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AlphaVest Acquisition p(ATMV) - 2024 Q4 - Annual Report
ATMVAlphaVest Acquisition p(ATMV)2025-04-14 20:15

IPO and Financial Proceeds - The Company generated gross proceeds of 60,000,000fromitsInitialPublicOffering(IPO)byselling6,000,000unitsat60,000,000 from its Initial Public Offering (IPO) by selling 6,000,000 units at 10.00 per unit[23]. - Following the IPO, approximately 70,380,000wasdepositedintoatrustaccount,with70,380,000 was deposited into a trust account, with 550,000 allocated for fees and expenses, and 650,000availableforworkingcapital[26].−AsofDecember21,2023,approximately650,000 available for working capital[26]. - As of December 21, 2023, approximately 50,608,334.49 remained in the trust account after 2,174,171 Ordinary Shares were redeemed for approximately 23,282,935.83[29].−ThenetproceedsfromtheInitialPublicOfferingmaybeusedforgeneralcorporatepurposes,includingmaintenanceorexpansionofoperationspost−transaction[44].−Approximately23,282,935.83[29]. - The net proceeds from the Initial Public Offering may be used for general corporate purposes, including maintenance or expansion of operations post-transaction[44]. - Approximately 650,000 will be available outside the trust account to fund working capital requirements, with offering expenses estimated at 550,000[108].−Upto550,000[108]. - Up to 51,108,600 from the net proceeds of the Initial Public Offering and the sale of Private Placement Units will be available to complete the business combination and pay related fees and expenses[130]. Business Combination Plans - The Company entered into a business combination agreement with Wanshun Technology Industrial Group Limited on August 11, 2023[27]. - The Company has extended the deadline to complete a business combination to December 22, 2024, by depositing 55,000foreachmonthlyextension[30].−TheCompanyhastheabilitytoextendthetimetoconsummateabusinesscombinationuptonineadditionalmonths,totaling33monthsfromtheIPOclosing[41].−Theinitialbusinesscombinationmustinvolvetargetbusinesseswithanaggregatefairmarketvalueofatleast8055,000 for each monthly extension[30]. - The Company has the ability to extend the time to consummate a business combination up to nine additional months, totaling 33 months from the IPO closing[41]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the assets held in the trust account[43]. - The company may complete its initial business combination even if a majority of public shareholders do not support it, as it may not hold a shareholder vote unless required by law[74]. - The company may seek shareholder approval for its initial business combination, and its Initial Shareholders may purchase shares from public shareholders, influencing the vote[90]. Financial Condition and Risks - The company has not generated any revenues to date and is classified as an early-stage and emerging growth company[19]. - As of December 31, 2024, the company had a working capital deficiency of 1,745,636, raising substantial doubt about its ability to continue as a going concern[73]. - If the company fails to complete its initial business combination, it will not generate any operating revenues, impacting its financial viability[72]. - The company may need additional financing for general corporate purposes following the initial business combination, with no limitations on raising funds through equity or debt[45]. - The company may be forced to liquidate if it cannot obtain sufficient funds to operate for at least the next 24 months following the Initial Public Offering[105]. - The per-share redemption amount for public shareholders could be less than 10.20duetopotentialclaimsfromcreditors[112].ManagementandOperationalStrategy−ThemanagementteamaimstofocusonprivatecompaniesinAsiawithcompellingeconomicsandpathstopositiveoperatingcashflow[35].−Thecompanyaimstoacquirebusinesseswithstrongmanagementteamstoenhanceoperationalandinvestmentcapabilities[42].−Targetbusinessesshouldhavesignificantrevenueandearningsgrowthpotentialthroughproductdevelopmentandincreasedproductioncapacity[42].−Thecompanyseekstoacquirebusinessescapableofgeneratingstrong,stable,andincreasingfreecashflow,particularlythosewithpredictablerevenuestreams[42].−Thecompanymaypursuebusinesscombinationswithaffiliatedentitiesiftheymeetestablishedcriteriaandareapprovedbyindependentdirectors[168].MarketandCompetitiveLandscape−TheCompanyhasidentifiedtheAsianmarketasakeyareaforgrowth,drivenbyprivatesectorexpansionandtechnologicalinnovation[36].−Thecompanyexpectstoencounterintensecompetitionfromotherentitieswithsimilarbusinessobjectives,includingprivateinvestorsandotherblankcheckcompanies[102].−Increasedcompetitionamongspecialpurposeacquisitioncompaniesmayleadtoascarcityofattractivetargetsandhighercostsforinitialbusinesscombinations[81].−Theabilityofpublicshareholderstoredeemtheirsharesforcashmaydeterpotentialbusinesscombinationtargets,complicatingtheacquisitionprocess[78].RegulatoryandLegalConsiderations−ThecompanyissubjecttoreportingobligationsundertheExchangeAct,includingfilingannual,quarterly,andcurrentreportswiththeSEC[55].−Thecompanyisclassifiedasan"emerginggrowthcompany,"allowingittotakeadvantageofcertainexemptionsfromreportingrequirements[59].−Thecompanymayfacechallengesincompletingabusinesscombinationwithnon−China−basedtargetsduetoregulatoryscrutinyandpotentialforeigninvestmentrestrictions[70].−ThecompanymaynotbeabletoenforcelegalrightsifitacquiresabusinesslocatedoutsidetheUnitedStates,affectingitsoperationalcontrol[70].−ChangesinChinesegovernmentpoliciescouldsignificantlyimpactthecompany′soperationsandthevalueofitsOrdinarySharespost−combination[70].ShareholderDynamics−InitialShareholdershaveagreedtovotetheirsharesinfavoroftheinitialbusinesscombination,whichcouldfacilitatetheapprovalprocess[75].−InitialShareholderswillown55.210.20 due to potential claims from creditors[112]. Management and Operational Strategy - The management team aims to focus on private companies in Asia with compelling economics and paths to positive operating cash flow[35]. - The company aims to acquire businesses with strong management teams to enhance operational and investment capabilities[42]. - Target businesses should have significant revenue and earnings growth potential through product development and increased production capacity[42]. - The company seeks to acquire businesses capable of generating strong, stable, and increasing free cash flow, particularly those with predictable revenue streams[42]. - The company may pursue business combinations with affiliated entities if they meet established criteria and are approved by independent directors[168]. Market and Competitive Landscape - The Company has identified the Asian market as a key area for growth, driven by private sector expansion and technological innovation[36]. - The company expects to encounter intense competition from other entities with similar business objectives, including private investors and other blank check companies[102]. - Increased competition among special purpose acquisition companies may lead to a scarcity of attractive targets and higher costs for initial business combinations[81]. - The ability of public shareholders to redeem their shares for cash may deter potential business combination targets, complicating the acquisition process[78]. Regulatory and Legal Considerations - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[55]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[59]. - The company may face challenges in completing a business combination with non-China-based targets due to regulatory scrutiny and potential foreign investment restrictions[70]. - The company may not be able to enforce legal rights if it acquires a business located outside the United States, affecting its operational control[70]. - Changes in Chinese government policies could significantly impact the company's operations and the value of its Ordinary Shares post-combination[70]. Shareholder Dynamics - Initial Shareholders have agreed to vote their shares in favor of the initial business combination, which could facilitate the approval process[75]. - Initial Shareholders will own 55.2% of issued and outstanding Ordinary Shares after the IPO, potentially influencing shareholder votes[176]. - Initial Shareholders acquired 1,725,000 Founder Shares for 25,000, representing 20% of outstanding shares post-IPO[169]. - The company may issue additional Ordinary Shares or preference shares to complete its initial business combination, potentially diluting existing shareholders' interests[70]. Risks Associated with Acquisitions - The company may not adequately assess all significant risk factors in potential business combinations, leading to possible value reductions for shareholders[122]. - The potential loss of key personnel from the target business post-combination could negatively impact operations and profitability[160]. - The company may pursue acquisitions outside of management's expertise, potentially affecting evaluation and operation[120]. - There are risks associated with the management of the target business after the initial business combination, including potential loss of control[179]. Economic and Market Conditions - Political events and social unrest in countries where the company operates could negatively affect business operations[194]. - Inflationary pressures in Asian economies may lead to government actions that could significantly decrease profitability post-acquisition[205]. - Regulations in Asia limiting foreign investments may restrict the number of potential acquisition candidates[206]. - Corporate governance standards in Asia may be weaker than in the United States, potentially hiding detrimental operational practices[208].