What changed in this filing

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Item 1. Financial Statements

2025-05-20 compared with 2024-11-19 · 323 added, 318 removed, 373 unchanged (63% of the section changed)

1 unchanged sentence

ACQUISITION CORP

September 30, 2024

December 31, 2023

BALANCE SHEETS

Current Assets:

2 unchanged sentences

Marketable securities held in trust account

Cash held in trust escrow account

LIABILITIES, REDEEMABLE ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT

Cash held in trust escrow

LIABILITIES, REDEEMABLE

ORDINARY SHARES, AND SHAREHOLDERS’ DEFICIT

Current Liabilities:

Accounts payable and accrued offering costs and expenses

Accounts payable and accrued offering costs

Other payable

Due to related party

Promissory notes – third party

Promissory notes – related party

Promissory notes –

Total Current Liabilities

Promissory notes

Current Liabilities

Total Liabilities

Commitments and contingencies

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

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

$ 11.69 and $ 11.47 per share as of March 31, 2025 and December 31, 2024, respectively)

Shareholders’ Deficit:

1 unchanged sentence

2,000,000 shares authorized;

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

issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

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

shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

1 unchanged sentence

( 2,089,346 )

Total Shareholders’ Deficit

( 1,745,864 )

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

accompanying notes are an integral part of these financial statements.

Shareholders’ Deficit

( 2,089,118 )

( 1,745,636 )

Liabilities, Redeemable Ordinary Shares, and Shareholders’ Deficit

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

STATEMENTS OF OPERATIONS

Three Months Ended

September 30,

Nine Months Ended

September 30,

Formation and operating costs

Months Ended March 31,

and operating costs

Loss from operations

Other Income (expenses):

Interest income on investments held in trust account

Unrealized loss on investments held in trust account

Other Income:

Interest income on investments held in trust

Unrealized loss on investments held in trust

Bank interest income

Total other income

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

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

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

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

accompanying notes are an integral part of these financial statements.

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 the unaudited consolidated financial statements.

ACQUISITION CORP

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

shareholders’ equity

Balance as of January 1, 2023

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

Balance as of March 31, 2023

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

Balance as of June 30, 2023

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

Balance as of September 30, 2023

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

shareholders’ deficit

Balance as of January 1, 2024

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2025

shareholders’

as of January 1, 2025

( 1,745,864 )

( 1,745,636 )

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

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

Accretion for ordinary shares subject to redemption

amount (interest income)

Accretion for ordinary shares subject to redemption

amount (extension deposit)

Balance as of March

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

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

Balance as of June 30, 2024

( 2,089,346 )

( 2,089,118 )

THE THREE MONTHS ENDED MARCH 31, 2024

shareholders’

as of January 1, 2024

$ ( 325,050 )

$ ( 324,822 )

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

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

Balance as of September 30, 2024

$ ( 325,050 )

$ ( 324,822 )

Accretion for ordinary shares subject to redemption

amount (interest income)

Accretion for ordinary shares subject to redemption

amount (extension deposit)

Balance as of March

$ ( 616,973 )

$ ( 616,745 )

$ ( 616,973 )

$ ( 616,745 )

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Cash flows from operating activities:

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

Ended March 31,

Cash flows from operating

Adjustments to reconcile

net income to net cash used in operating activities:

Trust investment income

( 1,893,221 )

( 2,592,461 )

Unrealized loss on investments held in trust account

Changes in operating assets and liabilities:

Unrealized loss on investments

held in trust account

Changes in operating assets

and liabilities:

Prepaid expense

Accounts payable and accrued offering costs and expenses

Other payable

Promissory note – related party

Net cash used in operating activities

Cash flows from investing activities:

Purchase of investment held in Trust Account

Cash deposited to trust escrow account

Net cash used in investing activities

Cash flows from financing activities:

Accounts payable and accrued

offering costs and expenses

note – related party

Net cash provided by (used

in) operating activities

Cash flows from investing

Cash deposited to trust account

Cash deposited to trust

escrow account

Net cash used in investing

Cash flows from financing

Proceeds from promissory note - related party

Proceeds from promissory note – third party

Net cash provided by financing activities

Proceeds from promissory

note - third party

Net cash provided by financing

Net change in cash

1 unchanged sentence

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.

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

Other payable converted

to promissory note – third party

Prepaid expenses paid

by promissory note – third party

accompanying notes are an integral part of the unaudited consolidated financial statements.

ACQUISITION CORP

TO UNAUDITED FINANCIAL STATEMENTS

TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1 — ORGANIZATION AND BUSINESS OPERATIONS

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stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth

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

All activity through September 30, 2024 relates to the Company’s

formation and the initial public offering (“IPO”), which is described below, and subsequent to the IPO, identifying a target

company for a Business Combination.

