to operating activities.

of September 30, 2023, we had marketable securities held in the Trust Account of $73,010,689 (including $954,788 of interest income for

the three months ended September 30, 2023) consisting of U.S.

government securities with a maturity of 185 days or

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

We intend to use substantially

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

initial business combination.

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

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

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

of March 31, 2024, we had marketable securities held in the trust account of $51,466,768 (including

$4,204,704 of interest income as of March 31, 2024) consisting of U.S.

Treasury Bills with a maturity of 185 days or less.

Interest income on

the balance in the Trust Account may be used by us to pay taxes.

Through September 30, 2023, we have not withdrawn any interest earned

Interest income

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

Through March 31, 2024, we have not withdrawn any interest earned

from the trust account.

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

account, to complete our initial business combination.

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

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

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

of September 30, 2023, we had cash of $57,843.

of March 31, 2024, we had cash of $13,791.

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

42 unchanged sentences

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

change in cash for the nine months ended September 30, 2023 was a decrease of $601,192 and was comprised of cash used in operating activities

Sheet Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023.

not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as

variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or purchased any non-financial assets.

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

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

and administrative support.

The arrangement will terminate upon the earlier of the Company’s consummation of a Business Combination

or its liquidation.

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

the Company’s initial business combination.

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

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

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

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

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

Accounting Policies

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2024.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities, or purchased any non-financial assets.

Party Transactions

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 EBC’s over-allotment

is not exercised in full.

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

founder shares are currently subject to forfeiture.

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

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

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.

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

our other sponsor.

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

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

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

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

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

borrow an aggregate of $165,000 (the “Extension Note”) to cover expenses in connection with the extension of Business Combination

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

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

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

Principal of this Extension

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

As of March 31, 2024, $220,000

were outstanding.

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”)).

March 31, 2024, $65,902 were outstanding.

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.

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.

Contractual Obligations

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

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

rights agreement dated July 11, 2023 requiring the Company to register such securities for resale.

Subject to certain limitations set

forth in such agreement, the holders of these securities will be entitled to make up to three demands, excluding short form registration

demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights

with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to

However, the registration rights agreement provides

that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until

the securities covered thereby are released from their lock-up restrictions.

The Company will bear the expenses incurred in connection

with the filing of any such registration statements.

Combination Marketing Agreement

have engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders

to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors

that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and

public filings in connection with the Business Combination.

The Company will pay EBC a service fee for such services upon the consummation

of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO.

In addition, the Company will pay EBC

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

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

at the closing date of the initial Business Combination.

Accounting Policies and Estimates

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

2 unchanged sentences

results could materially differ from those estimates.

We have identified the following critical accounting policies:

Stock Subject to Possible Redemption

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

Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability

instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights

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

control) is classified as temporary equity.

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

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

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

equity section of our balance sheet.

Income (Loss) per Common Share

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

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

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

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

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

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

For purposes of calculating net income (loss)

per share, any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered

to be dividends paid to our public shareholders.

Subsequent to calculating the total income (loss) allocable to both sets of shares,

we split the amount to be allocated using a ratio of 75% for the Public Shares and 25% for the non-redeemable shares for three and

nine months ended September 30, 2023, reflective of the respective participation rights.

of September 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted

into common shares and then share in our earnings.

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

We have not identified any critical accounting estimates and all the significant accounting policies are described in the Note 2 of this reviewed financial statements.

Accounting Standards

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

effect on our financial statements.

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

on our financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

2 unchanged sentences

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 2. Management’s Discussion and Analysis