IPO and Financial Proceeds - The Company generated gross proceeds of 10.00 per unit[23]. - Following the IPO, approximately 550,000 allocated for fees and expenses, and 50,608,334.49 remained in the trust account after 2,174,171 Ordinary Shares were redeemed for approximately 650,000 will be available outside the trust account to fund working capital requirements, with offering expenses estimated at 10.20 per share or less upon liquidation[89]. - If the company is unable to complete its initial business combination, public shareholders may receive only approximately 10.20 per share[89]. - The per-share redemption amount for public shareholders could be less than 55,000 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 date[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 Initial Shareholders have agreed to vote in favor regardless of public votes[74][75]. - The company may seek shareholder approval for the initial business combination, with Initial Shareholders potentially purchasing shares from public shareholders to influence the vote[90]. - The company may seek to amend its governing instruments to facilitate the completion of the initial business combination, which may not receive support from shareholders[147]. - The company may need to amend its governing instruments to facilitate the completion of a business combination, requiring only a two-thirds majority approval[172]. Market and Growth Strategy - The management team intends to focus on private companies in Asia with compelling economics and paths to positive operating cash flow[35]. - The Company has identified the Asian market as a key area for growth, driven by private sector expansion and increasing middle-class consumption[36]. - The company aims to acquire businesses with strong management teams to enhance operational and investment capabilities[42]. - The target businesses should have significant revenue and earnings growth potential through product development and increased production capacity[42]. - The company seeks to acquire businesses that can generate strong, stable, and increasing free cash flow, particularly those with predictable revenue streams[42]. Financial Health and Risks - The company has not commenced any operations and does not expect to generate operating revenues until after the completion of its business combination[22]. - 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]. - The company may need to obtain additional financing for general corporate purposes following the initial business combination[45]. - The funds available outside the trust account may not be sufficient for operations for at least the next 24 months, potentially requiring loans from Initial Shareholders[107]. - The company may face challenges in obtaining additional financing for the business combination, which could lead to restructuring or abandonment of the deal[175]. - The company may issue additional shares or incur substantial debt to complete its business combination, which could dilute existing shareholders' interests and negatively impact financial condition[144]. - The existence of substantial debt may limit the company's flexibility in planning and reacting to changes in the business environment[148]. 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]. - There are no material legal proceedings currently pending against the company or its management team[63]. - Regulatory challenges, particularly concerning foreign investment in China, may limit the company's ability to complete business combinations with certain targets[70]. - The Foreign Investment Risk Review Modernization Act of 2018 may subject the company to mandatory filings and reviews, potentially limiting business combination opportunities[135]. - Compliance with PRC regulations may delay or inhibit the ability to complete business transactions[215]. - The judiciary in the PRC is relatively inexperienced in enforcing corporate law, leading to uncertainty in litigation outcomes[211]. - The company may face significant penalties if agreements for acquiring control do not comply with local restrictions on foreign investment[216]. Management and Operational Risks - The company lacks an operating history and revenues, making it challenging to evaluate its ability to achieve business objectives[72]. - The management team will evaluate potential targets based on their strengths, weaknesses, and risk-return profiles[47]. - The company may face increased costs and risks when attempting to complete multiple business combinations simultaneously, potentially impacting operations and profitability[126]. - There is a risk that the management of a target business may lack the necessary skills to manage a public company, which could negatively affect shareholder value[127]. - Key personnel from an acquisition candidate may resign after the business combination, which could adversely impact operations and profitability[128]. - Management's ability to complete the business combination is dependent on their efforts, and the loss of key personnel could negatively impact post-combination operations[158]. - Conflicts of interest may arise as officers and directors may allocate time to other businesses or become affiliated with other acquisition entities[164]. Market Competition and Challenges - 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 for attractive targets may raise costs and hinder the ability to find suitable business combinations[81][82]. - The ability of public shareholders to redeem shares for cash may deter potential business combination targets, complicating the completion of desirable transactions[78]. - The company may face difficulties in managing cross-border operations, which could negatively impact financial results[70]. - 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 many Asian countries may limit foreign investments, reducing the pool of potential acquisition candidates[206]. - Corporate governance standards in Asia may be weaker than in the United States, potentially hiding detrimental operational practices[208]. Acquisition Strategy and Risks - The company may seek acquisition opportunities in industries outside of its management's expertise, increasing risks associated with potential targets[70]. - The company may complete a business combination with an early-stage or financially unstable business, exposing it to volatile revenues[122]. - The company may enter into a business combination with a target that does not meet its established criteria, which could lead to shareholder redemption rights being exercised[121]. - Costs incurred in researching acquisitions that do not complete could adversely affect future acquisition attempts[124]. - Financial statement requirements for target businesses may limit the pool of potential acquisitions, as some targets may be unable to provide necessary disclosures in time[156]. - The company may face increased costs or difficulties in completing a business combination due to the registration rights granted to Initial Shareholders[146]. - There is a risk that new management may not possess the necessary skills to operate the target business post-combination[179]. - The company may incur write-downs or restructuring charges post-combination, negatively impacting financial condition and share price[181].
Alphavest Acquisition Corp(ATMVU) - 2024 Q4 - Annual Report