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Item 9A. Controls and Procedures

2025-04-14 compared with 2024-04-16 · 629 added, 580 removed, 867 unchanged (58% of the section changed)

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of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information

required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within

the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls

and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is

accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions

regarding required disclosure.

Our management evaluated, with

the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness

of our disclosure controls and procedures as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that

evaluation, our Certifying Officers concluded that, as of December 31, 2023, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that

the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect

the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations

in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we

have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based

partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving

its stated goals under all potential future conditions.

required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, our management, including our President and Chief Financial Officer,

evaluated, as of December 31, 2024, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e)

and Rule 15d-15(e).

Based on that evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures

were effective as of December 31, 2024, to provide reasonable assurance that information required to be disclosed by us in reports filed

or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and

forms of the Exchange Act and is accumulated and communicated to management, including the President and Chief Financial Officer, as

appropriate to allow timely decisions regarding required disclosures.

believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives

of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of

fraud or error, if any, within a company have been detected.

Report on Internal Controls Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and for our assessment of the effectiveness of internal

control over financial reporting.

Our internal control over financial reporting is a process designed under the supervision of our Chief

Executive Officer and our Chief Financial Officer, and effected by our Board, management and other personnel, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance

generally accepted accounting principles and includes those policies and procedures that:

(1) pertain to the maintenance of

records that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with

authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and for our assessment of the effectiveness of internal control over financial

Our internal control over financial reporting is a process designed under the supervision of our President and our Chief Financial

Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S.

generally accepted

accounting principles.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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or that the degree of compliance with the policies or procedures may deteriorate.

management, including our Chief Executive Officer and Chief Financial Officer, has conducted an assessment regarding the effectiveness

of our internal control over financial reporting as of December 31, 2023, based on the framework established in Internal Control - Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment under the criteria

described above, management has concluded that our internal control over financial reporting was effective as of December 31, 2023.

management, including our President and Chief Financial Officer, has conducted an assessment regarding the effectiveness of our internal

control over financial reporting as of December 31, 2024, based on the framework established in Internal Control - Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment under the criteria described

above, management has concluded that our internal control over financial reporting was effective as of December 31, 2024.

in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f)

and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

OTHER INFORMATION

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Wei was selected to serve on the Board of Directors due to her experience in domestic and financial institutions.

Brian Hartzband, our director, is a business development executive with large corporate and start-up experience.

He co-founded

Handcrafted 4 Home in June 2017, which is a home decor brand, specializing in handcrafted home storage products.

Under his leadership,

Hartzband grew the company to one of the top sellers by volume of home organization products on Wayfair.com and expanded to other

large retail outlets, such as Walmart and Home Depot.

Prior to founding Handcrafted 4 Home, Brian spent over 10 years in Wall Street

and worked in finance for some of the largest financial institutions of the world.

From January 2014 to June 2016, Mr.

Hartzband worked

as a Financial Advisor at Merrill Lynch, primarily responsible for managing public company executives’ stock plans and personal

wealth investment strategies.

From February 2008 to January 2014, Mr.

Hartzband worked as a Senior Investment Associate at UBS Financial

Services, where his team’s assets grew to over $125 million by developing relationships with C-Suite executives of major public

companies along with international clients in China.

From 2007 to March 2008 Mr.

Hartzband started out at Bear Stearns (acquired by J.P.

Morgan as a Marketing Assistant, primarily responsible for building and growing relationships with ultra-high net worth individuals,

C-Suite executives at public companies.

Hartzband holds a B.S.

in Finance from Suffolk University.

Hartzband was selected to

serve on our board due to his extensive experience in finance.

Luo, our director, has been the manager of Cleantech Global Limited, an investment consulting firm, since 2014, and the president

of Prime Science & Technology, Inc., a computer/software consulting and IT outsourcing company, since 2006.

Since 2021, he has also

been the president of PNE Limited Partner LLC and Luo & Long General Partner LLC, which are special purpose vehicles that were established

for the sole purpose of investing in Princeton NuEnergy, a US based cleantech company.

He has also served as Chief Executive Officer

of Bowen Acquisition Corporation, a blank check company, since March 2023.

From 2011 to 2016, he served as managing partner of Faith

Asset Management LLC, a global investment firm focused on the clean energy sector.

From 2000 to 2006, he worked for Oracle as a Principal

Before 2000, he worked as a senior information system professional in various Fortune 500 companies including China Resources

Group and Liz Claiborne.

Luo also served as an executive for many non-profit organizations such as Chairman of the Tsinghua Alumni

Association in New York and President of New Jersey Chinese Computer Professionals Society.

Luo is a member of Tsinghua Entrepreneur

& Elite Club.

He has invested in many cleantech/fintech companies over the last 10 years.

Luo received degrees in Applied Mathematics

and Computer Science from Tsinghua University, a Computer Science Masters degree from New Jersey Institute of Technology and a masters

degree in Computational Mathematics from Tsinghua University.

and Terms of Office of Officers and Directors

currently have five directors.

currently have four directors.

Our board of directors is divided into three classes with only one class of directors being elected in

each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year

The term of office of the first class of directors, consisting of Li (Helen) Wei and Brian Hartzband, will expire at our first

The term of office of the first class of directors, consisting of Li (Helen) Wei and Jiangang Luo, will expire at our first annual

meeting of shareholders.

The term of office of the second class of directors, consisting of Yong (David) Yan, will expire at the second

annual meeting of shareholders.

The term of office of the second class of directors, consisting of Yong (David) Yan, will expire at the

second annual meeting of shareholders.

The term of office of the third class of directors, consisting of Pengfei Zheng and Shu Wang,

will expire at the third annual meeting of shareholders.

We may not hold an annual meeting of shareholders until after we consummate

our initial business combination.

The term of office of the third class of directors, consisting of Pengfei Zheng and Shu Wang, will expire

at the third annual meeting of shareholders.

We may not hold an annual meeting of shareholders until after we consummate our initial

business combination.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms

Our board of directors is authorized to appoint persons to the offices set forth in our Second Amended and Restated Memorandum

and Articles of Association as it deems appropriate.

Our Second Amended and Restated Memorandum and Articles of Association provide that

our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President, a Chief Financial Officer,

Vice Presidents, Secretary, Treasurer, Assistant Secretary, and such other offices as may be determined by the board of directors.

and Articles of Association, as amended, as it deems appropriate.

Our Second Amended and Restated Memorandum and Articles of Association,

as amended, provide that our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President,

a Chief Financial Officer, Vice Presidents, Secretary, Treasurer, Assistant Secretary, and such other offices as may be determined by

the board of directors.

listing standards require that a majority of our board of directors be independent, subject to certain phase-in provisions.

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Our board of directors has determined that each of Shu Wang,

Li (Helen) Wei and Brian Hartzband are “independent directors” as defined in the NASDAQ listing standards and applicable

Li (Helen) Wei and Jiangang Luo are “independent directors” as defined in the NASDAQ listing standards and applicable SEC

We are utilizing the phase-in exception provided by NASDAQ and will add a third independent director within the phase-in period

as required by NASDAQ.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

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independent directors.

Wang, Li (Helen) Wei and Brian Hartzband serve as members of our audit committee, with Shu Wang serving as the Chairman of the audit

Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least three members of the audit committee,

all of whom must be independent, subject to certain phase-in provisions.

Each such person meets the independent director standard under

NASDAQ listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

member of the audit committee is financially literate and our board of directors has determined that Shu Wang qualifies as an “audit

committee financial expert” as defined in applicable SEC rules.

Wang, Li (Helen) Wei and Jiangang Luo serve as members of our audit committee, with Shu Wang serving as the Chairman of the audit committee.

Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all

of whom must be independent.

Each such person meets the independent director standard under NASDAQ listing standards and under Rule 10-A-3(b)(1)

of the Exchange Act.

member of the audit committee is financially literate and our board of directors has determined that Shu Wang and Jiangang Luo qualifies

as an “audit committee financial expert” as defined in applicable SEC rules.

adopted an audit committee charter, which will detail the principal functions of the audit committee, including:

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by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

(Helen) Wei, Shu Wang and Brian Hartzband serve as members of our compensation committee, with Li (Helen) Wei serving as the chairman

of the compensation committee.

(Helen) Wei, Shu Wang and Jiangang Luo serve as members of our compensation committee, with Li (Helen) Wei serving as the chairman of

the compensation committee.

Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least two members

of the compensation committee, all of whom must be independent, subject to certain phase-in provisions.

Each such person meets the independent

director standard under NASDAQ listing standards applicable to members of the compensation committee.

of the compensation committee, all of whom must be independent.

Each such person meets the independent director standard under NASDAQ

listing standards applicable to members of the compensation committee.

adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including:

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Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our

Second Amended and Restated Memorandum and Articles of Association.

Second Amended and Restated Memorandum and Articles of Association, as amended.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

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obligations of our officers arising in the future would materially undermine our ability to complete our business combination.

Amended and Restated Memorandum and Articles of Association provides that we renounce our interest in any corporate opportunity offered

to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or

officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable

for us to pursue.

Amended and Restated Memorandum and Articles of Association, as amended, provides that we renounce our interest in any corporate opportunity

offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director

or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be

reasonable for us to pursue.

officers may not become an officer or director of any other special purpose acquisition company that publicly files a registration statement

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If we do not complete our initial business

combination within such applicable time period, the proceeds of the sale of the private units held in the trust account will be used

to fund the redemption of our public shares, and the private units and underlying securities will be worthless.

The founder shares

will not, subject to certain exceptions, be transferred, assigned, sold or released from escrow until six months after the date of

the consummation of our initial business combination, or earlier, if, subsequent to our initial business combination, we consummate

a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the

right to exchange their shares for cash, securities or other property.

Since members of our management may directly or indirectly

own ordinary shares and rights following our Initial Public Offering, our officers and directors may have a conflict of interest

in determining whether a particular target business is an appropriate business with which to complete our initial business combination.

combination within such applicable time period, the proceeds of the sale of the Private Placement Units held in the trust account

will be used to fund the redemption of our public shares, and the Private Placement Units and underlying securities will be worthless.

The Founder Shares will not, subject to certain exceptions, be transferred, assigned, sold or released from escrow until six months

after the date of the consummation of our initial business combination, or earlier, if, subsequent to our initial business combination,

we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders

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

Since members of our management may directly or

indirectly own Ordinary Shares and Rights following our Initial Public Offering, our officers and directors may have a conflict of

interest in determining whether a particular target business is an appropriate business with which to complete our initial business

officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention

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at a price of $10.00 per unit at the option of the lender.

Such working capital units would be identical to the private units sold

in the private placement.

Such working capital units would be identical to the Private Placement

Units sold in the private placement.

conflicts described above may not be resolved in our favor.

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Furthermore, our Second Amended and Restated Memorandum and Articles

of Association provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity

is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one

we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director

or officer is permitted to refer that opportunity to us without violating another legal obligation.

of Association, as amended, provides that we renounce our interest in any corporate opportunity offered to any director or officer unless

such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity

is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent

the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our Initial Shareholders or any

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policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a

Our Second Amended and Restated Memorandum and Articles of Association provides for indemnification of our officers and directors

to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual

fraud, willful default or willful neglect.

We entered into agreements with our directors and officers to provide contractual indemnification

in addition to the indemnification provided for in our Second Amended and Restated Memorandum and Articles of Association.

to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the

cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers

and directors.

Our Second Amended and Restated Memorandum and Articles of Association, as amended, provides for indemnification of our officers

and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through

their own actual fraud, willful default or willful neglect.

We entered into agreements with our directors and officers to provide contractual

indemnification in addition to the indemnification provided for in our Second Amended and Restated Memorandum and Articles of Association,

We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and

directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations

to indemnify our officers and directors.

officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account,

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initial business combination and our liquidation, we will reimburse our Sponsor for office space, utilities and secretarial and administrative

services provided to us in the amount of $10,000 per month.

In addition, our sponsor, officers and directors, or any of their respective

affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying

potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly

basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates.

services provided to us.

In addition, our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed

for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and

performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were

made to our Sponsor, officers, directors or our or any of their affiliates.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,

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Shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Private Placement Units

as these units are not exercisable within 60 days of the date of this Form 10-K.

following table is based on 3,854,856 Ordinary Shares outstanding at April 14, 2025.

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Percentage of Outstanding Ordinary shares

AlphaVest Holding

Peace Capital Limited (3)

Yong (David) Yan (4)

Song (Steve) Jing (4)

Li (Helen) Wei (4)

EarlyBirdCapital, Inc.

All executive officers and

directors as a group (6 individuals) (3)

First Trust Merger Arbitrage

Holding LP (2)

Capital Limited (3)

(David) Yan (4)

(Steve) Jing (4)

(Helen) Wei (4)

EarlyBirdCapital,

executive officers and directors as a group (6 individuals) (4)

Financial Group, Inc.

Capital, LLC (6)

Asset Management, LLC (7)

otherwise noted, the business address of each of the following entities or individuals is c/o AlphaVest Acquisition Corp, 420 Lexington

Avenue, Room 2446, New York NY 10170.

Holding LP is the record holder of founder shares reported herein.

AlphaVest Management LLC is the managing member of AlphaVest Holding

LP and Dahe Zhang is the manager of AlphaVest Management LLC.

