Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-41574

ALPHAVEST ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

420 Lexington Ave, Suite 2446

New York, NY 10170

(Address of principal executive offices and zip code)

203-998-5540

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Units, each consisting of one share of common stock and one right	ATMVU	The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share	ATMV	The Nasdaq Stock Market LLC
Rights, each right entitling the holder thereof to one-tenth of one share of common stock	ATMVR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 11, 2023, there were 9,180,500 shares of common stock, par value $0.0001 issued and outstanding.

ALPHAVEST ACQUISITION CORP

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	1
	Statements of Operations for the six months ended June 30, 2023 (Unaudited) and for the period from January 14, 2022 (Inception) through June 30, 2022 (Unaudited)	2
	Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2023 (Unaudited) and for the period from January 14, 2022 (Inception) through June 30, 2022 (Unaudited)	3
	Statements of Cash Flows for the six months ended June 30, 2023 (Unaudited) and for the period from January 14, 2022 (Inception) through June 30, 2022 (Unaudited)	4
	Notes to Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	19
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ALPHAVEST ACQUISITION CORP

BALANCE SHEETS

	June 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
Current assets:
Cash	$	220,799	$	659,035
Prepaid expenses		34,190		82,771
Total current assets		254,989		741,806
Prepaid expenses – Non-current		32,380		32,380
Marketable securities held in trust account		72,055,901		70,418,228
Total Assets	$	72,343,270	$	71,192,414

LIABILITIES, REDEEMABLE COMMON STOCK, AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable and accrued offering costs and expenses	$	49,436	$	248,034
Due to related party		9,837		9,837
Total Current Liabilities		59,273		257,871

Commitments and contingencies		-		-

Common stock subject to possible redemption (6,900,000 shares at $10.44 and $10.20 per share as of June 30, 2023 and December 31, 2022)		72,055,901		70,380,000

Shareholders’ Equity:
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding		-		-
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,280,500 shares issued and outstanding		228		228
Additional paid-in capital		-		596,893
Retained earnings (Accumulated deficit)		227,868		(42,578	)
Total Shareholders’ Equity		228,096		554,543
Total Liabilities, Redeemable Common Stock, and Shareholders’ Equity	$	72,343,270	$	71,192,414

The accompanying notes are an integral part of these financial statements.

ALPHAVEST ACQUISITION CORP

STATEMENTS OF OPERATIONS

(UNAUDITED)

	2023			2022
	Three Months Ended June 30,					For the Six Months Ended June 30, 2023			For the Period from January 14, 2022 (Inception) Through June 30, 2022
	2023			2022
Formation and operating costs	$	130,187		$	-	$	288,373		$	3,749
Loss from operations		(130,187	)		-		(288,373	)		(3,749	)


Other Income:
Interest income on investments held in trust account		834,681			-		1,637,673			-
Bank interest income		61			-		154			-
Total other income		834,743			-		1,637,827			-

Net income (loss)	$	704,556		$	-	$	1,349,454		$	(3,749	)

Weighted average common stock outstanding, common stock subject to possible redemption		2,576,817			-		2,576,817			-
Basic and diluted net income per share, common stock subject to redemption	$	0.30		$	-	$	0.58		$	-
Basic net income per share, common stock subject to redemption	$	0.30		$	-	$	0.58		$	-
Weighted average common stock outstanding, common stock, non-redeemable ⁽¹⁾		2,010,986			1,500,000		2,010,986			1,500,000
Weighted average common stock outstanding, common stock, non-redeemable		2,010,986			1,500,000		2,010,986			1,500,000
Basic and diluted net loss per share, common stock, non-redeemable	$	(0.03	)	$	-	$	(0.07	)	$	(0.002	)
Basic net loss per share, common stock, non-redeemable	$	(0.03	)	$	-	$	(0.07	)	$	(0.002	)

(1)	Excluded an aggregate of 225,000 shares subject to forfeiture at June 30, 2022 (see Note 5).

The accompanying notes are an integral part of these financial statements.

ALPHAVEST ACQUISITION CORP

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023


	Common Stock		Amount		Additional paid-in capital			Retained Earnings (Accumulated deficit)			Total shareholders’ equity
Balance as of January 1, 2023		2,280,500	$	228	$	596,893		$	(42,578	)	$	554,543
Balance		2,280,500	$	228	$	596,893		$	(42,578	)	$	554,543

Accretion for common stock subject to redemption amount		-		-		(596,893	)		(244,326	)		(841,220	)
Net income		-		-		-			644,898			644,898

Balance as of March 31, 2023		2,280,500	$	228	$	-		$	357,993		$	358,221
Balance		2,280,500	$	228	$	-		$	357,993		$	358,221
Accretion for common stock subject to redemption amount		-		-		-			(834,681	)		(834,681	)
Net Income		-		-		-			704,556			704,556
Balance as of June 30, 2023		2,280,500	$	228	$	-		$	227,868		$	228,096
Balance		2,280,500	$	228	$	-		$	227,868		$	228,096

FOR THE PERIOD FROM JANUARY 14, 2022 (INCEPTION) THROUGH JUNE 30, 2022

	Common Stock		Amount		Additional paid-in capital		Accumulated deficit			Total shareholders’ equity
Balance as of January 14, 2022 (inception)		-	$	-	$	-	$	-		$	-
Balance		-	$	-	$	-	$	-		$	-
Common stock issued to Sponsor⁽¹⁾		1,725,000		173		24,827		-			25,000

Net loss		-		-		-		(3,749	)		(3,749	)
Net income (loss)		-		-		-		(3,749	)		(3,749	)
Balance as of March 31, 2022		1,725,000	$	173	$	24,827	$	(3,749	)	$	21,251
Balance		1,725,000	$	173	$	24,827	$	(3,749	)	$	21,251

Balance as of June 30 ,2022		1,725,000	$	173	$	24,827	$	(3,749	)	$	21,251
Balance		1,725,000	$	173	$	24,827	$	(3,749	)	$	21,251

⁽¹⁾	Included an aggregate of 225,000 shares subject to forfeiture at June 30, 2022 (see Note 5).

The accompanying notes are an integral part of these financial statements.

ALPHAVEST ACQUISITION CORP

STATEMENT OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended June 30, 2023			For the Period from January 14, 2022 (inception) through June 30, 2022
Cash flows from operating activities:
Net income (loss)	$	1,349,454			(3,749	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Prepaid expense		48,582			-
Deferred offering costs		-			(220,695	)
Accounts payable and accrued offering costs and expenses		(198,599	)		66,695
Due to related party		-			157,749
Trust investment income		(1,637,673	)		-
Net cash used in operating activities		(438,236	)		-

Net change in cash		(438,236	)		-
Cash at beginning of period		659,035			-
Cash at end of period	$	220,799			-

Supplemental disclosure of noncash investing and financing activities
Accretion for common stock subject to redemption amount	$	1,675,901		$	-
Deferred offering costs paid by Sponsor in exchange for issuance of common stock	$	-		$	25,000

The accompanying notes are an integral part of these financial statements.

ALPHAVEST ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

AlphaVest Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on January 14, 2022. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2023, the Company had not commenced any operations. All activity for the period from January 14, 2022 (inception) through June 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on December 19, 2022. On December 22, 2022, the Company consummated the Initial Public Offering of 6,000,000 units, (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $60,000,000, which is described in Note 3, and the sale of 390,000 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in private placements to AlphaVest Holding LP (the “Sponsor”) that was closed simultaneously with the Initial Public Offering.

Following the closing of the Initial Public Offering on December 22, 2022, an amount of $61,200,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement (as defined in Note 4) was placed in the Trust Account. The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below.

On December 29, 2022, our Underwriter fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an aggregate amount of $9,000,000. In connection with the underwriter’s full exercise of their over-allotment option, the Company also consummated the sale of an additional 40,500 Private Units at $10.00 per Private Unit, generating total proceeds of $405,000.

As of June 30, 2023, transaction costs related to the issuances described above amounted to $3,734,629 consisting of $1,725,000 of underwriting fees, $629,929 of other offering costs, and $1,425,000 to trust account. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion of the Initial Public Offering.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering, management has agreed that $10.20 per Unit sold in the Proposed Public Offering, including proceeds of the sale of the Private Placement Units, will be held in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., rights), the initial carrying value of common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected the immediate fair value recognition method. The accretion will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.