The Company will not generate any operating revenues until after the completion an initial Business

Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived

from the IPO.

of March 31, 2025, the Company had not commenced any operations.

All activity through March 31, 2025 relates to the Company’s formation

and the initial public offering (“IPO”), which is described below, and subsequent to the IPO, identifying a target company

for a Business Combination.

The Company will not generate any operating revenues until after the completion an initial Business Combination,

at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO.

The Company has selected December 31 as its fiscal year end.

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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

Company will have until the last Extended Date, December 22, 2024 to consummate a Business Combination (the “Combination Period”).

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

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shares were tendered for redemption.

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.

December 21, 2023, the Company issued a promissory note to Alphavest Holding LP, one of the Sponsors,

4 unchanged sentences

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

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.

On October 25, 2024, the Extension Note was further amended and restated to extend the maturity date to promptly

after the date the business combination is consummated.

May 2, 2024, the Company issued a promissory note to a potential target, pursuant to which the Company could borrow an aggregate of $ 440,000

1 unchanged sentence

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

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

period to November 22, 2024.

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 May 19, 2025, an aggregate of $ 935,000 was deposited into trust account and trust escrow account to extend the business

combination period to May 22, 2025.

Business Combination

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May 2, 2024, the Company issued a promissory note to AMC (defined below) (the “Extension Note 2”), pursuant to which the

Company could borrow an aggregate of $ 440,000 to cover expenses in connection with the extension of Business Combination Period.

Extension Note 2 bears no interest.

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

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

Upon receiving due notification

by the Company of the closing of a business combination, AMC shall convert the unpaid principal balance under Extension Note 2 into a

number of shares of non-transferable, non-redeemable, ordinary shares of the Company equal to:

(x) the principal amount of this Extension

Note 2 being converted, divided by (y) the conversion price of Ten Dollars ($ 10.00 ), rounded up to the nearest whole number of shares,

with such conversion to be effective immediately prior to the closing the such business combination.

As of September 30, 2024 and December

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

Company could borrow an aggregate of $ 440,000

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

The Extension Note 2 bears no interest.

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

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

date on which Maker consummates an initial business combination.

Upon receiving due notification by the Company of the closing of a

business combination, 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.

On March 25, 2025, the promissory note was further amended to increase the

principal amount to $ 935,000 .

As of March 31, 2025 and December 31, 2024, $ 660,000

and $ 440,000

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

1 unchanged sentence

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 September 30, 2024 and December 31, 2023, $ 126,000 and $ 0 were outstanding, respectively.

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

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

Upon receiving

due notification by the Company of the closing of a business combination, 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

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 March 31, 2025 and December 31, 2024, $ 126,000

was outstanding.

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

2 unchanged sentences

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

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 March 31, 2025 and December 31, 2024, $ 208,936

were outstanding.

Concern Consideration and Management Liquidity Plans

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

Subsequent to the consummation of the

IPO, the Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant

of March 31, 2025, the Company had cash of $ 4,216 and working capital deficit of $ 2,089,118 .

Subsequent to the consummation of the IPO,

the Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant

transaction costs in pursuit of the consummation of a Business Combination.

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to continue as a going concern within one year after the date that the financial statements are issued or are available to be issued.

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

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

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

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

for continued listing on The Nasdaq Global Market.

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

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

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

The Notice states that the Company

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

the Minimum Public Holders Rule.

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

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

If Nasdaq accepts the Company’s Plan, Nasdaq

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

Holders Rule.

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

of a Nasdaq Hearings Panel.

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

The Company, by filing this Current

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

The Company intends to monitor its

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

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

Additionally, the Company may consider applying

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

listing on that market).

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

listing criteria.

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

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

and Uncertainties

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.

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

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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

America (“U.S.

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

States of America (“U.S.

GAAP”) and the requirements of the U.S.

Securities and Exchange Commission (“SEC”) for interim

Securities and Exchange Commission (“SEC”) for

interim reporting.

As permitted under those rules, certain footnotes or other financial information that are normally required by U.S.

be condensed or omitted.

These unaudited financial statements have been prepared on the same basis as the Company’s annual financial

statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary

for the fair statement of the Company’s financial information.

These interim results are not necessarily indicative of the results

to be expected for the fiscal year ending December 31, 2024, or for any other interim period or for any other future year.

GAAP can be condensed or omitted.

These unaudited consolidated financial statements have been prepared on the same basis as the Company’s

annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments,

which are necessary for the fair statement of the Company’s financial information.

These interim results are not necessarily indicative

of the results to be expected for the fiscal year ending December 31, 2025, or for any other interim period or for any other future year.