Accordingly, Dahe Zhang is deemed to be the beneficial owner of such

Capital Limited is the record holder of the founder shares reported herein.

Pengfei Zheng is the sole director and shareholder of

Peace Capital Limited.

Sponsor is the record holder of Founder Shares reported herein.

Zheng is the sole director and shareholder of Peace Capital Limited,

which owns 62.5% of the sponsor entity.

Accordingly, he is deemed to be the beneficial owner of such shares.

not include any shares indirectly owned by this individual as a result of his or her partnership interest in our AlphaVest Holding

to a Schedule 13G filed with the SEC on February 14, 2024 First Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital

Management L.P.

(“FTCM”), First Trust Capital Solutions L.P.

(“FTCS”) and FTCS Sub GP LLC (“Sub GP”),

as of December 31, 2023, VARBX owned 524,847 shares of the outstanding Ordinary Shares of the Issuer, while FTCM, FTCS and Sub GP

collectively owned 581,314 shares of the outstanding Ordinary Shares of the Issuer..

This includes the 345,000

Ordinary Shares, which TenX Global Capital LP holds through our Sponsor.

Capital Limited is the record holder of the Founder Shares reported herein.

Pengfei Zheng

is the sole director and shareholder of Peace Capital Limited.

Accordingly, he is deemed

to be the beneficial owner of such shares.

not include any shares indirectly owned by this individual as a result of his or her partnership interest in our Sponsor.

to a Schedule 13G filed with the SEC on November 14, 2024, Mizuho Financial Group, Inc.

owns 560,368 Ordinary Shares.

to a Schedule 13G filed with the SEC on November 14, 2024, Meteora Capital, LLC owns 365,298 Ordinary Shares.

to a Schedule 13G filed with the SEC on October 15, 2024, Wolverine Asset Management, LLC owns 445,598 Ordinary Shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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this offering (excluding the private shares and the EBC Founder Shares).

On December 29, 2022, EBC exercised its over-allotment option

in full resulting in no SPAC Founder Shares being forfeited.

also issued an aggregate of 125,000 EBC Founder Shares to EBC on July 11, 2022 for an aggregate purchase price of $1,750.

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until the consummation of an initial business combination.

April 18, 2023, the Sponsor transferred an aggregate of 1,035,000 Founder Shares to Peace Capital Limited.

Simultaneously

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as the Company may require from time to time.

The Company has agreed to pay to the affiliate of the Sponsor $10,000 per month for such

administrative services.

The Company has agreed to pay to TenX Global Capital LP, an affiliate of the Sponsor, $10,000

per month for such administrative services.

For the year ended December 31, 2024, the Company incurred and paid $120,000 in such fees.

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obligations of our officers arising in the future would materially undermine our ability to complete our Business Combination.

Note - 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 Initial Public Offering.

December 21, 2023, the Company entered into the Extension Note with the Sponsor for $165,000, which was used to fund extension

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

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.

The Promissory

Note expired on September 12, 2024.

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

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

Principal of this Extension Note may be drawn down from time to time prior to the Maturity Date upon written request from the

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 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.

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”)).

On October 21, 2024, the Company amended

and restated Promissory Note 1 to extend the maturity date to the earlier of:

(i) December 12, 2024 or (ii) promptly after the date of

the consummation of the business combination.

As of December 31, 2024, $287,046 was outstanding.

On January 6, 2025, the Company entered

into the second amended and restated promissory note 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 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 December 31, 2024, $440,000

was outstanding.

On January 6, 2025, the Company amended and restated Extension Note 2 to extend the maturity date to promptly after

the date of the consummation of the business combination.

On March 25, 2025, the Company further amended and restated Extension Note 2 to extend the principal amount of the

note to $935,000.

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 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 December 31, 2024, $126,000 was outstanding.

On January 6, 2025, the Company amended and restated Promissory Note 2 to extend

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

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 December 31, 2024, $57,449 was outstanding.

On January 6, 2025, the promissory note was amended and restated to (i) extend the

maturity date to promptly after the date the business combination is consummated, and (ii) increase the principal amount to $200,000.

On April 13, 2025, the Company further amended and restated the promissory note to extend the principal amount of the note to $350,000.

holders of Founders Shares and Private Placement Units will be entitled to registration rights pursuant to a registration rights agreement

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from our trust account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into units of the post business

combination entity at a price of $10.00 per unit at the option of the lender.

The units would be identical to the private placement

Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements.

Up to $150,000 of such loans may be convertible into Units, or working capital

units, at a price of $10.00 per unit at the option of the lender.

The working capital units would be identical to the Private Placement

Units sold in the private placement.

Except as set forth above, the terms of such loans, if any, have not been determined and no written

for Approval of Related Party Transactions

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in carrying out the responsibilities of a director.

Our board of directors has determined that Li Wei, Shu Wang and Brian Hartzband are

“independent directors” as defined in Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly

scheduled meetings at which only independent directors are present.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Our board of directors has determined that Li Wei and Shu Wang are “independent

directors” as defined in Nasdaq listing standards and applicable SEC rules.

Our independent directors have regularly scheduled

meetings at which only independent directors are present.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

firm of UHY LLP, or UHY, currently acts as our independent registered public accounting firm.

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rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective

periods and other required filings with the SEC for the year ended December 31, 2023 and for the period from January 14, 2022 (inception)

through December 31, 2022 totaled $112,867 and $150,570, respectively.

periods and other required filings with the SEC for the year ended December 31, 2024 and 2023 totaled $128,575 and $112,867, respectively.

Audit-Related

2 unchanged sentences

services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

did not pay UHY for consultations concerning financial accounting and reporting standards for the year ended December 31, 2023 and for

the period from January 14, 2022 (inception) through December 31, 2022.

For the year ended December 31, 2023 and for the period from January 14, 2022 (inception) through December 31, 2022, our independent

registered public accounting firms did not render services to us for tax compliance, tax advice and tax planning.

For the year ended December 31, 2023 and for the period from January 14, 2022 (inception) through December 31, 2022,

there were no fees billed for products and services provided by our independent registered public accounting firm other than those set

aggregate fees billed by UHY for the review of our registration statements and other regulatory documents filed with SEC for the year

ended December 31, 2024 and 2023 totaled $9,960 and $0, respectively.

For the year ended December 31, 2024 and 2023, our independent registered public accounting firms did not render services to

us for tax compliance, tax advice and tax planning.

For the year ended December 31, 2024 and 2023, there were no fees billed for products and services provided by our independent

registered public accounting firm other than those set forth above.

EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES

The following documents are filed as part of this report:

Agreement, dated December 19, 2022, by and between the Company and EarlyBirdCapital, Inc., as representative of the underwriters.

following documents are filed as part of this report:

Underwriting Agreement, dated December 19, 2022, by and between the Company and EarlyBirdCapital, Inc., as representative of the underwriters.

(incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Business Combination Agreement dated as of August 11, 2023, by and among AlphaVest Acquisition Corp, AV Merger Sub, and Wanshun Technology Industrial Group Limited.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 17, 2023).

Termination, dated as of March 18, 2024, delivered by AlphaVest Acquisition Corp (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 22, 2023).

and Articles of Association.

Business Combination Agreement, dated as of August 16, 2024 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 22, 2024).

Memorandum and Articles of Association.

(incorporated by reference to Exhibit 3.1 to our Registration Statement (No.

333-268188) filed with

the SEC on December 13, 2022).

and Restated Memorandum and Articles of Association.

(incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K,

333-268188) filed with the SEC on December 13, 2022).

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to our Current Report on Form

8-K, filed with the SEC on December 28, 2023).

Unit Certificate.

Amended and Restated Memorandum and Articles of Association.

(incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on December 28, 2023).

Amendment to the Second Amended and Restated Memorandum and Articles of Association, dated December 18, 2024.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2024).

Specimen Unit Certificate.

(incorporated by reference to Exhibit 4.1 to our Registration Statement (No.

333-268188) filed with the SEC on

December 13, 2022).

Ordinary Share Certificate.

333-268188) filed with the SEC on December 13, 2022).

Specimen Ordinary Share Certificate.

(incorporated by reference to Exhibit 4.2 to our Registration Statement (No.

333-268188) filed with the

SEC on December 13, 2022).

Rights Certificate(incorporated by reference to Exhibit 4.3 to our Registration Statement (No.

333-268188) filed with the SEC on

December 13, 2022).

Agreement, dated December 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent.

333-268188) filed with the SEC on December 13, 2022).

Specimen Rights Certificate(incorporated by reference to Exhibit 4.3 to our Registration Statement (No.

333-268188) filed with the SEC on December 13, 2022).

Rights Agreement, dated December 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent.

(incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

of Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, filed with the SEC on

March 31, 2023).

Note, dated June 3, 2022, issued to AlphaVest Management LLC.

(incorporated by reference to Exhibit 10.1 to our Registration Statement

Description of Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2023).

Promissory Note, dated June 3, 2022, issued to AlphaVest Management LLC.

(incorporated by reference to Exhibit 10.1 to our Registration Statement (No.

333-268188) filed with the SEC on December 13, 2022).

Agreement, dated December 19, 2022, by and among the Company, its executive officers, its directors and AlphaVest Holding LP.

(incorporated

by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Management Trust Agreement, dated December 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company,

Letter Agreement, dated December 19, 2022, by and among the Company, its executive officers, its directors and AlphaVest Holding LP.

(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Rights Agreement, dated December 19, 2022, by and among the Company, AlphaVest Holding, LP and EarlyBirdCapital, Inc.

(incorporated

by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Subscription Agreement, between the Registrant and the Sponsor dated February 7, 2022.

(incorporated by reference to Exhibit 10.5

to our Registration Statement (No.

Investment Management Trust Agreement, dated December 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

(incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Registration Rights Agreement, dated December 19, 2022, by and among the Company, AlphaVest Holding, LP and EarlyBirdCapital, Inc.

(incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Securities Subscription Agreement, between the Registrant and the Sponsor dated February 7, 2022.

(incorporated by reference to Exhibit 10.5 to our Registration Statement (No.

333-268188) filed with the SEC on December 13, 2022).

Subscription Agreement, between the Registrant and EarlyBirdCapital, Inc.

Securities Subscription Agreement, between the Registrant and EarlyBirdCapital, Inc.

dated July 11, 2022.

(incorporated by reference to Exhibit

10.6 to our Registration Statement (No.

(incorporated by reference to Exhibit 10.6 to our Registration Statement (No.

333-268188) filed with the SEC on December 13, 2022).

Placement Unit Purchase Agreement, dated December 19, 2022, by and between the Company and AlphaVest Holding LP (incorporated by

reference to Exhibit 10.4 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Placement Units Purchase Agreement, dated December 19, 2022, by and between the Company and EarlyBirdCapital, Inc.

(incorporated

by reference to Exhibit 10.5 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

of Indemnity Agreement.

Private Placement Unit Purchase Agreement, dated December 19, 2022, by and between the Company and AlphaVest Holding LP (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Private Placement Units Purchase Agreement, dated December 19, 2022, by and between the Company and EarlyBirdCapital, Inc.

(incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Form of Indemnity Agreement.

(incorporated by reference to Exhibit 10.9 to our Registration Statement (No.

333-268188) filed with the

SEC on December 13, 2022).

Administrative

Services Agreement, dated December 19, 2022, by and between the Company and AlphaVest Holding, LP.

(incorporated by reference to

Exhibit 10.8 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Escrow Agreement, dated December 19, 2022, by and among the Company, Continental Stock Transfer & Trust Company and the initial

shareholders party thereto.

333-268188) filed with the SEC on December 13, 2022).

Administrative Services Agreement, dated December 19, 2022, by and between the Company and AlphaVest Holding, LP.

(incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

Business Combination Marketing Agreement, dated December 19, 2022, by and between the Company and EarlyBirdCapital, Inc.

(incorporated

by reference to Exhibit 10.7 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022)

to the Investment Management Trust Agreement, dated December 21, 2023, by and between AlphaVest Acquisition

Corp and Continental Stock Transfer & Trust Company.

(incorporated by reference to Exhibit 10.1

to our Current Report on Form 8-K, filed with the SEC on December 28, 2023).

Support Agreement dated as of August 11, 2023, by and among AlphaVest Acquisition Corpm Wanshun Technology

Industrial Group Limited, AlphaVest Holding LP and the Insiders party thereto (incorporated by reference

to Exhibit10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 17,

Shareholder Support Agreement dated as of August 11, 2023, by and among AlphaVest Acquisition Corp, Wanshun Technology Industrial Group Limited and certain shareholders of Wanshun Technology Industrial Group Limited(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 17, 2023).

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on August 17, 2023).

Form of Company Lock-up Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on August 17, 2023).

Amended and Restated Promissory Note dated April 15, 2024 by and between AlphaVest Acquisition Corp and AlphaVest Holding, LP.

of Code of Ethics.

Share Escrow Agreement, dated December 19, 2022, by and among the Company, Continental Stock Transfer & Trust Company and the Initial Shareholders party thereto.

(incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022).

A Business Combination Marketing Agreement, dated December 19, 2022, by and between the Company and EarlyBirdCapital, Inc.

(incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K, filed with the SEC on December 22, 2022)

Amendment to the Investment Management Trust Agreement, dated December 21, 2023, by and between AlphaVest Acquisition Corp and Continental Stock Transfer & Trust Company.

(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on December 28, 2023).

Form of Sponsor Support Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 22, 2024).

Form of Transaction Support Agreement (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on August 22, 2024).

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on August 22, 2024).

Amendment to the Investment Management Trust Agreement, dated December 18, 2024, by and between AlphaVest Acquisition Corp and Continental Stock Transfer & Trust Company.

(incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2024).

Amended and Restated Promissory Note dated January 6, 2025 by and between AlphaVest Acquisition Corp and TenX Global Capital LP.

Amended and Restated Promissory Note dated January 6, 2025 by and between AlphaVest Acquisition Corp and AMC Corporation.

Termination, dated as of March 18, 2024, delivered by AlphaVest Acquisition Corp (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 25, 2024).

Second Amended and Restated Promissory Note dated March 25, 2025 by and between AlphaVest Acquisition Corp and AMC Corporation.

Second Amended and Restated Promissory Note dated April 15, 2025 by and between AlphaVest Acquisition Corp and AMC Corporation.

Form of Code of Ethics.

(incorporated by reference to Exhibit 14.1 to our Registration Statement (No.

333-268188) filed with the SEC on

December 13, 2022).

List of Subsidiaries

Certification

of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

333-268188) filed with the SEC on December 13, 2022).

Insider Trading Policy

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 16, 2024)

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C.

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AlphaVest Acquisition Corporation Clawback Policy.

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(incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 13, 2023, filed with the SEC on April 16, 2024.

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TO THE FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (PCAOB # 1195 )

of Operations

of Changes in Stockholders’ (Deficit) Equity

of Cash Flows

to the Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB # 1195 )

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to the Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

Shareholder of AlphaVest Acquisition Corp

of AlphaVest Acquisition Corp

on the Financial Statements

have audited the accompanying balance sheets of AlphaVest Acquisition Corp (the Company) as of December 31, 2024, and 2023, and the related

statements of operations, changes in shareholder’s (deficit) equity, and cash flows for the year ended December 31, 2023 and for

the period January 14, 2022 (inception) through December 31, 2022, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2023, and 2022, and the results of its operations and its cash flows for the year ended December 31, 2023 and for the period January

14, 2022 (inception) through December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

statements of operations, changes in shareholders’ deficit, and cash flows for each of the years in the two-year period ended December

31, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations

and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally

accepted in the United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

34 unchanged sentences

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2022.

York, New York

We have served as the Company’s auditor since 2022.

New York, New York

April 14, 2025

ACQUISITION CORP

December 31, 2024

December 31, 2023

Current Assets:

Prepaid expenses

Total Current Assets

Prepaid expenses – Non-current

securities held in trust account

REDEEMABLE ORDINARY SHARES, ORDINARY SHARES, AND SHAREHOLDERS’ ( DEFICIT)

Marketable securities held in trust account

Cash held in trust escrow account

LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT

Current Liabilities:

Accounts Payable and accrued

offering costs and expenses

Accounts payable and accrued offering costs and expenses

Other payable

Due to related party

Note – related party

Current Liabilities

Promissory notes – third party

Promissory notes – related party

Promissory notes

Total Current Liabilities

Total Liabilities

Commitments and contingencies

Ordinary shares subject to possible redemption ( 4,725,829 shares at $ 10.77 and 6,900,000 shares at $ 10.20 per share

as of December 31, 2023 and 2022, respectively)

Shareholders’

(Deficit) Equity:

Shares, $ 0.0001

Ordinary shares subject to possible redemption ( 1,574,356

shares at $ 11.47

and 4,725,829 shares at $ 10.77

per share as of December 31, 2024 and 2023, respectively)

Shareholders’ Deficit:

Preferred shares, $ 0.0001

shares authorized;

issued and outstanding as of December 31, 2024 and 2023, respectively

Ordinary Shares, $ 0.0001

Ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

1 unchanged sentence

Additional paid-in capital

Shareholders’ (Deficit) Equity

Liabilities, Redeemable Ordinary Shares, and Shareholders’ (Deficit) Equity

Accumulated deficit

( 1,745,864 )

Total Shareholders’ Deficit

( 1,745,636 )

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

accompanying notes are an integral part of these financial statements.

1 unchanged sentence

OF OPERATIONS

the Year Ended

the Period from January 14, 2022 (Inception) Through

and operating costs

from operations

For the Year Ended December 31,

Formation and operating costs

Loss from operations

Other Income:

Interest income on investments

held in trust account

interest income

income (loss)

Weighted average ordinary

shares outstanding, ordinary shares subject to possible redemption

diluted net income per share, ordinary shares subject to redemption

Weighted average ordinary shares outstanding, ordinary

shares, non-redeemable

diluted net loss per share, ordinary shares, non-redeemable

Interest income on investments held in trust account

Unrealized loss on investments held in trust account

Bank interest income

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

accompanying notes are an integral part of these financial statements.

ACQUISITION CORP

OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

THE PERIOD FROM JANUARY 14, 2022 (INCEPTION) THROUGH DECEMBER 31, 2023

paid-in capital

shareholders’

Balance as of January 14,

2022 (inception)

OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2024

Ordinary shares

issued to Sponsor

Ordinary shares issued to

Sale of 390,000 private units

Sale of 40,500 private units

Offering costs

Additional paid-in capital

Accumulated deficit

shareholders’ deficit

Balance as of January 1, 2024

$ ( 325,050 )

$ ( 324,822 )

as of December 31, 2022

for ordinary shares subject to redemption amount (interest income)

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

( 2,581,773 )

for ordinary shares subject to redemption amount (extension deposit)

income (loss)

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

Balance as of December 31, 2024

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$ ( 1,745,636 )

THE YEAR ENDED DECEMBER 31, 2023

Ordinary shares

Additional paid-in capital

Accumulated deficit

shareholders’ equity (deficit)

Balance as of January 1, 2023

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

( 3,021,646 )

( 3,618,539 )

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

Balance as of December 31, 2023

$ ( 325,050 )

$ ( 324,822 )

$ ( 325,050 )

$ ( 324,822 )

accompanying notes are an integral part of these financial statements.

1 unchanged sentence

OF CASH FLOWS

the Year Ended December 31, 2023

the Period from January 14, 2022 (inception) through December 31, 2022

from operating activities:

income (loss)

to reconcile net income (loss) to net cash used in operating activities:

investment income

For the Year Ended December 31,

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Trust investment income

( 2,674,089 )

( 3,580,311 )

Unrealized loss on investments held in trust account

Changes in operating assets and liabilities:

payable and accrued offering costs and expenses

related party

used in operating activities

from investing activities:

Cash withdrawn from trust

account in connection with redemption

deposited to trust account

Prepaid expense

Accounts payable and accrued offering costs and expenses

Other payable

Promissory note – related party

Promissory note – third party

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Cash deposited to trust account

Cash deposited to trust escrow account

Cash withdrawn from trust account in connection with redemption

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from promissory note – related party

Proceeds from promissory note – third party

Redemption of ordinary shares

( 35,956,676 )

cash provided by (used in) investing activities

( 23,282,936 )

from financing activities:

Proceeds from sale of ordinary

shares to initial shareholders

Proceeds from initial public

Proceeds from private placement

Proceeds from over-allotment

and private placement, net of underwriters’ discount

Payments of offering costs

and other fees

Redemption of ordinary shares

Net cash used in financing activities

( 35,461,676 )

from promissory note - related party

(used in) provided by financing activities

( 23,117,936 )

Cash at beginning of

at end of period

disclosure of noncash investing and financing activities

for ordinary shares subject to redemption amount

offering costs paid by Sponsor in exchange for issuance of ordinary shares

Net change in cash

Cash at beginning of period

Cash at end of period

Supplemental disclosure of noncash investing and financing activities

Accretion for ordinary shares subject to redemption amount

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.

ACQUISITION CORP

TO THE FINANCIAL STATEMENT

TO UNAUDITED FINANCIAL STATEMENTS

1 - ORGANIZATION AND BUSINESS OPERATIONS

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the Company also consummated the sale of an additional 40,500 Private Units at $ 10.00 per Private Unit, generating total proceeds of

of December 31, 2023, transaction costs related to the issuances described above amounted to $ 3,734,629 consisting of $ 1,725,000 of underwriting

fees, $ 629,929 of other offering costs, and $ 1,425,000 to trust account.

These costs were charged to additional paid-in capital or accumulated

deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO.

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.

Company will have until the last Extended Date, September 22, 2025 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.

December 21, 2023, the Company held a special meeting of shareholders, at which the Company’s shareholders approved (i) an amendment

9 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.

As of December 31, 2023, $ 165,000

was outstanding respectively.

December 26, 2023, AlphaVest Holding LP, one of our Sponsor, deposited $ 165,000 into the trust account to extend the Business Combination

Period from December 22, 2023 to March 22, 2024.

March 21, 2024, the Sponsor deposited $ 55,000 into the trust account to extend the Business Combination Period from March 22, 2024 to

April 22, 2024.

Accordingly, the Company now has until April 22, 2024 to complete its 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

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

December 18, 2024, the Company held another extraordinary general meeting (the “ 2024 Extraordinary General Meeting ”)

at which the shareholders of the Company voted on three proposals:

(i) a proposal, by special resolution, to amend the Company’s

Second Amended and Restated Memorandum and Articles of Association to (a) extend the date by which the Company must consummate a business

combination up to nine (9) times from December 22, 2024 to September 22, 2025 (the “ Revised Termination Date ”), each

by an additional one (1) month, for a total of up to nine (9) months, assuming a business combination has not occurred, and (b) delete

the provision (the “ Redemption Limitation ”) that the Company shall not redeem public shares to the extent that such

redemption would cause the Company’s net tangible assets to be less than $ 5,000,001 ;

(ii) a proposal, by ordinary resolution, to

further amend the Trust Agreement to effectuate the foregoing extension and depositing into the Trust Account $ 55,000 per one-month extension

two (2) days prior to such extension (assuming a business combination has not occurred) in exchange for a non-interest bearing, unsecured

promissory note payable upon the consummation of a business combination;

and (iii) a proposal, by ordinary resolution, to adjourn the

2024 Extraordinary General Meeting, to a later date or dates, if necessary.

In connection with the shareholders’ vote at the 2024

Extraordinary General Meeting, shareholders of 3,151,473 ordinary shares of the Company exercised their right to redeem such shares (the

“ 2024 Redemption ”) for a pro rata portion of the funds held in the Trust Account.

As a result, approximately $ 35,956,676

(approximately $ 11.41 per share) was removed from the Trust Account to pay such holders and approximately $ 17,962,587 remained in the

Trust Account.

Following the 2024 Redemptions, the Company had 3,854,856 ordinary shares outstanding.

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.

this Extension Note 2 may be drawn down from time to time prior to the Maturity Date upon written request from the Company.

6, 2025, the promissory note was amended and restated to extend the maturity date to promptly after the date the business combination

is consummated.

On March 25, 2025, the promissory note was further amended to increase the principal amount to $ 935,000 .

of April 14, 2025, an aggregate of $ 880,000 was deposited into trust account and trust escrow account to extend the business combination

period to April 22, 2025.

Business Combination

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of the Company (“Merger Sub”), and Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company (“Wanshun”).

to the terms of the Business Combination Agreement, a business combination between the Company and Wanshun will be effected through the

merger of Merger Sub with and into Wanshun, with Wanshun surviving the merger as a wholly owned subsidiary of the Company (the “Merger,”

and together with the transactions contemplated by the Business Combination Agreement and the other agreements contemplated thereby,

the “Transactions”).

the Merger Effective Date (as defined in the Business Combination Agreement), by virtue of the Merger and without any action on the part

of Wanshun or any shareholders of Wanshun (“Wanshun Shareholders”), (i) every issued and outstanding common stock of Wanshun

(each, a “Company Common Stock”), other than Dissenting Company Shares (as defined in the Business Combination Agreement)

and treasury shares owned by Wanshun, shall be exchanged into such number of common stocks of PubCo (“PubCo Ordinary Shares”)

equal to $ 300,000,000 (less any amounts properly owned to holders of dissenting Company Ordinary Shares) divided by $ 10.00 and divided

by the number of Company Ordinary Shares issued and outstanding as of immediately prior to the Merger Effective Date;

(ii) if there are

any issued shares of Wanshun owned by Wanshun as treasury shares, such shares shall be canceled and extinguished without any conversion

thereof or payment therefor;

(iii) all common stocks of Merger Sub issued and outstanding immediately

prior to the Merger Effective Date shall be converted into an equal number of Company Ordinary Shares, as the surviving company after

the Closing (as defined in the Business Combination Agreement), 400,000,000 additional PubCo Ordinary Shares (the “Escrowed Earnout

Shares”) will be issued to the Wanshun Shareholders and placed in an escrow account with Continental Stock Transfer & Trust

Company (“Continental”), for the benefit of such Wanshun Shareholders, pursuant to an escrow agreement among PubCo, Continental

Zhou Zhengqing, as the representative of the Wanshun Shareholders.

Each Wanshun Shareholder (other than dissenting Wanshun shareholders)

shall be shown as the registered owner of its pro rata portion (the “Pro Rata Portion”) of the Escrowed Earnout Shares on

the books and records of PubCo and shall be entitled to exercise voting rights and all share rights with respect to such Escrowed Earnout

The Wanshun Shareholders shall each be entitled to receive their Pro Rata Portion of the Escrowed Earnout Shares as follows:

(a) in the event Wanshun’s revenue (reported on the top line of Wanshun’s profit and loss statement) (i) for the period from

January 1, 2023 to September 30, 2023 reflected in Wanshun’s audited consolidated financial statements for the fiscal year ending

September 30, 2023 and (ii) for the period from October 1, 2023 to December 31, 2023 reflected in Wanshun’s reviewed consolidated

financial statements is, in the aggregate, equal to or greater than RMB 4,500,000,000 (the “Revenue Target”), the Escrowed

Earnout Shares will be released from the Earnout Escrow Account to the Wanshun Shareholders on the later of January 31, 2024 and the

Closing Date (as defined in the Business Combination Agreement) (the “Earnout Release Date”), and (b) if during the period

from the date of the Business Combination Agreement until the earlier termination of the Business Combination Agreement or the Closing

Date (the “Interim Period”), Wanshun obtains transaction financing in the aggregate amount of at least $ 215,000,000 , in the

form of firm written commitments from investors recognized and accepted by the Company or in the form of no less than $ 107,500,000 good

faith deposit made by investors for a private placement of equity, debt or other alternative financing to the Company, each Wanshun Shareholder

(other than holders of Dissenting Company Shares) shall be entitled to receive its Pro Rata Portion of the Earnout Shares on the Closing

Date, regardless of whether the Revenue Target is achieved.

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.

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.

a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and there is no liability

under the Business Combination Agreement on the part of any party thereto, except as set forth in the Termination, and each of the transaction

agreements entered into in connection with the Business Combination Agreement, including, but not limited to, the Sponsor Support Agreement,

dated as of August 11, 2023, by and among the Company, Wanshun, AlphaVest Holding LP (“ Sponsor ”), and the insiders

thereto, and the Shareholder Support Agreement, dated as of August 11, 2023, by and among the Company, Wanshun, and certain shareholders

Pursuant to Section 8.2(b) of the Business Combination Agreement, Wanshun shall remit a termination fee to Sponsor as soon

as reasonably practicable.

additional information regarding the Transactions, the Business Combination Agreement, Notice of Termination of Business Combination

and Wanshun, see the Current Reports on Form 8-K filed by the Company with the SEC on August 14, 2023, August 17, 2023 and March 25,

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.

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.

On January 6, 2025, the promissory

note was amended and restated to extend the maturity date to promptly after the date the business combination is consummated.

25, 2025, the promissory note was further amended to increase the principal amount to $ 935,000 .

As of December 31, 2024 and 2023, $ 440,000

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 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.

On January 6, 2025, the promissory note was amended and restated to extend the maturity date to promptly after the date the business

combination is consummated.

As of December 31, 2024 and 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.

On October 11, 2024, the Company issued a

third non-interest-bearing promissory note to AMC (the “Promissory 3”) pursuant to which the Company could borrow up to

an aggregate of $ 100,000

to cover the Company’s working capital requirements.

The promissory note is due and payable on the earlier of:

31, 2024, or (ii) promptly after the date on which the business combination is consummated.

On January 6, 2025, the promissory note

was amended and restated to (i) extend the maturity date to promptly after the date the business combination is consummated, and

(ii) increase the principal amount to $ 200,000 .

On April 13, 2025, the Company further amended and restated the promissory note to extend the principal amount of the note to $ 350,000 .

As of December 31, 2024, $ 57,449 was outstanding.

Concern Consideration and Management Liquidity Plans

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

and Uncertainties

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.

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

Nasdaq Stock Market LLC notifying the Company that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(2) (the “Minimum

Total Holders Rule”), which requires the Company to have at least 400 total holders for continued listing on the Nasdaq Global

The Notice stated that the Company had 45 calendar days, or until October 28, 2024, to submit a plan to regain compliance with

the Minimum Total Holders Rule.

In connection with this Notice, the Company determined to voluntarily transfer the listing of its securities

from the Nasdaq Global Market to the Nasdaq Capital Market, which has a lower holder requirement.

On November 12, 2024, the Company received

notification that its voluntary application to transfer the listing of its ordinary shares, units, and rights from the Nasdaq Global

Market to the Nasdaq Capital Market was approved by the Listing Qualifications Department of the Nasdaq Stock Market LLC.

The Company’s

securities began trading on the Nasdaq Capital Market at the opening of trading on November 14, 2024.

Notwithstanding the foregoing,

there can be no assurance that the Company will be able to continue to satisfy all the requirements for continued listing on Nasdaq.

If the Company’s securities were delisted prior to the consummation of the Business Combination, it could negatively impact the

Company’s ability to consummate such Business Combination for the reasons described below.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America

(“US GAAP”) and pursuant to the rules and regulations of the SEC.

accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and are presented

dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and

pursuant to the rules and regulations of the SEC.

All intercompany accounts and transactions are eliminated upon consolidation.

Growth Company

44 unchanged sentences

and $ 50,880,604 , respectively.

The interest earned from the trust account totaled $ 3,580,311 for the year ended December 31, 2023 and

$ 38,228 for the period from January 14, 2022 (inception) through December 31, 2022, 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

costs of $ 3,734,630 consist of legal, accounting, and other costs (including underwriting

discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that were charged to shareholders’

equity upon the completion of the IPO.

The interest earned from the trust account totaled $ 2,581,773 and $ 3,580,311 for the year ended December

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.

held in Trust Escrow Account

of December 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

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 September 30,

2023 and December 31, 2022.

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 December 31, 2024

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

13 unchanged sentences

net income (loss) per share presented in the statements of operations is based on the following:

BASIC AND DILUTED

SCHEDULE OF NET INCOME (LOSS) PER SHARE

OF NET INCOME (LOSS) PER SHARE

Non-Redeemable

the Year Ended

the Period from January 14, 2022 (Inception) Through

For the Year Ended December 31,

Non-Redeemable

diluted net income/(loss) per share:

Basic and diluted net income/(loss) per share:

Weighted-average shares outstanding

Ownership percentage

Allocation of net loss including

accretion of temporary equity

Interest earned on investment

held in trust account

Accretion of temporary equity

to redemption value (extension deposit)

Allocation of net loss including accretion of temporary equity

Interest earned on investment held in trust account

Accretion of temporary equity to redemption value (extension deposit)

Allocation of net income/(loss)

Denominators:

Weighted-average shares

and diluted net income/(loss) per share

Weighted-average shares outstanding

Basic and diluted net income/(loss) per share

Concentration

20 unchanged sentences

Accordingly, at December

31, 2023 and December 31, 2022 , the ordinary shares subject to possible redemption in the amount

of $ 50,880,604 and $ 70,380,000 , respectively, are presented as temporary equity, outside of the shareholders’ equity section of

the Company’s balance sheet.

