What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-20 · 189 added, 165 removed, 5 unchanged (99% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

to the “Company,” “our,” “us” or “we” refer to AlphaVest Acquisition Corp.

The following

discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited

financial statements and the notes related thereto.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a

result of many factors.

were incorporated in the Cayman Islands on January 14, 2022 for the purpose of effecting a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization or similar business combination with one or more businesses.

While we intend to focus our search on businesses

in Asia, we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination.

We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive

discussions, directly or indirectly, with any business combination target.

We intend to effectuate our initial business combination using

cash from the proceeds of this offering and the private placement of the private units, the proceeds of the sale of our securities in

connection with our initial business combination, our shares, debt or a combination of cash, stock and debt.

expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete

a Business Combination will be successful.

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.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,” “our,”

“us” or “we” refer to AlphaVest Acquisition Corp.

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes related

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

We were incorporated in the Cayman Islands on

January 14, 2022 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar

business combination with one or more businesses.

While we intend to focus our search on businesses in Asia, we are not limited to a particular

industry or geographic region for purposes of consummating an initial business combination.

We have not selected any specific business

combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with

any business combination target.

We intend to effectuate our initial business combination using cash from the proceeds of this offering

and the private placement of the private units, the proceeds of the sale of our securities in connection with our initial business combination,

our shares, debt or a combination of cash, stock and debt.

to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business

Combination will be successful.

Results of Operations

We 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 June 30, 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

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.

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

December 22, 2022, we consummated the Initial Public Offering of 6,000,000 Units and, with respect to the ordinary shares included in

the Units sold, the Public Shares at $10.00 per Unit, generating gross proceeds of $60,000,000.

Simultaneously with the closing of the

Initial Public Offering, we consummated the sale of 390,000 Private Units at a price of $10.00 per Private Unit in a private placement

to the Sponsor and EBC (365,000 private units to Sponsor and 25,000 private units to EBC), generating gross proceeds of $3,900,000.

December 29, 2022, EBC fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an aggregate

amount of $9,000,000.

In connection with the EBC’s full exercise of their over-allotment option, the Company also consummated the

sale of an additional 40,500 Private Units at $10.00 per Private Unit, generating total proceeds of $405,000.

the full exercise of over-allotment option, and the sale of the Private Units, an amount of $70,380,000 ($10.20 per Unit) was placed

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.

We have neither engaged

in any operations nor generated any revenues to date.

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.

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.

For three months ended

June 30, 2025, we had a net income of $23,368, which consists of interest earned on marketable securities held in Trust Account and bank

interest income of $191,642, offset by formation and operating costs of $168,274.

For three months ended

June 30, 2024, we had a net income of $382,746, which consists of interest earned on marketable securities held in Trust Account and bank

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

For six months ended

June 30, 2025, we had a net income of $32,064, which consists of interest earned on marketable securities held in Trust Account and bank

interest income of $378,821, offset by formation and operating costs of $346,757.

For six months ended

June 30, 2024, we had a net income of $731,987, which consists of interest earned on marketable securities held in Trust Account and bank

interest income of $1,208,626, offset by formation and operating costs of $384,323 and unrealized loss on the investment of $92,316.

Liquidity, Capital

Resources, and Going Concern

On December 22, 2022,

we consummated the Initial Public Offering of 6,000,000 Units and, with respect to the ordinary shares included in the Units sold, the

Public Shares at $10.00 per Unit, generating gross proceeds of $60,000,000.

Simultaneously with the closing of the Initial Public Offering,

we consummated the sale of 390,000 Private Units at a price of $10.00 per Private Unit in a private placement to the Sponsor and EBC (365,000

private units to Sponsor and 25,000 private units to EBC), generating gross proceeds of $3,900,000.

On December 29, 2022,

EBC fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an aggregate amount of $9,000,000.

In connection with the EBC’s full exercise of their over-allotment option, the Company also consummated the sale of an additional

40,500 Private Units at $10.00 per Private Unit, generating total proceeds of $405,000.

Following the full exercise

of over-allotment option, and the sale of the Private Units, an amount of $70,380,000 ($10.20 per Unit) was placed in the trust account.

The funds held in the Trust Account may be invested in U.S.

government securities with a maturity of 185 days or

less or in any open-ended investment company that holds itself out as a money market fund selected by us.

We intend to use substantially

all of the funds held in the trust account, including any amounts representing interest earned on the trust account, to complete our

initial business combination.

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete

our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations

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

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.

government securities with a maturity of 185 days or less or in any open-ended

investment company that holds itself out as a money market fund selected by us.

