What changed in this filing

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Item 1. Financial Statements

2024-11-19 compared with 2024-08-19 · 175 added, 115 removed, 516 unchanged (36% of the section changed)

1 unchanged sentence

ACQUISITION CORP

June 30, 2024

September 30, 2024

December 31, 2023

7 unchanged sentences

Accounts payable and accrued offering costs and expenses

Other payable

Due to related party

5 unchanged sentences

Commitments and contingencies

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)

Ordinary shares subject to possible redemption ( 4,725,829 shares at $ 11.23 and $ 10.77 per share as of September 30, 2024 and December 31, 2023, respectively)

Shareholders’ Deficit:

1 unchanged sentence

2,000,000 shares authorized;

none issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

none issued and outstanding as of September 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 June 30, 2024 and December 31, 2023, respectively

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

Additional paid-in capital

Accumulated deficit

( 1,276,947 )

Total Shareholders’ Deficit

( 1,276,719 )

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

3 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Formation and operating costs

12 unchanged sentences

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

shareholders’ equity

4 unchanged sentences

Balance as of June 30, 2023

THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

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

Balance as of September 30, 2023

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

shareholders’ deficit

12 unchanged sentences

$ ( 874,140 )

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

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

Balance as of September 30, 2024

$ ( 1,276,947 )

$ ( 1,276,719 )

$ ( 1,276,947 )

$ ( 1,276,719 )

ACQUISITION CORP

STATEMENTS OF CASH FLOWS

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Cash flows from operating activities:

7 unchanged sentences

Accounts payable and accrued offering costs and expenses

Other payable

Promissory note – related party

1 unchanged sentence

Cash flows from investing activities:

Purchase of investment held in Trust Account

Cash deposited to trust escrow account

23 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 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.

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

All activity through September 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.

48 unchanged sentences

(ii) promptly after the date of the consummation of the business combination.

On October 25 , 2024 , the Company amended and restated the Extension

Note with AlphaVest Holding LP to extend the maturity date to 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.

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.

of the date of this filing, an aggregate of $ 605,000 was deposited into trust account and trust escrow account to extend the business combination

period to November 22, 2024.

Business Combination

9 unchanged sentences

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 .

May 2, 2024, the Company issued a promissory note to AMC (defined below) (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.

Extension Note 2 bears no interest.

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

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, AMC 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 September 30, 2024 and December

31, 2023, $ 330,000 and $ 0 were outstanding, respectively.

May 2, 2024, the Company issued a promissory note to AMC (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.

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

Upon receiving due notification by the Company of the closing of a business combination, AMC 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 September 30, 2024 and December 31, 2023, $ 126,000 and $ 0 were outstanding, respectively.

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.

Concern Consideration and Management Liquidity Plans

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

of September 30, 2024, the Company had cash of $ 7,095 and working capital deficit of $ 1,276,719 .

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.

14 unchanged sentences

The financial statement does not include any adjustments that might result from the outcome of the uncertainty.

September 13, 2024, the Company received a written notice (the “Notice”) from the Listing Qualifications Department (the

“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company is not in compliance

with Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”), which requires the Company to have at least 400 total holders

for continued listing on The Nasdaq Global Market.

An indicator will be displayed with quotation information related to the Company’s

securities on listingcenter.nasdaq.com and may be displayed by other third-party providers of market data information, however, the Notice

does not impact the listing of the Company’s securities on The Nasdaq Global Market at this time.

The Notice states that the Company

has 45 calendar days, or until October 28, 2024, to submit a plan (the “Company’s Plan”) to regain compliance with

the Minimum Public Holders Rule.

If the Company is unable to regain compliance by that date, the Company intends to submit a plan to

regain compliance with the Minimum Public Holders Rule within the required timeframe.

If Nasdaq accepts the Company’s Plan, Nasdaq

may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public

Holders Rule.

If Nasdaq does not accept the Company’s Plan, the Company will have the opportunity to appeal the decision in front

of a Nasdaq Hearings Panel.

However, there can be no assurance that such an appeal would be successful.

The Company, by filing this Current

Report Form 8-K, discloses its receipt of the Notice in accordance with Nasdaq Listing Rule 5810(b).

The Company intends to monitor its

total holders between now and October 28, 2024, and may, if appropriate, evaluate available options to resolve the deficiency under the

Minimum Public Holders Rule and regain compliance with the Minimum Public Holders Rule.

Additionally, the Company may consider applying

to transfer the listing of its securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued

listing on that market).

However, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq

listing criteria.