The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) 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 and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.

The Company will have until 12 months (or 18 months if the Company extends the period) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Management’s Plan

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain operations for a period of at least one-year from the issuance date of this financial statement. However, management has determined that the combination period is less than one year from the date of the issuance of the financial statements. There is no assurance that the Company’s plans to consummate a business combination will be successful within the combination period. As a result, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or are available to be issued. The financial statements does not include any adjustments that might result from the outcome of the uncertainty.

Risks and Uncertainties

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 Company’s 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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At June 30, 2023 and December 31, 2022, the Company had a cash balance of $220,799 and $659,035, respectively.

Marketable securities Held in Trust Account

At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income on investments held in trust account in the accompanying statement of operations. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, unless and until the Company complete our initial business combination, no proceeds held in the trust account will be available for our use, and interest income on investments will be reinvested in U.S. government securities.

Income earned on these investments will be fully reinvested into the investments held in Trust Account and therefore considered as an adjustment to reconcile net income (loss) to net cash used in operating activities in the statements of cash flows. Such income reinvested will be used to redeem all or a portion of the ordinary shares upon the completion of business combination.

At June 30, 2023, the Company had $72,055,901 in investments held in the Trust Account, including interest income of $834,681 for the three months ended June 30, 2023 which will fully be reinvested in U.S. Treasury securities.

Offering Costs associated with a Public Offering

The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs of $3,734,630 were charged to additional paid-in capital upon completion of the Initial Public Offering.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2023 and December 31, 2022, the common stock subject to possible redemption in the amount of $72,055,901 and $70,380,000, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

At June 30, 2023 and December 31, 2022, the common stock reflected in the balance sheets are reconciled in the following table:


Initial Public Offering, including over-allotment	$	69,000,000
Private Placement		4,305,000
Total		73,305,000

Cash to the operating account		657,285
Underwriting expenses		1,725,000
Other offering expenses		263,675
Amount held back for Sponsor portion of risk capital in event of full exercise of the over-allotment		279,040
Total		2,925,000

Balance, December 31, 2022	$	70,380,000

Accretion for common stock subject to redemption amount		841,220
Balance, March 31, 2023	$	71,221,220

Accretion for common stock subject to redemption amount		834,681
Balance, June 30, 2023	$	72,055,901

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”),” which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company on January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 6,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of one Common Stock upon the consummation of the Company’s initial business combination one right (“Public Right”). Ten Public Rights will entitle the holder to one share of common stock (see Note 7). We will not issue fractional shares and only whole shares will trade, so unless you purchase units in multiple of tens, you will not be able to receive or trade the fractional shares underlying the rights. On December 29, 2022, our Underwriter fully exercised their over-allotment option, resulting in an additional 900,000 Units issued for an aggregate amount of $9,000,000.

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 390,000 Private Placement Units. Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of one share of Common Stock upon the consummation of the Company’s initial business combination (“Private Right”). The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units (including the underlying securities) will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions.

In connection with the underwriter’s full exercise of their over-allotment option, the Company also consummated the sale of an additional 40,500 Private Units at $10.00 per Private Unit, generating total proceeds of $405,000.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On February 7, 2022, the sponsor received 1,725,000 of the Company’s common stock in exchange for $25,000 paid for deferred offering costs borne by the founder. Up to 225,000 of such founder shares are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full. As a result of the underwriters’ election to fully exercise their over-allotment option on December 29, 2022, no founder shares are currently subject to forfeiture.

On April 18, 2023, AlphaVest Holding LP, one of our sponsors, transferred an aggregate of 1,035,000 founder shares to Peace Capital Limited, our other sponsor.

The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination and (B) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their common stock for cash, securities or other property.

Administrative Services Agreement

Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay TenX Global Capital LP a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended June 30, 2023, the Company incurred $30,000 in fees for these services. For the period from January 14, 2022 (inception) through June 30, 2022, the Company did not incur any fees for these services.

