What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-20 compared with 2024-11-19 · 64 added, 102 removed, 106 unchanged (61% of the section changed)

21 unchanged sentences

of Operations

have not generated any revenues to date, and we will not be generating any operating revenues until the closing and completion of our

initial Business Combination.

All of our activity up to March 31, 2025 has been related to our formation, the Initial Public Offering

and, since the closing of the Initial Public Offering, identifying a target company for our initial Business Combination, and professional

costs related with the initial Business Combination.

We have, and expect to continue to generate income in the form of interest income

and unrealized gains on investments held in the Trust Account.

We expect to continue to incur increased expenses as a result of being

a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection

with the search for a Business Combination target.

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

Our only activities since inception through September 30,

2024 were organizational activities, those necessary to prepare for the IPO described below and

identifying a target company for our initial Business Combination.

We do not expect to generate any operating revenues until after the

completion of our initial Business Combination.

We expect to generate non-operating income in the form of interest income on marketable

securities held after the IPO.

We expect that we will incur increased expenses as a result of being a public company (for legal, financial

reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing,

a Business Combination.

three months ended September 30, 2024, we had a net income of $502,021, which consists of interest earned on marketable securities held

in Trust Account and bank interest income of $684,601, offset by formation and operating costs of $182,580.

nine months ended September 30, 2024, we had a net income of $1,234,008, which consists of interest earned on marketable securities held

in Trust Account and bank interest income of $1,893,227, offset by formation and operating costs of $566,903 and unrealized loss on the

investment of $92,316.

three months ended September 30, 2023, we had a net income of $755,988, which consists of interest earned on marketable securities held

in Trust Account and bank interest income of $954,809, offset by formation and operating costs of $198,821.

nine months ended September 30, 2023, we had a net income of $2,105,442, which consists of interest earned on marketable securities held

in Trust Account and bank interest income of $2,592,636, offset by formation and operating costs of $487,194.

Following the IPO, we will not generate any operating revenues

until after completion of our initial business combination.

We generate income in the form of interest income on cash and cash equivalents

after the IPO.

After the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting,

accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.

We expect our expenses to increase substantially in connection with the search for a Business Combination target.

three months ended March 31, 2025, we had a net income of $8,697, which consists of interest earned on marketable securities held in

Trust Account and bank interest income of $187,180, offset by formation and operating costs of $178,483.

three months ended March 31, 2024, we had a net income of $349,241, which consists of interest earned on marketable securities held in

Trust Account and bank interest income of $678,480, offset by formation and operating costs of $236,926 and unrealized loss on investments

held in trust account of $92,316.

Capital Resources, and Going Concern

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of the target business or businesses, make other acquisitions and pursue our growth strategies.

of September 30, 2024, we had marketable securities held in the trust account of $53,011,509 (including $5,419,445 of interest income

as of September 30, 2024) consisting of U.S.

Treasury Bills with a maturity of 185 days or less or in money market funds meeting certain

conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

income on the balance in the trust account may be used by us to pay taxes.

Through September 30, 2024, we have not withdrawn any interest

earned from the trust account.

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

On May 2, 2024, we issued a promissory note

to AMC Corporation in the aggregate principal amount of $126,000, to be used, in part, for operating costs.

of March 31, 2025, we had marketable securities held in the trust account of $18,407,880 consisting of U.S.

government securities with

a maturity of 185 days or less.

Interest income on the balance in the trust account may be used by us to pay taxes.

Through March 31,

2025, we have not withdrawn any interest earned from the trust account.

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

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to such loans.

We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe

third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust

our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination

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statements are issued or are available to be issued.

connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management

believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of the initial

Business Combination or one year from the issuance date of this financial statements.

There is no assurance that the Company’s

plan to consummate a business combination will be successful.

As a result, there is substantial doubt about the entity’s ability

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

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

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

We have incurred and expect to continue to incur

significant professional costs to remain as a public traded company and to incur transaction costs in pursuit of a Business Combination.

In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we believe that these

conditions raise substantial doubt about our ability to continue as a going concern.

In addition, if we are unable to complete a Business

Combination within the Combination Period and such period is not extended, there will be a liquidation and subsequent dissolution.

a result, we have determined that such additional condition also raises substantial doubt about our ability to continue as a going concern.

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

Sheet Financing Arrangements

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

We do not participate

in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest

entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into

any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,

or purchased any non-financial assets.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities, or purchased any non-financial assets.

Party Transactions

February 7, 2022, the sponsor received 1,725,000 of the Company’s ordinary shares in exchange for $25,000 paid for deferred offering

costs borne by the founder.

Up to 225,000 of such founder shares are subject to forfeiture to the extent that EBC’s over-allotment

is not exercised in full.

As a result of EBC’s election to fully exercise their over-allotment option on December 29, 2022, no

founder shares are currently subject to forfeiture.

June 3, 2022, the Company entered into an unsecured promissory note with AlphaVest Holding LP (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.

April 18, 2023, AlphaVest Holding LP, one of our sponsors, transferred an aggregate of 1,035,000 founder shares to Peace Capital Limited,

our other sponsor.

Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur

(A) six months after the completion of the initial Business Combination and (B) the date on which we complete a liquidation, merger,

share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public

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

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

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”).

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 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.

25 , 2024 , we 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, $220,000 were outstanding.

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

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

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

(i) September 12, 2024 (six (6) months from the issuing of this Note) or (ii) promptly after the date on which Maker consummates

an initial business combination (a “Business Combination”) (such earlier date, the “Maturity Date”) (as described

in its initial public offering prospectus dated December 19, 2022 (the “Prospectus”)).

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, $203,167 were outstanding.

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.

refer to Financial Statement Note 5 - Related Parties.

Contractual Obligations

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at the closing date of the initial Business Combination.

Accounting Policies and Estimates

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

results could materially differ from those estimates.

We have not identified any critical accounting estimates and all the significant

accounting policies are described in the Note 2 of this reviewed financial statements.

Accounting Estimates

preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during

the periods reported.

Actual results could materially differ from those estimates.

We have not identified any critical accounting policies

or estimates.

Income (Loss) per Share

Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings 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 interest income and unrealized gain or loss on investments in trust account less any dividends paid.

We then allocated the

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

Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to

be dividends paid to the public shareholders.

Accounting Standards

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

on our financial statements.

on our consolidated financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis