AMC Robotics Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS. ALPHAVEST ACQUISITION CORP BALANCE SHEETS March 31, 2024 December 31, 2023 (Unaudited) ASSETS Current Assets: Cash $ 13,791 $ 28,560 Prepaid expenses 78,588 34,573 Total Current Assets 92,379 63,133 Cash held in trust escrow account 55,000 - Marketable securities held in trust account 51,466,768 50,880,604 Total Assets $ 51,614,147 $ 50,943,737 LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT Current Liabilities: Accounts payable and accrued offering costs and expenses $ 413,385 $ 213,118 Due to related party 9,837 9,837 Promissory notes – Related party 285,902 165,000 Total Current Liabilities 709,124 387,955 Total Liabilities 709,124 387,955 Commitments and contingencies Ordinary shares subject to possible redemption ( 4,725,829 shares at $ 10.90 and $ 10.77 per share as of March 31, 2024 and December 31, 2023, respectively) 51,521,768 50,880,604 Shareholders’ Deficit: Preferred shares, $ 0.0001 par value; 2,000,000 shares authorized; 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; 2,280,500 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively 228 228 Additional paid-in capital - - Accumulated deficit ( 616,973 ) ( 325,050 ) Total Shareholders’ Deficit ( 616,745 ) ( 324,822 ) T otal Liabilities, Redeemable Ordinary Shares, and Shareholders’ Deficit $ 51,614,147 $ 50,943,737 The accompanying notes are an integral part of these financial statements. 1 ALPHAVEST ACQUISITION CORP UNAUDITED STATEMENTS OF OPERATIONS Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Formation and operating costs $ 236,926 $ 158,187 Loss from operations ( 236,926 ) ( 158,187 ) Other Income: Interest income on investments held in trust account 678,480 802,992 Unrealized loss on investments held in trust account ( 92,316 ) - Bank interest income 3 93 Total other income 586,167 803,085 Net income $ 349,241 $ 644,898 Weighted average ordinary shares outstanding, ordinary shares subject to possible redemption 4,725,829 6,900,000 Basic and diluted net income per share, ordinary shares subject to redemption $ 0.09 $ 0.10 Weighted average ordinary shares outstanding, ordinary shares, non-redeemable 2,280,500 2,280,500 Basic and diluted net loss per share, ordinary shares, non-redeemable $ ( 0.04 ) $ ( 0.02 ) The accompanying notes are an integral part of these financial statements. 2 ALPHAVEST ACQUISITION CORP UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED MARCH 31, 2023 Ordinary shares Amount Additional paid-in capital Retained earnings (Accumulated deficit) Total shareholders’ equity Balance as of January 1, 2023 2,280,500 $ 228 $ 596,893 $ ( 42,578 ) $ 554,543 Accretion for ordinary shares subject to redemption amount (interest income) - - ( 596,893 ) ( 244,326 ) ( 841,219 ) Net income - - - 644,898 644,898 Balance as of March 31, 2023 2,280,500 $ 228 $ - $ 357,994 $ 358,222 FOR THE THREE MONTHS ENDED MARCH 31, 2024 Ordinary shares Amount Additional paid-in capital Accumulated deficit Total shareholders’ deficit Balance as of January 1, 2024 2,280,500 $ 228 $ - $ ( 325,050 ) $ ( 324,822 ) Balance 2,280,500 $ 228 $ - $ ( 325,050 ) $ ( 324,822 ) Accretion for ordinary shares subject to redemption amount (interest income) - - - ( 586,164 ) ( 586,164 ) Accretion for ordinary shares subject to redemption amount (extension deposit) - - - ( 55,000 ) ( 55,000 ) Net income - - - 349,241 349,241 Balance as of March 31, 2024 2,280,500 $ 228 $ - $ ( 616,973 ) $ ( 616,745 ) Balance 2,280,500 $ 228 $ - $ ( 616,973 ) $ ( 616,745 ) The accompanying notes are an integral part of these financial statements. 3 ALPHAVEST ACQUISITION CORP UNAUDITED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Cash flows from operating activities: Net income $ 349,241 644,898 Adjustments to reconcile net income to net cash used in operating activities: Trust investment income ( 678,480 ) ( 802,992 ) Unrealized loss on investments held in trust account 92,316 - Changes in operating assets and liabilities: Prepaid expense 37,522 28,468 Accounts payable and accrued offering costs and expenses 170,097 ( 218,459 ) Promissory note – related party 14,535 - Net cash used in operating activities ( 14,769 ) ( 348,085 ) Cash flows from investing activities: Cash deposited to trust escrow account ( 55,000 ) - Net cash used in investing activities ( 55,000 ) - Cash flows from financing activities: Proceeds from promissory note - related party 55,000 - Net cash provided by financing activities 55,000 - Net change in cash ( 14,769 ) ( 348,085 ) Cash at beginning of period 28,560 659,035 Cash at end of period $ 13,791 310,950 Supplemental disclosure of noncash investing and financing activities Accretion for ordinary shares subject to redemption amount $ 586,164 $ 841,220 Accrued expenses converted to promissory note $ 51,367 $ - The accompanying notes are an integral part of these financial statements. 4 ALPHAVEST ACQUISITION CORP NOTES TO UNAUDITED FINANCIAL STATEMENTS NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS AlphaVest Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on January 14, 2022. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As 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. The registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on December 19, 2022. 