Promissory Note — Related Party

On June 3, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $150,000 to cover expenses related to the Initial Public Offering. As of June 30, 2023, there were no borrowings outstanding under the Promissory Note and the Promissory Note then expired.

Website Service

On February 22, 2023 the Company has agreed to pay TenX Global Capital LP a total of $784 for annual website service. For the three months ended June 30, 2023, the Company incurred $943 in fees for these services. For the period from January 14, 2022 (inception) through June 30, 2022, the Company did not incur any fees for these services.

NOTE 6. COMMITMENTS & CONTINGENCIES

Registration Rights

The holders of the Founder Shares, common stock issued to EBC, Private Placement Units and Units that may be issued upon conversion of Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of Proposed Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company and EBC signed an engagement letter which was amended on September 15, 2022, pursuant to which, the Company will grant the underwriters a 45-day option from the date of Proposed Public Offering to purchase up to 900,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions. As of June 30, 2023, the underwriter has fully exercised the over-allotment.

The underwriters are entitled to a cash underwriting discount of $0.25 per Unit, or $1,725,000 in the aggregate, payable upon the closing of the Proposed Public Offering.

Business Combination Marketing Agreement

The Company has engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of its initial business combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, or $2,415,000 in aggregate. In addition, the Company will pay EBC a cash fee in an amount equal to 1.0% of the total consideration payable in the initial Business Combination if it introduces the Company to the target business with whom it completes an initial Business Combination; provided that the foregoing fee will not be paid prior to the date that is 60 days from the effective date of the Proposed Public Offering, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with the Proposed Public Offering pursuant to FINRA Rule 5110.

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 2,000,000 shares of preferred shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2023, there were no shares of preferred shares issued or outstanding.

Common Stock — The Company is authorized to issue 200,000,000 common stock with a par value of $0.0001 per share Holders of common stock are entitled to one vote for each share.

On February 7, 2022, the Sponsor received 1,725,000 shares of the Company’s common stock in exchange for $25,000 paid for deferred offering costs borne by the Founder. Out of the 1,725,000 shares of common stock, an aggregate of up to 225,000 shares of common stock were subject to forfeiture to the extent that the over-allotment option is not exercised in full or in part so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding common stock after the Proposed Public Offering (excluding Private Shares)

On July 11, 2022, EBC received an aggregate of 125,000 shares of common stock (“EBC Founder Shares”) for an aggregate purchase price of $1,750, or approximately $0.014 per share. The Company estimated the fair value of the EBC founder shares to be $1,812 based upon the price of the founder shares issued to the Sponsor. The holders of the EBC founder shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

On December 22, 2022, the Sponsor and EBC received an aggregate of 390,000 private units (365,000 private units purchased by the Sponsor and 25,000 private units purchased by EBC) at a price of $10.00 per unit for a total purchase price of $3,900,000 in a private placement.

On December 29, 2022, as a result of the underwriters’ election to fully exercise their over-allotment option, the Sponsor and EBC received additional 40,500 private units on a pro rata basis (37,904 private units purchased by the Sponsor and 2,596 private units purchased by EBC) at a price of $10.00 per unit.

As of June 30, 2023, there were 2,280,500 shares of common stock issued and outstanding, excluding 6,900,000 of common stock subject to possible redemption which are presented as temporary equity.

Rights — Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one share of common stock underlying each right upon consummation of the Business Combination. If the Company is unable to complete a Business Combination within the required time period and the Company redeems the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

NOTE 8. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its securities in the Trust Account that are invested in funds, such as Mutual Funds or Money Market Funds, that primarily invest in U.S. Treasury and equivalent securities as Trading Securities in accordance with ASC Topic 320 “Investments - Debt and Equity Securities. Trading Securities are recorded at fair market value on the accompanying balance sheet.

