10-Q: AlphaVest Acquisition Corp Reports Net Income of $1.23 Million for Nine Months Ended September 30, 2024, Amidst Business Combination Efforts
Quarterly Report
AlphaVest Acquisition Corp reported a net income of $1.23 million for the nine months ended September 30, 2024, while navigating ongoing efforts to secure a business combination.
Summary
- AlphaVest Acquisition Corp, a special purpose acquisition company, reported a net income of $1.23 million for the nine months ended September 30, 2024.
- This net income is primarily due to interest income on investments held in a trust account, totaling $1.89 million, offset by formation and operating costs of $566,903 and an unrealized loss on investments of $92,316.
- The company's cash balance stood at $7,095, with a working capital deficit of $1,276,719 as of September 30, 2024.
- The company has been actively seeking a business combination, having terminated a previous agreement with Wanshun Technology Industrial Group Limited and entered into a new agreement with AMC Corporation.
- The company has extended its deadline to complete a business combination multiple times, with the current deadline being December 22, 2024.
- To fund these extensions and operations, the company has issued promissory notes to related parties and a potential target, totaling $1,305,213 in liabilities.
- The company is facing challenges related to its listing on the Nasdaq Global Market due to not meeting the minimum public holder requirements and has submitted a plan to transfer to the Nasdaq Capital Market.
- There is substantial doubt about the company's ability to continue as a going concern within one year due to its working capital deficit and the need to complete a business combination.
Sentiment
Score: 3
Explanation: The document reveals significant financial challenges, including a substantial working capital deficit, non-compliance with Nasdaq listing rules, and reliance on promissory notes, which raises concerns about the company's ability to continue as a going concern. The sentiment is negative due to these risks and uncertainties.
Positives
- The company generated a net income of $1.23 million for the nine months ended September 30, 2024, primarily from interest income on its trust account.
- The trust account holds a substantial amount of $53.01 million in marketable securities, providing a base for a potential business combination.
- The company has secured extensions to its business combination deadline, allowing more time to find a suitable target.
Negatives
- The company has a significant working capital deficit of $1,276,719 as of September 30, 2024.
- The company is not in compliance with Nasdaq's minimum public holder rule, potentially leading to delisting from the Nasdaq Global Market.
- The company has incurred substantial liabilities through promissory notes to related parties and a potential target.
- There is substantial doubt about the company's ability to continue as a going concern within one year.
Risks
- The company's ability to complete a business combination by the extended deadline of December 22, 2024, is uncertain.
- The company's working capital deficit and reliance on promissory notes raise concerns about its financial stability.
- The company's non-compliance with Nasdaq's minimum public holder rule could lead to delisting.
- The company's ability to secure additional funding for operations and a business combination is not guaranteed.
- The company's financial statements do not include any adjustments that might result from the outcome of the uncertainty of the company's ability to continue as a going concern.
Future Outlook
The company is focused on completing a business combination by the extended deadline of December 22, 2024, while also addressing its non-compliance with Nasdaq listing rules and managing its working capital deficit. The company may need to obtain additional financing to complete the business combination.
Management Comments
- Management believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of the initial Business Combination or one year from the issuance date of this financial statements.
- Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Companys financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.
Industry Context
This announcement is typical for a special purpose acquisition company (SPAC) that is nearing its deadline to complete a business combination. The company's challenges with Nasdaq listing compliance and working capital are not uncommon in the SPAC landscape, where many companies face similar pressures to find a suitable target and secure funding.
Comparison to Industry Standards
- The company's financial performance is largely driven by interest income from its trust account, which is standard for SPACs before a business combination.
- The working capital deficit is a concern, as many SPACs aim to maintain sufficient funds for operations and due diligence.
- The company's non-compliance with Nasdaq's minimum public holder rule is a significant issue, as many SPACs struggle to maintain listing requirements.
- The reliance on promissory notes for funding is a common practice for SPACs nearing their deadline, but it also indicates financial strain.
- Compared to other SPACs, AlphaVest's situation is not unique, but the combination of a working capital deficit, Nasdaq compliance issues, and reliance on promissory notes suggests a higher level of risk.
Related Party Transactions
- The company has entered into several related party transactions, including promissory notes with AlphaVest Holding LP and TenX Global Capital LP.
- The company pays TenX Global Capital LP $10,000 per month for office space, utilities, and administrative support.
- The company has paid TenX Global Capital LP for website services.
Stakeholder Impact
- Shareholders face the risk of losing their investment if the company fails to complete a business combination.
- Employees may be impacted by the uncertainty surrounding the company's future.
- Customers and suppliers of the potential target company may be affected by the outcome of the business combination.
- Creditors of the company face the risk of non-payment if the company is unable to continue as a going concern.
Next Steps
- The company needs to complete a business combination by December 22, 2024.
- The company needs to regain compliance with Nasdaq listing rules or transfer to the Nasdaq Capital Market.
- The company needs to manage its working capital deficit and secure additional funding if necessary.
Key Dates
| Date | Description |
|---|---|
| 2022-01-14 | AlphaVest Acquisition Corp was incorporated in the Cayman Islands. |
| 2022-02-07 | Sponsor received 1,725,000 ordinary shares for $25,000. |
| 2022-06-03 | Company issued an unsecured promissory note to the Sponsor for up to $150,000. |
| 2022-07-11 | EBC received 125,000 ordinary shares for $1,750. |
| 2022-09-15 | Amendment to the engagement letter with EBC. |
| 2022-12-19 | Registration statement for the company's IPO was declared effective. |
| 2022-12-22 | Company consummated its IPO and private placement. |
| 2022-12-29 | EBC fully exercised their over-allotment option. |
| 2023-04-18 | AlphaVest Holding LP transferred 1,035,000 founder shares to Peace Capital Limited. |
| 2023-08-11 | Company entered into a business combination agreement with Wanshun Technology Industrial Group Limited. |
| 2023-12-21 | Shareholders approved an extension to the business combination deadline and the company issued a promissory note to Alphavest Holding LP for $165,000. |
| 2024-03-18 | Company terminated the business combination agreement with Wanshun. |
| 2024-03-12 | Company issued a promissory note to TenX Global Capital LP for up to $400,000. |
| 2024-04-11 | Promissory note with AlphaVest Holding LP was amended and restated. |
| 2024-04-15 | The Extension Note was amended and restated to increase the principal amount to $715,000. |
| 2024-05-02 | Company issued promissory notes to a potential target for $440,000 and $126,000. |
| 2024-08-16 | Company entered into a business combination agreement with AMC Corporation. |
| 2024-09-13 | Company received a notice from Nasdaq for not complying with the minimum public holders rule. |
| 2024-09-30 | End of the reporting period for the quarterly report. |
| 2024-10-11 | Company issued a promissory note to AMC for up to $100,000. |
| 2024-10-21 | Promissory Note with AlphaVest Holding LP was amended and restated. |
| 2024-10-25 | The Extension Note with AlphaVest Holding LP was amended and restated. |
| 2024-10-28 | Company submitted a plan to transfer the listing to the Nasdaq Capital Market. |
| 2024-11-19 | Date of the quarterly report. |
| 2024-12-22 | Extended deadline to complete a business combination. |
Keywords
SPAC, Business Combination, Acquisition, Merger, Trust Account, Promissory Notes, Nasdaq, Working Capital, Going Concern, Redemption
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