Alphavest Acquisition Corp(ATMVU)
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Alphavest Acquisition Corp(ATMVU) - 2023 Q1 - Quarterly Report
2023-05-22 21:06
Financial Performance - For the three months ended March 31, 2023, the net income was $644,898, compared to a net loss of $3,749 for the same period in 2022[8]. - As of March 31, 2023, the Company reported a net income of $644,898, consisting of interest earned on marketable securities and bank interest income of $803,084, offset by formation and operating costs of $158,187[82]. - The Company has not generated any operating revenues to date and will not do so until the completion of its initial Business Combination[80]. Current Liabilities and Equity - The total current liabilities as of March 31, 2023, were $39,412, a decrease from $257,871 as of December 31, 2022[7]. - The total shareholders' equity as of March 31, 2023, was $358,221, down from $554,543 as of December 31, 2022[7]. Cash and Trust Account - The company had cash at the end of the period amounting to $310,950, down from $659,035 at the beginning of the period[11]. - The Company has $71,221,220 in investments held in the Trust Account as of March 31, 2023, including interest income of $802,992[37]. - As of March 31, 2023, the Trust Account held $71,221,220 in a mutual fund primarily invested in U.S. Treasury Securities[71]. - The fair value of marketable securities held in the Trust Account increased from $70,418,228 on December 31, 2022, to $71,221,220 on March 31, 2023[72]. - The Company has not withdrawn any interest earned on the Trust Account through March 31, 2023[71]. Initial Public Offering (IPO) - The company generated gross proceeds of $60,000,000 from its Initial Public Offering on December 22, 2022[15]. - The Company sold 6,000,000 Units at a price of $10.00 per Unit during the Initial Public Offering, generating total proceeds of $60,000,000[47]. - An additional 900,000 Units were issued due to the underwriter's full exercise of their over-allotment option, resulting in an aggregate amount of $9,000,000[47]. - The Initial Public Offering (IPO) generated gross proceeds of $60,000,000 from the sale of 6,000,000 Units at $10.00 per Unit, along with an additional $3,900,000 from the sale of 390,000 Private Units[84]. - The total net proceeds from the initial public offering and the sale of Private Placement Units amounted to $71,030,000, or $10.20 per share sold in the initial public offering[119]. Business Combination and Redemption - The company has broad discretion regarding the application of net proceeds from the Initial Public Offering, primarily intended for a Business Combination[19]. - The Company will provide Public Shareholders the opportunity to redeem their shares for a pro rata portion of the Trust Account, initially anticipated at $10.20 per share[20]. - The Company will redeem 100% of the Public Shares if a Business Combination is not completed within the Combination Period, which is 12 months or 18 months if extended[25]. - The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001[22]. - The Sponsor has agreed to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination[24]. Going Concern and Financial Stability - The Company has determined that there is substantial doubt about its ability to continue as a going concern within one year after the issuance of the financial statements[28]. - There is substantial doubt about the Company's ability to continue as a going concern within one year after the issuance of the financial statements[94][95]. Internal Controls and Accounting Policies - The company identified a material weakness in internal controls related to the accretion adjustment, impacting the effectiveness of disclosure controls and procedures[109]. - The company plans to enhance its system for evaluating and implementing applicable accounting standards[111]. - The company has identified critical accounting policies that may affect reported amounts and has no dilutive securities as of March 31, 2023[101][104]. - There were no changes in internal control over financial reporting that materially affected the company during the most recent fiscal quarter[111]. Transaction Costs and Fees - The company incurred transaction costs related to the Initial Public Offering amounting to $3,734,629[18]. - Offering costs of $3,734,630 were charged to additional paid-in capital upon completion of the Initial Public Offering[38]. - The Company will pay EBC a cash fee of $2,415,000 for services related to the Business Combination, based on 3.5% of the gross proceeds of the Initial Public Offering[59]. - The underwriter received a cash underwriting discount of $0.20 per Unit, totaling $1,725,000 upon the closing of the Initial Public Offering[118]. Other Financial Information - The Company incurred $30,000 in administrative service fees for the three months ended March 31, 2023[53]. - Cash used in operating activities for the three months ended March 31, 2023, was $348,085, resulting in a decrease in cash[96]. - The Company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2023[97][99]. - The Company issued an unsecured promissory note to the Sponsor for up to $150,000, with no borrowings outstanding as of March 31, 2023[54]. - The company is authorized to issue 200,000,000 shares of common stock, with 2,280,500 shares issued and outstanding as of March 31, 2023[65]. - The holders of the Founder Shares and other securities are entitled to registration rights, allowing them to demand registration for resale[56].