At June 30, 2023, assets held in the Trust Account were comprised of $72,055,901 in a mutual fund that is invested primarily in U.S. Treasury Securities. Through June 30, 2023, the Company did not withdraw any of the interest earned on the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	Trading Securities	Level		Fair Value
June 30, 2023	Marketable securities held in the Trust Account		1	$	72,055,901

December 31, 2022	Marketable securities held in the Trust Account		1	$	70,418,228

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to AlphaVest Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to AlphaVest Holding, LP. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We were incorporated in the Cayman Islands on January 14, 2022 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Results of Operations and Known Trends or Future Events

We have not generated any revenues to date, and we will not be generating any operating revenues until the closing and completion of our initial Business Combination. Our entire activity up to June 30, 2023 has been related to our formation, the Initial Public Offering and, since the closing of the Initial Public Offering, and a search for a Business Combination target. We have, and expect to continue to generate income in the form of interest income and unrealized gains on investments held in the Trust Account. We expect to continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with the search for a Business Combination target.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the IPO. Following the IPO, we will not generate any operating revenues until after completion of our initial business combination. We will generate income in the form of interest income on cash and cash equivalents after the IPO. After the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates. We expect our expenses to increase substantially after the closing of the IPO.

For the three months ended June 30, 2023, we had a net income of $704,556, which consists of interest earned on marketable securities held in Trust Account and bank interest income of $834,743, offset by formation and operating costs of $130,187.

For the six months ended June 30, 2023, we had a net income of $1,349,454, which consists of interest earned on marketable securities held in Trust Account and bank interest income of $1,637,827, offset by formation and operating costs of $288,373.

Liquidity, Capital Resources, and Going Concern

On December 22, 2022, we consummated the Initial Public Offering of 6,000,000 Units and, with respect to the shares of common stock included in the Units sold, the Public Shares at $10.00 per Unit, generating gross proceeds of $60,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 390,000 Private Units at a price of $10.00 per Private Unit in a private placement to the Sponsor and EBC (365,000 private units to Sponsor and 25,000 private units to EBC), generating gross proceeds of $3,900,000.

Following the full exercise of over-allotment option, and the sale of the Private Units, an amount of $70,380,000 ($10.20 per Unit) was placed in the trust account. The funds held in the trust account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the us, until the earlier of: (i) the completion of a business combination or (ii) the distribution of the trust account.

For the six months ended June 30, 2023, cash used in operating activities was $438,236. Net income of $1,349,454 was affected by interest earned on marketable securities held in the Trust Account of $1,637,673, changes in accounts payable and accrued offering costs and expenses of $198,599 and changes in prepaid expenses of $48,582 provided to operating activities.

For the period from January 14, 2022 (inception) through June 30, 2022, cash used in operating activities was $0. Net loss of $3,749 was affected by deferred offering costs of $220,695 and due to related party of $224,444 provided to operating activities.

As of June 30, 2023, we had marketable securities held in the Trust Account of $72,055,901 (including $834,681 of interest income for the three months ended June 30, 2023) consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through June 30, 2023, we have not withdrawn any interest earned from the Trust Account.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2023, we had cash of $220,799. We intend to use these funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Other than as described above, the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

We do not believe we will need to raise additional funds following the IPO in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we are targeting businesses larger than we could acquire with the net proceeds of the IPO and the sale of the Private Units, and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

There is no assurance that our plans to consummate a business combination will be successful within the combination period. As a result, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or are available to be issued.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain operations for a period of at least one-year from the issuance date of this financial statement. However, management has determined that the combination period is less than one year from the date of the issuance of the financial statements. There is no assurance that the Company’s plans to consummate a business combination will be successful within the combination period. As a result, there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued or are available to be issued. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

The change in cash for the six months ended June 30, 2023 was a decrease of $438,236 and was comprised of cash used in operating activities of $438,236.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than an agreement to pay TenX Global Capital LP a total of $10,000 per month for office space, utilities and secretarial and administrative support. The arrangement will terminate upon the earlier of the Company’s consummation of a Business Combination or its liquidation.

EBC will be entitled to a cash underwriting discount of $0.35 per Unit, or $2,415,000 in the aggregate, payable upon the consummation of the Company’s initial business combination. In addition, the Company will pay EBC a cash fee in an amount equal to 1.0% of the total consideration payable in the initial Business Combination if it introduces the Company to the target business with whom it completes an initial Business Combination; provided that the foregoing fee will not be paid prior to the date that is 60 days from the effective date of the Proposed Public Offering, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with the Proposed Public Offering pursuant to FINRA Rule 5110.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Common Stock Subject to Possible Redemption

We account for our common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our balance sheet.