The Company submitted the Company’s Plan on October 28, 2024 to transfer the listing of our Ordinary Shares,

Units and Rights from the Nasdaq Global Market to the Nasdaq Capital Market.

and Uncertainties

47 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 $ 13,793 and $ 28,560 as of June 30, 2024 and December 31, 2023, respectively.

The Company had a cash balance of $ 7,095 and $ 28,560 as of September 30, 2024 and December 31, 2023, respectively.

Held in Trust Account

11 unchanged sentences

account is determined using available market information.

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.

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

of $ 53,011,509 and $ 50,880,604 , respectively.

The interest earned from the trust account totaled $ 684,600 and $ 954,788 for three months

ended September 30, 2024 and 2023, respectively, and $ 1,893,221 and

$ 2,592,461 for nine months ended September 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 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.

of September 30, 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

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 June 30, 2024

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

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.

20 unchanged sentences

SCHEDULE OF NET INCOME (LOSS) PER SHARE

Six Months Ended

Three Months Ended

September 30,

Nine Months Ended

September 30,

Accretion of temporary equity into redemption value (interest earned)

7 unchanged sentences

$ ( 525,247 )

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

September 30, 2024

September 30, 2023

Non-Redeemable

7 unchanged sentences

Interest earned on investment held in trust account

Accretion of temporary equity into redemption value (extension deposit)

Accretion of temporary equity into redemption value

(extension deposit)

Allocation of net income/(loss)

23 unchanged sentences

subject to the occurrence of uncertain future events.

Accordingly, at June 30, 2024 and December

Accordingly, at September 30, 2024 and December

31, 2023 , the ordinary shares subject to possible redemption in the amount of $ 53,066,509 and $ 50,880,604 ,

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

June 30, 2024, the ordinary shares reflected in the balance sheets are reconciled in the following table:

September 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

6 unchanged sentences

Ordinary shares subject to possible redemption at June 30, 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 September 30, 2024

Promissory Note

51 unchanged sentences

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

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

of September 30, 2024 and December 31, 2023, the amounts due to related parties were $ 433,004 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 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.

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 nine months ended September 30, 2024, the Company

incurred $ 30,000 and $ 90,000 in fees respectively for these services.

As of September 30, 2024, the amount outstanding was $ 103,871 .

For three months and nine months ended September 30, 2023, the Company incurred $ 30,000 and $ 90,000 in fees respectively for these services.

Notes - Related Party

5 unchanged sentences

promptly after the date of the consummation of the business combination.

As of June 30, 2024 and December 31, 2023, $ 0 was outstanding.

The Promissory Note expired on September 12, 2024.

As of September

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

12 unchanged sentences

(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.

25 , 2024 , the Company amended and restated the Extension Note with AlphaVest Holding LP to extend the maturity date to promptly

after the date of the consummation of the business combination.

As of September 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

4 unchanged sentences

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.

October 21, 2024, the Company amended and restated the Promissory Note with AlphaVest Holding LP to extend the maturity date to the earlier

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

As of September 30,

2024 and December 31, 2023, $ 203,167 and $ 0 were outstanding, respectively.

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

respectively.

For three months ended 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

For three months ended September 30, 2024 and 2023, the Company incurred $ 134 and $ 198 in fees for these services, respectively.

For nine months ended September 30, 2024 and 2023, the Company incurred $ 425 and

$ 436 in fees for these services, respectively.

NOTE 6 - COMMITMENTS AND CONTINGENCY

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

27 unchanged sentences

voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of September

30, 2024, there were no shares of preference shares issued or outstanding.

21 unchanged sentences

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

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.

of September 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 September 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

28 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 June 30,

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

30, 2024 and December 31, 2023.

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

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

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

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

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

4 unchanged sentences

were available to be issued.

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.

Based upon this review, the Company identified the following subsequent event that is required

disclosure in the financial statements.

October 11, 2024, the Company issued a promissory note to AMC (the “Promissory Note 3”), pursuant to which the Company could

borrow up to an aggregate of $ 100,000 .

The entire unpaid principal balance of this Promissory Note 3 shall be payable on the earlier

(i) December 31, 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 Promissory Note 3 into a number of shares of non-transferable, non-redeemable, ordinary shares of the Company equal to:

principal amount of this Promissory Note 3 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 the date of this filing, $ 54,285 is outstanding.

As previously disclosed in Note 1, the Company received a written notice

from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the

Company that the Company is not in compliance with Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”), which requires

the Company to have at least 400 total holders for continued listing on The Nasdaq Global Market.

On October 28, 2024, the Company submitted

a plan to transfer the listing of our Ordinary Shares, Units and Rights from the Nasdaq Global Market to the Nasdaq Capital Market.

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