We intend to use substantially all of the funds held in

the trust account, including any amounts representing interest earned on the trust account, to complete our initial business combination.

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination,

the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses,

make other acquisitions and pursue our growth strategies.

As of June 30, 2025,

we had marketable securities held in the trust account of $18,764,521 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,

our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a

non-interest bearing basis as may be required.

Through June 30, 2025, we have not withdrawn

any interest earned from the trust account.

In order to fund working

capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate

of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest bearing basis as

may be required.

If we complete our initial business combination, we would repay such loaned amounts.

the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account

to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Other than as described above,

the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect

to such loans.

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

are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial

In the event that our initial business

combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but

no proceeds from our trust account would be used for such repayment.

Other than as described above, the terms of such loans by our officers

and directors, if any, have not been determined and no written agreements exist with respect to such loans.

If our estimates of the

costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than

the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination.

Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated

to redeem a significant number of our Public Shares upon completion of our initial business combination, in which case we may issue additional

securities or incur debt in connection with such business combination.

In addition, we are targeting businesses larger than we could acquire

with the net proceeds of the IPO and the sale of the Private Units, and may as a result be required to seek additional financing to complete

such proposed initial business combination.

Subject to compliance with applicable securities laws, we would only complete such financing

simultaneously with the completion of our initial business combination.

If we are unable to complete our initial business combination

because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet

our obligations.

There is no assurance

that our plans to consummate a business combination will be successful within the combination period.

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.

As of June 30, 2025,

we had cash of $4,216 and a working capital deficit of $2,422,391.

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.

As 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.

Off-Balance Sheet

Financing Arrangements

We have no obligations,

assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

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.

Related Party Transactions

Please refer to Financial

Statement Note 4 - Related Parties.

Other Contractual

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities reflected on our balance sheet.

Registration Rights

The holders of the Founder

Shares, EBC founder shares, Private Placement Units will be entitled to registration rights pursuant to a registration rights agreement

dated July 11, 2023 requiring the Company to register such securities for resale.

Subject to certain limitations set forth in such agreement,

the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company

In addition, the holders have certain “piggy-back” registration rights with respect to registration

statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities

pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required

to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are

released from their lock-up restrictions.

The Company will bear the expenses incurred in connection with the filing of any such registration

Business Combination

Moreover, we may need to obtain additional financing either to complete our initial business combination or because

we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination, in which

case we may issue additional securities or incur debt in connection with such business combination.

In addition, we are targeting businesses

larger than we could acquire with the net proceeds of the IPO and the sale of the Private Units, and may as a result be required to seek

additional financing to complete such proposed initial business combination.

Subject to compliance with applicable securities laws, we

would only complete such financing simultaneously with the completion of our initial business combination.

If we are unable to complete

our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate

the trust account.

In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional

financing in order to meet our obligations.

is no assurance that our plans to consummate a business combination will be successful within the combination period.

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.

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 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

refer to Financial Statement Note 5 - Related Parties.

Contractual Obligations

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities reflected on our balance

holders of the Founder Shares, EBC founder shares, Private Placement Units will be entitled to registration rights pursuant to a registration

rights agreement dated July 11, 2023 requiring the Company to register such securities for resale.

Subject to certain limitations set

forth in such agreement, the holders of these securities will be entitled to make up to three demands, excluding short form registration

demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights

with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to

However, the registration rights agreement provides

that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until

the securities covered thereby are released from their lock-up restrictions.

The Company will bear the expenses incurred in connection

with the filing of any such registration statements.

Combination Marketing Agreement

have engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders

to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors

that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and

public filings in connection with the Business Combination.

The Company will pay EBC a service fee for such services upon the consummation

of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO.

In addition, the Company will pay EBC

a service fee in an amount equal to 1.0% of the total consideration payable in the initial Business Combination if it introduces the

Company to the target business with whom it completes an initial Business Combination and the amount will be payable in cash and is due

at the closing date of the initial Business Combination.

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 consolidated financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

Marketing Agreement

We have engaged EBC as

an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential

Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing

its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with

the Business Combination.

The Company will pay EBC a service fee for such services upon the consummation of its initial Business Combination

in an amount equal to 3.5% of the gross proceeds of the IPO.

In addition, the Company will pay EBC a service fee in an amount equal to

1.0% of the total consideration payable in the initial Business Combination if it introduces the Company to the target business with whom

it completes an initial Business Combination and the amount will be payable in cash and is due at the closing date of the initial Business

Critical Accounting

The 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.

Net Income (Loss)

The 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 shares.

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.

Recent Accounting

Management does not believe

that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our consolidated

financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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