Net Income (Loss) per Common Share

We comply with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, we first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to our public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, we split the amount to be allocated using a ratio of 56% for the Public Shares and 44% for the non-redeemable shares for the period from January 14, 2022 (inception) through June 30, 2023, reflective of the respective participation rights.

As of June 30, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective due solely to the material weakness in our internal control over financial reporting related to the accretion adjustment. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with US GAAP. Accordingly, management believes that the financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, result of operations and cash flows for the periods presented.

Management’s Report on Internal Controls Over Financial Reporting

This Quarterly Report on Form 10-Q does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than as described herein. Management has identified a material weakness in internal controls related to the accretion adjustment as described above. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in (i) our final prospectus for our Initial Public Offering filed with the SEC on May 10, 2022, and (ii) our annual report on Form 10-K filed with the SEC on March 31, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in (i) our final prospectus for our Initial Public Offering filed with the SEC on May 10, 2022 or (ii) our annual report on Form 10-K filed with the SEC on March 31, 2023, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

On February 7, 2022, our sponsor acquired 1,725,000 founder shares for an aggregate purchase price of $25,000. We also issued an aggregate of 125,000 EBC founder shares to EBC on July 11, 2022 for an aggregate purchase price of $1,750.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreement, the Company completed the private sale of 365,000 units (the “Private Placement Units”) to the Sponsor and 25,000 Private Placement Units to EBC at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,900,000. The Private Placement Units are identical to the Units sold in the IPO. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. On December 29, 2022, simultaneously with the sale of the over-allotment Units, the Company consummated the private sale of an additional 37,904 Private Placement Units to the Sponsor and 2,596 Private Placements to EBC, generating additional gross proceeds of $405,000.

Use of Proceeds

On December 22, 2022, the Company consummated the initial public offering of 6,000,000 Units (the “Units” and, with respect to the Common stock included in the Units sold, the “Public Shares”), including 900,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full on December 29, 2022, at $10.00 per Unit, generating gross proceeds of $73,305,000.

Simultaneously with the closing of the initial public offering, we consummated the sale of 365,000 Private Placement Units to the Sponsor and 25,000 Private Placement Units to EBC at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,900,000. On December 29, 2022, simultaneously with the sale of the over-allotment Units, the Company consummated the private sale of an additional 37,904 Private Placement Units to the Sponsor and 2,596 Private Placements to EBC, generating additional gross proceeds of $405,000.

The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $1,725,000 in the aggregate upon the closing of the Initial Public Offering.

On June 3, 2022, we issued an unsecured promissory note to our Sponsor (the “Promissory Note”), pursuant to which we received proceeds of $150,000 to cover expenses related to the initial public offering. As of June 30, 2023, there were no borrowings outstanding under the Promissory Note and the Promissory Note then expired.

Transaction costs related to the issuances described above amounted to $3,734,629 consisting of $1,725,000 of underwriting fees, $629,929 of other offering costs, and $1,425,000 to trust account. After deducting the underwriting discounts and commissions and offering expenses, the total net proceeds from the initial public offering and the sale of the Private Placement Units $71,030,000 (or $10.20 per share sold in the initial public offering) was placed in the Trust Account.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

**These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ALPHAVEST ACQUISITION CORP

By:	/s/ Yong (David) Yan
Name:	Yong (David) Yan
Title:	Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Quarterly Report has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Position	Date

/s/Yong (David) Yan	Principal Executive Officer and Director	August 11, 2023
Yong (David Yan)	(Principal Executive Officer)

/s/ Song (Steve) Jing	Principal Financial Officer	August 11, 2023
Song (Steve) Jing	(Principal Financial Officer and Principal Accounting Officer)

/s/ Pengfei Zheng	Chairman	August 11, 2023
Pengfei Zheng

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Yong (David) Yan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AlphaVest Acquisition Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2023
	By:	/s/ Yong (David) Yan
		Yong (David) Yan
		Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Song (Steve) Jing, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AlphaVest Acquisition Corp;

b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2023
	By:	/s/ Song (Steve) Jing
		Song (Steve) Jing
		Principal Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AlphaVest Acquisition Corp (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Yong (David) Yan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: August 11, 2023
	By:	/s/ Yong (David) Yan
		Yong (David) Yan
		Principal Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AlphaVest Acquisition Corp (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Song (Steve) Jing, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