Principles of Consolidation

The unaudited consolidated financial statements

include the accounts of the Company and its subsidiaries.

All intercompany accounts and transactions are eliminated upon consolidation.

Growth Company

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or impossible because of the potential differences in accounting standards used.

preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

preparation of the unaudited consolidated financial statement in conformity with US GAAP requires the Company’s management to

make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the consolidated financial statement.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

a condition, situation or set of circumstances that existed at the date of the consolidated financial statement, which management considered

in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results

could differ significantly from those estimates.

and cash equivalents

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

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

The Company had a cash balance of $ 4,216 and $ 4,215 as of March 31, 2025 and December 31, 2024, respectively.

Held in Trust Account

11 unchanged sentences

account is determined using available market information.

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

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

As of March 31, 2025 and December 31, 2024, the trust account had balance of

$ 18,407,880 and $ 18,000,701 , respectively.

The interest earned from the trust account totaled $ 187,179 and $ 678,480 for three months

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

$ 2,592,461 for nine months ended September 30, 2024 and 2023, respectively, which were fully reinvested into the trust account as earned

and unrealized gain on investments and therefore presented as an adjustment to the operating activities in the Statement of Cash Flows.

held in Trust Escrow Account

of September 30, 2024, the Company had $ 55,000 in cash held in the trust escrow account which not yet been deposited to Trust Account.

Once deposited, the full amount will be invested in U.S.

government securities with a maturity of 185 days or less or in money market

ended March 31, 2025 and 2024, 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.

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,

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2025

and 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.

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.

1 unchanged sentence

income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statement.

Consequently, income taxes are not reflected in the Company’s consolidated financial

Income (Loss) per Ordinary Shares

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

The statements of operations include

a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income

In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company

first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed

income (loss) is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss)

ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares.

Any remeasurement

of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public

shareholders.

As of June 30, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised

or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted income (loss) per share is the

same as basic income (loss) per share for the period presented.

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

The consolidated statements of

operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class

method of income per share.

In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable

shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares

and the undistributed income (loss) is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed

income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares.

remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends

paid to the public shareholders.

As of March 31, 2025, the Company did not have any dilutive securities and other contracts that could,

potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted income

(loss) per share is the same as basic income (loss) per share for the period presented.

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

SCHEDULE OF NET INCOME (LOSS) PER SHARE

Three Months Ended

September 30,

Nine Months Ended

September 30,

Accretion of temporary equity into redemption value (interest earned)

( 1,800,904 )

( 2,630,689 )

Accretion of temporary equity into redemption value (extension deposit)

Net loss including accretion of equity into redemption value

$ ( 402,579 )

$ ( 198,800 )

$ ( 951,896 )

$ ( 525,247 )

September 30, 2024

September 30, 2023

OF NET INCOME (LOSS) PER SHARE

Non-Redeemable

Three Months Ended

Non-Redeemable

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

Basic and diluted net income/(loss)

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 into redemption value

(extension deposit)

Allocation of net loss including accretion

of temporary equity

$ ( 140,281 )

$ ( 203,201 )

$ ( 196,904 )

Interest earned on investment held in trust

Accretion of temporary

equity into redemption value (extension deposit)

Allocation of net income/(loss)

$ ( 203,201 )

Denominators:

Weighted-average shares outstanding

Basic and diluted net income/(loss) per share

Basic and diluted net

income/(loss) per share

Concentration

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subject to the occurrence of uncertain future events.

Accordingly, at September 30, 2024 and December

Accordingly, at March 31, 2025 and December

31, 2024 , the ordinary shares subject to possible redemption in the amount of $ 18,407,880 and $ 18,000,701 ,

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

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

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

Ordinary shares subject to possible redemption at December 31, 2023

Accretion for ordinary shares subject to redemption (income earned on investment held in trust account)

Accretion for ordinary shares subject to redemption (extension deposit)

Ordinary shares subject to possible redemption at March 31, 2024

Accretion for ordinary shares subject to redemption (income earned on investment held in trust account)

Accretion for ordinary shares subject to redemption (extension deposit)

Ordinary shares subject to possible redemption at June 30, 2024

Accretion for ordinary shares subject to redemption (income earned on investment held in trust account)

Accretion for ordinary shares subject to redemption (extension deposit)

Ordinary shares subject to possible redemption at September 30, 2024

March 31, 2025, the ordinary shares reflected in the balance sheets are reconciled in the following table:

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

shares subject to possible redemption at December 31, 2024

Accretion for ordinary shares subject to

redemption (income earned on investment held in trust account)

Accretion for ordinary

shares subject to redemption (extension deposit)

shares subject to possible redemption at March 31, 2025

Promissory Note

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Accounting Standards

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

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 permitted.

This was effective for the Company during three months

ended March 31, 2025, 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

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

of September 30, 2024 and December 31, 2023, the amounts due to related parties were $ 433,004 and $ 174,837 , respectively, which is expected

to be settled upon the consummation of the business combination.

of March 31, 2025 and December 31, 2024, the amounts due to related parties were $ 568,163 and $ 516,883 ,

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 three months and nine months ended September 30, 2024, the Company

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

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

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

For three months ended March 31, 2025 and 2024, the Company incurred $ 30,000

in fees for these services.

Notes — Related Party

June 3, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the

Company could borrow up to an aggregate of $ 150,000 to cover expenses related to the IPO.

On April 11, 2024, the Company amended and

restated the Promissory Note with AlphaVest Holding LP to extend the maturity date to the earlier of:

(i) September 12, 2024 or (ii)

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

June 3, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which

the Company could borrow up to an aggregate of $ 150,000

to cover expenses related to the IPO.

On April 11, 2024, the Company amended and restated the Promissory Note with AlphaVest Holding

LP to extend the maturity date to the earlier of :

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

business combination.

The Promissory Note expired on September 12, 2024.

As of September

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

December 21, 2023, Alphavest Holding LP, one of the Sponsor, agreed to loan the Company $ 165,000 (as amended and restated, the “Extension

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

As of March 31, 2025 and December 31, 2024, $ 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.

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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:

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.

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

after the date of the consummation of the business combination.

As of September 30, 2024 and December 31, 2023, $ 220,000 and

of March 31, 2025 and December 31, 2024, $ 220,000

was outstanding.

March 12, 2024, the Company issued a promissory note to TenX Global Capital LP (the “Promissory Note 1”), pursuant to

which the Company could borrow up to an aggregate of $ 400,000 .

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

(i) September 12, 2024 (six (6) months from the

issuing of this Note) or (ii) promptly after the date on which Maker consummates an initial business combination (a “Business

Combination”) (such earlier date, the “Maturity Date”) (as described in its initial public offering prospectus

dated December 19, 2022 (the “Prospectus”)).

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 March 31, 2025 and December 31,

2024, $ 338,326 and $ 287,046

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.

As of September 30,

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

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

respectively.

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

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

$ 436 in fees for these services, respectively.

6 - COMMITMENTS AND CONTINGENCY

February 22, 2025 and 2024, the Company agreed to pay TenX Global Capital LP for website service.

For three months ended March 31, 2025

and 2024, the Company incurred $ 307 and $ 157 in fees for these services, respectively.

6 — Commitments and Contingenc ies

holders of the Founder Shares, ordinary shares issued to EBC, Private Placement Units and Units that may be issued upon conversion of

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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 September

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

Shares - The Company is authorized to issue 200,000,000 ordinary shares with a par value of $ 0.0001 per share Holders of ordinary

shares are entitled to one vote for each share.

Shares — The Company is authorized to issue 2,000,000 preference shares with a par value of $ 0.0001 per share with such

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

As of March 31, 2024, there were no shares of preference shares issued or outstanding.

Shares — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $ 0.0001 per share Holders of

ordinary shares are entitled to one vote for each share .

February 7, 2022, the Sponsor received 1,725,000 shares of the Company’s ordinary

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

of September 30, 2024

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

to possible redemption which are presented as temporary equity as of September 30, 2024 and December 31, 2023.

- Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically

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.

of March 31, 2025 and December 31, 2024, there were 2,280,500 ordinary shares issued and outstanding, excluding 1,574,356 ordinary

shares subject to possible redemption which are presented as temporary equity as of March 31, 2025

and December 31, 2024.

— 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

8 — Fair Value Measurements

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Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

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

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31,

2025 and December 31, 2024.

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

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

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

securities held in the trust account

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

OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

March 31, 2025

Marketable securities held in the

trust account

December 31, 2024

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 identified the following subsequent event that is required

disclosure in the financial statements.

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

borrow up to an aggregate of $ 100,000 .

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

(i) December 31, 2024 or (ii) promptly after the date on which Maker consummates an initial business combination.

Upon receiving

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

under Promissory Note 3 into a number of shares of non-transferable, non-redeemable, ordinary shares of the Company equal to:

principal amount of this Promissory Note 3 being converted, divided by (y) the conversion price of Ten Dollars ($ 10.00 ), rounded up to

the nearest whole number of shares, with such conversion to be effective immediately prior to the closing the such business combination.

As of the date of this filing, $ 54,285 is outstanding.

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

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

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

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

On October 28, 2024, the Company submitted

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

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements