What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-19 compared with 2024-05-20 · 62 added, 57 removed, 138 unchanged (46% of the section changed)

21 unchanged sentences

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.

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

Our only activities since inception through June 30, 2024

were organizational activities, those necessary to prepare for the IPO described below and identifying

a target company for our initial Business Combination.

We do not 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

three months ended June 30, 2024, we had a net income of $382,746, which consists of interest earned on marketable securities held in

Trust Account and bank interest income of $530,143, offset by formation and operating costs of $147,397.

six months ended June 30, 2024, we had a net income of $731,987, which consists of interest earned on marketable securities held in Trust

Account and bank interest income of $1,208,626, offset by formation and operating costs of $384,323 and unrealized loss on the investment

three months ended June 30, 2023, we had a net income of $704,555, which consists of interest earned on marketable securities held in

Trust Account and bank interest income of $834,742, offset by formation and operating costs of $130,187.

six months ended June 30, 2023, we had a net income of $1,349,454, which consists of interest earned on marketable securities held in

Trust Account and bank interest income of $1,637,827, offset by formation and operating costs of $288,373.

Capital Resources, and Going Concern

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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.

of June 30, 2024, we had marketable securities held in the trust account of $51,996,909 (including $4,734,845 of interest income

as of June 30, 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 March 31, 2024, we have not withdrawn any interest earned

from the trust account.

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

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

due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses

or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure,

negotiate and complete an initial business combination.

Interest income on the balance in the trust

account may be used by us to pay taxes.

Through June 30, 2024, we have not withdrawn any interest earned from the trust account.

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

On May 2, 2024, we issued a

promissory note to a potential target in the aggregate principal amount of $126,000, to be used, in part, for operating costs.

order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,

29 unchanged sentences

statements are issued or are available to be issued.

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.

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

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.

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 statements do not include any adjustments that might result from

the outcome of the uncertainty.

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.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2024.

We do 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.

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

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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 :

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.

As of June 30, 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,

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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

On April 15, 2024, we amended

and restated the Extension Note to increase the principal amount to $715,000 and extend the maturity date to the earlier of:

(i) September

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

As of June 30, 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

(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, $91,532 were

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.

30 unchanged sentences

results could materially differ from those estimates.

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.

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

5 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