Date: August 11, 2023
	By:	/s/ Song (Steve) Jing
		Song (Steve) Jing
		Chief Financial Officer

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 11, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41574
Entity Registrant Name	ALPHAVEST ACQUISITION CORP
Entity Central Index Key	0001937891
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	420 Lexington Ave
Entity Address, Address Line Two	Suite 2446
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10170
City Area Code	203
Local Phone Number	998-5540
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		9,180,500
Units, each consisting of one share of common stock and one right
Title of 12(b) Security	Units, each consisting of one share of common stock and one right
Trading Symbol	ATMVU
Security Exchange Name	NASDAQ
Common stock, par value $0.0001 per share
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	ATMV
Security Exchange Name	NASDAQ
Rights, each right entitling the holder thereof to one-tenth of one share of common stock
Title of 12(b) Security	Rights, each right entitling the holder thereof to one-tenth of one share of common stock
Trading Symbol	ATMVR
Security Exchange Name	NASDAQ

Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 220,799	$ 659,035
Prepaid expenses	34,190	82,771
Total current assets	254,989	741,806
Prepaid expenses – Non-current	32,380	32,380
Marketable securities held in trust account	72,055,901	70,418,228
Total Assets	72,343,270	71,192,414
Current Liabilities:
Accounts Payable and accrued offering costs and expenses	49,436	248,034
Due to related party	9,837	9,837
Total Current Liabilities	59,273	257,871
Commitments and contingencies
Common stock subject to possible redemption (6,900,000 shares at $10.44 and $10.20 per share as of June 30, 2023 and December 31, 2022)	72,055,901	70,380,000
Shareholders’ Equity:
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,280,500 shares issued and outstanding	228	228
Additional paid-in capital		596,893
Retained earnings (Accumulated deficit)	227,868	(42,578)
Total Shareholders’ Equity	228,096	554,543
Total Liabilities, Redeemable Common Stock, and Shareholders’ Equity	$ 72,343,270	$ 71,192,414

Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Temproary equity, redemption shares	6,900,000	6,900,000
Temproary equity, redemption price per share	$ 10.44	$ 10.20
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	2,280,500	2,280,500
Common stock, shares outstanding	2,280,500	2,280,500

Statements of Operations (Unaudited) - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Formation and operating costs

$ 130,187

$ 288,373

$ 3,749

Loss from operations

(130,187)

(288,373)

(3,749)

Other Income:

Interest income on investments held in trust account

834,681

1,637,673

Bank interest income

154

Total other income

834,743

1,637,827

Net income (loss)

$ 704,556

$ 1,349,454

$ (3,749)

Redeemable Common Stock [Member]

Other Income:

Weighted average common stock outstanding, common stock, non-redeemable

2,576,817

Basic net loss per share, common stock, non-redeemable

$ 0.30

$ 0.58

Diluted net loss per share, common stock, non-redeemable

$ 0.30

$ 0.58

Nonredeemable Common Stock [Member]

Other Income:

Weighted average common stock outstanding, common stock, non-redeemable

^[1]

2,010,986

1,500,000

2,010,986

1,500,000

Basic net loss per share, common stock, non-redeemable

$ (0.03)

$ (0.07)

$ (0.002)

Diluted net loss per share, common stock, non-redeemable

$ (0.03)

$ (0.07)

$ (0.002)

[1]	Excluded an aggregate of 225,000 shares subject to forfeiture at June 30, 2022 (see Note 5).