31, 2024 and 2023, the ordinary shares subject to possible redemption in the amount of $ 18,055,701

and $ 50,880,604 , respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s

balance sheet.

December 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

Gross Proceeds

Cash to the operating account

Underwriting expenses

( 1,725,000 )

Other offering expenses

Amount held back for Sponsor portion of risk capital in event of full exercise

of the over-allotment

Private Placement

OF INITIAL PUBLIC OFFERING PROCEEDS TO COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

Ordinary Shares subject to possible redemption, December 31, 2023

1 unchanged sentence

( 35,956,676 )

Accretion for ordinary shares subject to redemption (income earned on investment

held in trust account)

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, December 31, 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

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual and

interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”),

as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that

a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment

profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all

annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide

all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal

years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption

This was effective for the Company during the year ended December 31, 2024,

and did not have a material impact to the financial statements.

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

39 unchanged sentences

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

December 21, 2023, Alphavest Holding LP, one of the Sponsors, agreed to loan the Company $ 165,000

(the “Extension Note”) to cover expenses in connection with the extension of Business Combination Period from December

22, 2023 to March 22, 2024.

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

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, we amended and restated the Promissory

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 December 31, 2023, $ 165,000

was outstanding respectively.

As of December 31, 2023 and 2022, the amounts due to related parties were $ 174,837 and $ 9,837 , respectively, which is expected to be settled upon the

consummation of the business combination.

of December 31, 2024 and 2023, the amounts due to related parties were $ 516,883 and $ 174,837 , respectively, which is expected to be settled

upon the consummation of the business combination.

Administrative

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liquidation, the Company will cease paying these monthly fees.

For the year ended December 31, 2023, the Company incurred $ 120,000 in

fees for these services with outstanding amount of $ 13,871 .

For the period from January 14, 2022 (inception) through December 31, 2022,

the Company incurred $ 3,871 in fees for these services.

Note — Related Party

For the year ended December 31, 2024 and 2023, the Company incurred $ 120,000

in fees respectively for these services with $ 0 and $ 96,129 paid, respectively.

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.

The Promissory Note expired on the consummation

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

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.

The Promissory Note expired on September 12, 2024.

As of December

31, 2024 and 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.

1 unchanged sentence

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

As of December 31, 2023, $ 165,000

were outstanding respectively.

On March 12, 2024, the Company issued a promissory

note to TenX Global Capital LP (the “Promissory Note”), 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”)).

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

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.

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

For the year ended

December 31, 2023, the Company incurred $ 784 in fees for these services.

the period from January 14, 2022 (inception) through December 31, 2022, the Company did no t incur any fees for these services.

25, 2024, the promissory note was further amended and restated to extend the maturity date to promptly after the date the business combination

is consummated.

As of December 31, 2024 and 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”)).

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.

On January 6, 2025, the promissory

note was further amended and restated to extend the maturity date to promptly after the date the business combination is consummated.

As of December 31, 2024 and 2023, $ 287,046 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 the year ended December 31, 2024 and 2023, the Company incurred $ 559 and $ 784 in fees for these services, respectively.

6 - COMMITMENTS AND CONTINGENCY

26 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 December 31, 2023, 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.

As of December

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 .

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 December 31, 2023 and 2022, there were 2,280,500 ordinary shares issued and outstanding, excluding 4,725,829 shares and

6,900,000 of ordinary shares subject

to possible redemption which are presented as temporary equity as of December 31, 2023 and 2022, respectively.

— 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 December 31, 2024

and 2023, there were 2,280,500 ordinary shares issued and outstanding, excluding 1,574,356 and 4,725,829

ordinary shares subject to possible redemption which are presented as temporary equity as

of December 31, 2024 and 2023, respectively.

- 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

17 unchanged sentences

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

31, 2023 and December 31, 2022.

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

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

31, 2024 and 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

December 31, 2024, the Company has recognized the unrealizes loss of $ 92,316 .

OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

Trading Securities

December 31, 2024

Marketable securities

held in the trust account

Marketable securities held in the trust account

December 31, 2023

Marketable securities held

in the trust account

Marketable securities held in the trust account

9 - SUBSEQUENT EVENTS

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:

March 11, 2024, the Company was contacted by the staff (the “Staff”) of The Nasdaq

Stock Market LLC (“Nasdaq”).

The Staff notified the Company that it was not in compliance with the Nasdaq continuing listing

standard following the termination of the phase-in period provided under Nasdaq Listing Rule 5615(b)(1) and 5605(c)(2)(A) regarding the

composition of the Company’s Board of Directors (the “Board”) and the Audit Committee, respectively, because a majority

of the Board was not comprised of independent directors and the Audit Committee was not comprised of at least three independent directors.

The Company believes that following the appointments described herein, that the Company is now compliant with Nasdaq Listing Rule 5615(b)(1)

and 5605(c)(2)(A), respectively.

March 12, 2024, the Company issued a promissory note to TenX Global Capital LP (the “Promissory Note”), 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”)).

March 15, 2024, Brian Hartzband was appointed to the Board as a Class I director with his initial term expiring at the Company’s

first annual meeting of stockholders.

The Board has determined that Mr.

Hartzband is an independent director under the Nasdaq Stock Market

Hartzband entered into the Company’s standard indemnification agreement for directors.

Hartzband was also appointed

as a member of the Audit Committee and as a member of the Compensation Committee.

On March 18, 2024, the Company delivered to Wanshun a notice of Termination of Business Combination, 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 Current Reports on Form 8-K filed by the Company

with the SEC on August 14, 2023, August 17, 2023 and March 25, 2024.

March 22, 2024, a related party of the Company deposited $ 55,000 into the Trust Account, extending the deadline to complete a business

combination from March 22, 2024 to April 22, 2024.

April 15, 2024, we 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.

Based upon this review, the Company identified the following subsequent events that require disclosure in the financial

January 6, 2025, Promissory Note 1, Promissory Note 2, and Extension Note 2 were further amended and restated to extend the maturity

date to promptly after the date the business combination is consummated.

Promissory Note 3 was amended and restated to (i) extend

the maturity date to promptly after the date the business combination is consummated, and (ii) increase the principal amount to

On March 25, 2025, Extension Note 2 was further amended to increase the principal amount to $ 935,000 .

On April 13, 2025, the Company further amended and restated the

Promissory Note to extend the principal amount of the note to $ 350,000 .

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-K

Item 9A. Controls and Procedures