Alphavest Acquisition Corp(ATMVU) - 2022 Q4 - Annual Report
2023-03-31 20:31
IPO and Financial Overview - AlphaVest Acquisition Corp completed its Initial Public Offering (IPO) on December 22, 2022, raising gross proceeds of $60 million from the sale of 6,000,000 units at $10.00 per unit[18]. - An additional 900,000 units were sold due to the underwriters' over-allotment option, generating an extra $9 million in gross proceeds[18]. - The total amount deposited into a U.S.-based trust account was $70,380,000, with $550,000 allocated for fees and expenses related to the IPO[20]. - As of December 31, 2022, the company had working capital of $483,935, raising substantial doubt about its ability to continue as a going concern[66]. - Only $650,000 is initially available outside the trust account to fund working capital requirements, with offering expenses estimated at $550,000[119]. - The company has no operating history or revenues, making it difficult to evaluate its ability to achieve its business objectives[65]. - The company has no current operations and has generated no revenues until the completion of its initial business combination[54]. Business Combination Plans - The company intends to complete its initial business combination within 12 months of the IPO, with a possible extension of up to 18 months[32]. - The target businesses for acquisition must have an aggregate fair market value of at least 80% of the assets held in the trust account at the time of the agreement[33]. - The company plans to leverage its management team's experience in mergers and acquisitions to identify attractive acquisition opportunities[22]. - The company has identified criteria for potential acquisitions, including strong management teams and the potential for significant revenue and earnings growth[26][28]. - The company may issue additional common stock or preference shares to complete its initial business combination, which could dilute shareholder interests[58]. - The company must maintain net tangible assets of at least $5,000,001 to proceed with a business combination, which could be affected by redemption requests[75]. - The company may not hold a shareholder vote for its initial business combination, which could lead to completion without majority public shareholder support[67]. - If public shareholders exercise redemption rights, it may hinder the company's ability to complete a desirable business combination[76]. - The company has a maximum of 12 months from the closing of its Initial Public Offering (IPO) to complete an initial business combination, with the possibility of extending this period up to 18 months through two three-month extensions, contingent upon a deposit of $690,000 for each extension[90]. Competition and Market Conditions - The company is subject to intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[41]. - Increased competition from other special purpose acquisition companies may make attractive targets scarcer and drive up costs for business combinations[84]. - The company may face challenges in negotiating with potential target businesses due to the time constraints imposed by the 12 to 18-month deadline, which could affect the terms of any business combination[92]. - The company’s ability to complete the initial business combination may be negatively impacted by general market conditions and volatility in capital and debt markets[95]. Regulatory and Operational Risks - The company may face additional risks if it pursues a business combination with a target company operating in China, including regulatory and enforcement risks[55]. - The Cybersecurity Administration of China may impose restrictions that could deter internet and technology companies from listing on U.S. exchanges[62]. - The company may face challenges in completing initial business combinations with U.S. target companies due to foreign investment regulations and CFIUS review[162]. - If the business combination falls under CFIUS jurisdiction, mandatory filings may be required, which could delay or block the transaction[163]. - The company may incur significant costs in pursuit of acquisition plans, which could impact its financial condition[66]. - The company is required to cease all operations except for winding up if it does not complete the initial business combination within the designated timeframe, which may lead to liquidation and potential losses for public shareholders[95]. Shareholder Considerations - The company’s public shareholders may not receive any funds from the trust account unless the initial business combination is completed or the company is unable to complete it within the specified timeframe[107]. - Public shareholders may receive approximately $10.20 per share upon redemption, or less in certain circumstances, if the initial business combination is not completed[112]. - If the trust account proceeds are reduced below $10.20 per share, public shareholders may receive less upon liquidation[127]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a substantial majority of shareholders disagree[121]. - The company may face intense competition from well-established entities for business combination opportunities, limiting its ability to acquire sizable target businesses[113]. Management and Governance - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing it to take advantage of reduced disclosure obligations[48][51]. - The company has no full-time employees and relies on its two officers to manage operations until the initial business combination is completed[43]. - The company may face conflicts of interest due to its officers and directors being affiliated with other entities engaged in similar business activities[200]. - The company’s management team’s ability to successfully complete a business combination is crucial, and the loss of key personnel could negatively impact operations and profitability[192]. - The company’s initial shareholders may have competitive interests that conflict with the company's interests in identifying and selecting target business combinations[203]. Acquisition Strategy and Challenges - The management team aims to focus on acquiring businesses in Asia with strong management teams and significant growth potential[23][24]. - The company may pursue acquisition opportunities with early-stage or financially unstable businesses, which could lead to volatile revenues or earnings[142]. - The company has not yet selected or approached any specific target business for a business combination, making it difficult to evaluate potential risks and merits[136]. - Past performance of the management team is not indicative of future performance, and there is no guarantee of success in locating a suitable candidate for the business combination[137]. - The company may incur unrecoverable costs if it decides not to complete a specific initial business combination, adversely affecting future acquisition attempts[147]. - The major shareholder's non-U.S. status and the ties of the majority of officers and directors to China may limit the pool of potential acquisition candidates outside of China[159]. - The company may face challenges in completing simultaneous business combinations, which could increase costs and operational risks[149]. - There is no requirement to obtain an independent valuation opinion for the target business, which may lead to reliance on the judgment of the board of directors regarding fair market value[144].