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. Following 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. On December 29, 2022, EarlyBirdCapital, Inc. (“EBC”) fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an aggregate amount of $ 9,000,000 . In connection with EBC’s full exercise of their over-allotment option, the Company also consummated the sale of an additional 40,500 Private Units at $ 10.00 per Private Unit, generating total proceeds of $ 405,000 . The 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. 5 Extension On 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. On 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. On 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. Principal of 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. Proposed Business Combination On 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”). On 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. For 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. Going Concern Consideration and Management Liquidity Plans As 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. 6 In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of the initial Business Combination or one year from the issuance date of this financial statements. There is no assurance that the Company’s plan to consummate a business combination will be successful. If a Business Combination is not consummated by the relevant period, there will be a mandatory liquidation and subsequent dissolution. As a result, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or are available to be issued. The financial statement does not include any adjustments that might result from the outcome of the uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation 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 reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can 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. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 7 Use of Estimates The preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had a cash balance of $ 13,791 and $ 28,560 as of March 31, 2024 and December 31, 2023, respectively. Investments Held in Trust Account The 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. 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 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. Cash held in Trust Escrow Account As 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. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 8 There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. Net 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 per share. 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. The net income (loss) per share presented in the statements of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE Redeemable Non-Redeemable Redeemable Non-Redeemable For Three Months Ended March 31, 2024 For Three Months Ended March 31, 2023 Redeemable Non-Redeemable Redeemable Non-Redeemable Particulars Shares Shares Shares Shares Basic and diluted net income/(loss) per share: Weighted-average shares outstanding 4,725,829 2,280,500 6,900,000 2,280,500 Ownership percentage 67 % 33 % 75 % 25 % Numerators: Allocation of net loss including accretion of temporary equity ( 196,904 ) ( 95,108 ) ( 147,554 ) ( 48,768 ) Interest earned on investment held in trust account 586,164 - 841,220 - Accretion of temporary equity into redemption value (extension deposit) 55,000 - Allocation of net income/(loss) 444,260 ( 95,108 ) 693,666 ( 48,768 ) Denominators: Weighted-average shares outstanding 4,725,829 2,280,500 6,900,000 2,280,500 Basic and diluted net income/(loss) per share 0.09 ( 0.04 ) 0.10 ( 0.02 ) Concentration of Credit Risk Financial 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. Fair Value of Financial Instruments The 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. 9 Ordinary Shares Subject to Possible Redemption The 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. At 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 50,880,604 Plus: Accretion for ordinary shares subject to redemption (income earned on investment held in trust account) 586,164 Accretion for ordinary shares subject to redemption (extension deposit) 55,000 Ordinary shares subject to possible redemption at March 31, 2024 $ 51,521,768 Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. NOTE 3 — INITIAL PUBLIC OFFERING Pursuant 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). We will not issue fractional shares and only whole shares will trade, so unless you purchase units in multiple of tens, you will not be able to receive or trade the fractional shares underlying the rights. On December 29, 2022, 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. 10 NOTE 4 — PRIVATE PLACEMENTS Simultaneously 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. In connection with EBC’s full exercise of their over-allotment option, the Company also consummated the sale of an additional 40,500 Private Units at $ 10.00 per Private Unit, generating total proceeds of $ 405,000 . NOTE 5 — RELATED PARTIES On 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. On 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. The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (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. As 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 Services Agreement Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay TenX Global Capital LP a total of $ 10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. 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. Promissory Notes — Related Party On 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. On December 21, 2023, Alphavest Holding LP, one of the Sponsor, agreed to loan the Company $ 165,000 (as amended and restated, the “Extension Note”) to cover expenses in connection with extensions of Business Combination Period. The Extension Note is unsecured, interest-free and payable on the earlier of: (i) March 22, 2024 or (ii) promptly after the date on which the Company consummates a Business Combination (such earlier date, the “Maturity Date”). The Company may request, from time to time, up to $ 715,000 in drawdowns under this Extension Note to be used for extension payments related to the Company’s Business Combination. Principal of this Extension Note may be drawn down from time to time prior to the Maturity Date upon written request from the Company. On April 15, 2024, the Company amended and restated the Extension Note with AlphaVest Holding LP to increase the principal amount to $ 715,000 extend the maturity date to the 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, $ 220,000 and $165,000 were outstanding respectively. 11 On 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. Website Service On 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. Note 6 — Commitments and Contingency Registration Rights The 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. 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 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. Underwriting Agreement The Company and EBC signed an engagement letter which was amended on September 15, 2022, pursuant to which, the Company will grant EBC 45-day option from the date of Proposed Public Offering to purchase up to 900,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions. On December 29, 2022, EBC fully exercised the over-allotment. EBC was paid a cash underwriting discount of $ 1,725,000 in the aggregate. 12 Business Combination Marketing Agreement The Company has 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 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 IPO, or $ 2,415,000 in aggregate. In addition, the Company will pay EBC a cash fee in an amount equal to 1.0 % of the total consideration payable in the initial Business Combination if it introduces the Company to the target business with whom it completes an initial Business Combination. Note 7 – Shareholders’ Equity Preference 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. Ordinary 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. On 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. Out of the 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) On July 11, 2022, EBC received an aggregate of 125,000 ordinary shares (“EBC Founder Shares”) for an aggregate purchase price of $ 1,750 , or approximately $ 0.014 per share. The Company estimated the fair value of the EBC founder shares to be $ 1,812 based upon the price of the founder shares issued to the Sponsor. The holders of the EBC founder shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. On December 22, 2022, the Sponsor and EBC received an aggregate of 390,000 private units ( 365,000 private units purchased by the Sponsor and 25,000 private units purchased by EBC) at a price of $ 10.00 per unit for a total purchase price of $ 3,900,000 in a private placement. On December 29, 2022, as a result of the EBC’s election to fully exercise their over-allotment option, the Sponsor and EBC received additional 40,500 private units on a pro rata basis ( 37,904 private units purchased by the Sponsor and 2,596 private units purchased by EBC) at a price of $ 10.00 per unit. As 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. Rights — 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 ordinary shares upon consummation of a Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary shares underlying each right upon consummation of the Business Combination. If the Company is unable to complete a Business Combination within the required time period and the Company redeems the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. 13 Note 8 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: 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. Level 2: 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. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The 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 value. 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 Date Trading Securities Level Fair Value March 31, 2024 Marketable securities held in the trust account 1 $ 51,466,768 December 31, 2023 Marketable securities held in the trust account 1 $ 50,880,604 NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that 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. On April 15, 2024, the Company amended and restated the Extension Note with AlphaVest Holding LP to increase the principal amount to $ 715,000 and extend the maturity date to the earlier of: (i) September 12, 2024 or (ii) promptly after the date on the consummation of the business combination. On 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. The 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. As of May 20, 2024, $ 55,000 is outstanding in connection to extension on the business combination period to May 22, 2024. On 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 . The 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. 14