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].
Alphavest Acquisition Corp(ATMVU) - 2022 Q4 - Annual Report