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Item 1. Financial Statements

2024-08-19 compared with 2024-05-20 · 224 added, 189 removed, 407 unchanged (50% of the section changed)

1 unchanged sentence

ACQUISITION CORP

March 31, 2024

June 30, 2024

December 31, 2023

2 unchanged sentences

Total Current Assets

Cash held in trust escrow account

Marketable securities held in trust account

Cash held in trust escrow account

LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT

2 unchanged sentences

Due to related party

Promissory notes – third party

Promissory notes – related party

Promissory notes

Total Current Liabilities

1 unchanged sentence

Commitments and contingencies

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)

Ordinary shares subject to possible redemption ( 4,725,829 shares at $ 11.04 and $ 10.77 per share as of June 30, 2024 and December 31, 2023, respectively)

Shareholders’ Deficit:

1 unchanged sentence

2,000,000 shares authorized;

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

none issued and outstanding as of June 30, 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

2,280,500 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

5 unchanged sentences

STATEMENTS OF OPERATIONS

March 31, 2024

March 31, 2023

Three Months Ended

Six Months Ended

Formation and operating costs

Loss from operations

Other Income:

Other Income (expenses):

Interest income on investments held in trust account

2 unchanged sentences

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

Weighted average common stock outstanding, common stock subject to possible redemption

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

Weighted average common stock outstanding, common stock, non-redeemable

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

accompanying notes are an integral part of these financial statements.

1 unchanged sentence

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE THREE MONTHS ENDED MARCH 31, 2023

shareholders’

THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

shareholders’ equity

Balance as of January 1, 2023

1 unchanged sentence

Balance as of March 31, 2023

THE THREE MONTHS ENDED MARCH 31, 2024

shareholders’

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

Balance as of June 30, 2023

THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

shareholders’ deficit

Balance as of January 1, 2024

1 unchanged sentence

$ ( 324,822 )

$ ( 325,050 )

$ ( 324,822 )

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

1 unchanged sentence

Balance as of March 31, 2024

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

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

Balance as of June 30, 2024

$ ( 874,368 )

2 unchanged sentences

$ ( 874,140 )

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

STATEMENTS OF CASH FLOWS

Three Months Ended

March 31, 2024

Three Months Ended

March 31, 2023

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

Cash flows from operating activities:

1 unchanged sentence

Trust investment income

( 1,208,621 )

( 1,637,673 )

Unrealized loss on investments held in trust account

9 unchanged sentences

Proceeds from promissory note – related party

Proceeds from promissory note – third party

Net cash provided by financing activities

4 unchanged sentences

Accretion for ordinary shares subject to redemption amount

Accrued expenses converted to promissory note

Accrued expenses converted to promissory note– related party

Accrued expenses converted to promissory note – third party

Prepaid expenses paid by promissory note – third party

accompanying notes are an integral part of these financial statements.

9 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 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.

of June 30, 2024, the Company had not commenced any operations.

All activity through June 30, 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.

40 unchanged sentences

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.

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.

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

1 unchanged sentence

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.

of August 19, 2024, an aggregate of $ 440,000

was deposited into trust account and trust escrow

account to extend the business combination period to August 22, 2024.

Business Combination

7 unchanged sentences

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.

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.

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

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

The Extension Note 2 bears no interest.

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 June 30, 2024 and December 31, 2023, $ 110,000

were outstanding, respectively.

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 Promissory Note 2 bears no interest.

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

(i) December 12, 2024 or (ii) promptly after the date on which Maker consummates an initial business combination.

receiving due notification by the Company of the closing of a business combination, potential target shall convert the unpaid

principal balance under Promissory 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 Promissory 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 June 30, 2024 and December 31, 2023, $ 126,000

were outstanding, respectively.

Concern Consideration and Management Liquidity Plans

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.

of June 30, 2024, the Company had cash of $ 13,793 and working capital deficit of $ 874,140 .

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

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

of America (“U.S.

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.

37 unchanged sentences

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

The Company had a cash balance of $ 13,791 and $ 28,560 as of March 31, 2024 and December 31, 2023, respectively.

The Company had a cash balance of $ 13,793 and $ 28,560 as of June 30, 2024 and December 31, 2023, respectively.

Held in Trust Account

11 unchanged sentences

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

As of June 30, 2024 and December 31, 2023, the trust account had balance of

$ 51,996,909 and

$ 50,880,604 ,

respectively.

The interest earned from the trust account totaled $ 530,141

and $ 834,681

for three months ended

June 30, 2024 and 2023, respectively, and $ 1,208,621

and $ 1,637,673

for six months ended

June 30, 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.

of June 30, 2024, the Company had $ 165,000 in cash held in the trust escrow account which not yet been deposited to Trust Account.

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

14 unchanged sentences

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.

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

is currently no taxation imposed on income by the Government of the Cayman Islands.

3 unchanged sentences

Income (Loss) per Ordinary Shares

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

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

The statements of operations include

8 unchanged sentences

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.

As of June 30, 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

Six Months Ended

Accretion of temporary equity into redemption value (interest earned)

( 1,116,305 )

( 1,675,901 )

Accretion of temporary equity into redemption value (extension deposit)

Net loss including accretion of equity into redemption value

$ ( 257,395 )

$ ( 130,126 )

$ ( 549,318 )

$ ( 326,447 )

For Three Months Ended

June 30, 2024

For Six Months Ended

June 30, 2024

For Three Months Ended

June 30, 2023

For Six Months Ended

June 30, 2023

Non-Redeemable

Three Months Ended

March 31, 2024

For Three Months Ended

March 31, 2023

Non-Redeemable

31 unchanged sentences

subject to the occurrence of uncertain future events.

Accordingly, at March 31, 2024 and December

Accordingly, at June 30, 2024 and December

31, 2023 , the ordinary shares subject to possible redemption in the amount of $ 52,161,909 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:

June 30, 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

3 unchanged sentences

Ordinary shares subject to possible redemption at March 31, 2024

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 June 30, 2024

Promissory Note

Company adopted the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

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) (“ASU 2020-06”) and accounts for its convertible promissory notes as debt (liability) on the balance

The Company’s assessment of the embedded conversion feature (see Note 1 - Organization and Business Operations) considers

the derivative scope exception guidance under ASC 815 pertaining to equity classification of contracts in an entity’s own equity.

The conversion feature of these promissory notes meets the definition of a derivative instrument.

However, bifurcation of conversion

feature from the debt host is not required because the conversion feature meets ASC 815 scope exception, as the promissory notes are

convertible in shares of the Company’s common stock which is considered indexed to the Company’s own stock and classified

in stockholders’ equity.

Accounting Standards

40 unchanged sentences

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

of June 30, 2024 and December 31, 2023, the amounts due to related parties were $ 321,369 and $ 174,837 , respectively, which is expected

to be settled upon the consummation of the business combination.

1 unchanged sentence

Services Agreement

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.

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 and six months ended June 30,

2024, the Company incurred $ 30,000 and

fees respectively for these services.

As of June 30, 2024, the amount outstanding was $ 73,871 .

For three months and six months

ended June 30, 2023, the Company incurred $ 30,000 and

fees respectively 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 :

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

As of June 30, 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 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.

of June 30, 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

(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 June 30, 2024 and December 31,

2023, $ 91,532 and $ 0 were outstanding, respectively.

1 unchanged sentence

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

For three months ended June 30, 2024 and 2023, the Company incurred $ 134 and $ 159 in fees for these services, respectively.

For six months ended June 30, 2024 and 2023, the Company incurred $ 291 and

$ 238 in fees for these services, respectively.

NOTE 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

25 unchanged sentences

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.

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.

30, 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

18 unchanged sentences

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

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 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

of June 30, 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 June 30, 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 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.

8 - FAIR VALUE MEASUREMENTS

16 unchanged sentences

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,

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30,

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 .

At June 30, 2024, the Company has recognized the unrealizes loss of $ 92,316 .

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Trading Securities

March 31, 2024

Marketable securities held in the trust account

December 31, 2023

Marketable securities held in the trust account

securities held in the trust account

9 - SUBSEQUENT EVENTS

1 unchanged sentence

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.

Based upon this review, the Company identified the following subsequent event that is required disclosure in the financial statements.

August 16, 2024, the Company entered into a business combination agreement (the “Merger Agreement”) with AV Merger Sub, wholly

owned subsidiary of the Company (“Merger Sub”), and AMC Corporation, a Washington corporation (“AMC”).

terms and subject to the conditions of the Merger Agreement, an in accordance with applicable law, Merger Sub will merge with AMC, with

AMC surviving the merger as a wholly owned subsidiary of the Company.

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