Statements of Operations (Unaudited) (Parenthetical)	6 Months Ended
Statements of Operations (Unaudited) (Parenthetical)	Jun. 30, 2022 shares
Income Statement [Abstract]
Shares subject to forfeiture to underwriters	225,000

Statement of Changes in Shareholders' Equity (Unaudited) - USD ($)

Common Stock [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Total

Balance at Jan. 13, 2022

Balance, shares at Jan. 13, 2022

Net income (loss)

(3,749)

Common stock issued to Sponsor

^[1]

$ 173

24,827

25,000

Common stock issued to sponsor, shares

^[1]

1,725,000

Balance at Mar. 31, 2022

$ 173

24,827

(3,749)

21,251

Balance, shares at Mar. 31, 2022

1,725,000

Balance at Jan. 13, 2022

Balance, shares at Jan. 13, 2022

Net income (loss)

(3,749)

Balance at Jun. 30, 2022

$ 173

24,827

(3,749)

21,251

Balance, shares at Jun. 30, 2022

1,725,000

Balance at Mar. 31, 2022

$ 173

24,827

(3,749)

21,251

Balance, shares at Mar. 31, 2022

1,725,000

Net income (loss)

Balance at Jun. 30, 2022

$ 173

24,827

(3,749)

21,251

Balance, shares at Jun. 30, 2022

1,725,000

Balance at Dec. 31, 2022

$ 228

596,893

(42,578)

554,543

Balance, shares at Dec. 31, 2022

2,280,500

Accretion for common stock subject to redemption amount

(596,893)

(244,326)

(841,220)

Net income (loss)

644,898

Balance at Mar. 31, 2023

$ 228

357,993

358,221

Balance, shares at Mar. 31, 2023

2,280,500

Balance at Dec. 31, 2022

$ 228

596,893

(42,578)

554,543

Balance, shares at Dec. 31, 2022

2,280,500

Net income (loss)

1,349,454

Balance at Jun. 30, 2023

$ 228

227,868

228,096

Balance, shares at Jun. 30, 2023

2,280,500

Balance at Mar. 31, 2023

$ 228

357,993

358,221

Balance, shares at Mar. 31, 2023

2,280,500

Accretion for common stock subject to redemption amount

(834,681)

Net income (loss)

704,556

Balance at Jun. 30, 2023

$ 228

$ 227,868

$ 228,096

Balance, shares at Jun. 30, 2023

2,280,500

[1]	Included an aggregate of 225,000 shares subject to forfeiture at June 30, 2022 (see Note 5).

Statement of Changes in Shareholders' Equity (Unaudited) (Parenthetical)	6 Months Ended
	Jun. 30, 2022 shares
Statement of Stockholders' Equity [Abstract]
Shares subject to forfeiture to underwriters	225,000

Statement of Cash Flows (Unaudited) - USD ($)	6 Months Ended
Statement of Cash Flows (Unaudited) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ 1,349,454	$ (3,749)
Adjustments to reconcile net loss to net cash provided by operating activities:
Prepaid expense	48,582
Deferred offering costs		(220,695)
Accounts payable and accrued offering costs and expenses	(198,599)	66,695
Due to related party		157,749
Trust investment income	(1,637,673)
Net cash used in operating activities	(438,236)
Net change in cash	(438,236)
Cash at beginning of period	659,035
Cash at end of period	220,799
Supplemental disclosure of noncash investing and financing activities
Accretion for common stock subject to redemption amount	1,675,901
Deferred offering costs paid by Sponsor in exchange for issuance of common stock		$ 25,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

Liquidity and Management’s Plan

Risks and Uncertainties

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable securities Held in Trust Account

Offering Costs associated with a Public Offering

Common Stock Subject to Possible Redemption

At June 30, 2023 and December 31, 2022, the common stock reflected in the balance sheets are reconciled in the following table:


Initial Public Offering, including over-allotment	$	69,000,000
Private Placement		4,305,000
Total		73,305,000

Cash to the operating account		657,285
Underwriting expenses		1,725,000
Other offering expenses		263,675
Amount held back for Sponsor portion of risk capital in event of full exercise of the over-allotment		279,040
Total		2,925,000

Balance, December 31, 2022	$	70,380,000

Accretion for common stock subject to redemption amount		841,220
Balance, March 31, 2023	$	71,221,220

Accretion for common stock subject to redemption amount		834,681
Balance, June 30, 2023	$	72,055,901

Income Taxes

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

6 Months Ended

Jun. 30, 2023

Initial Public Offering

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

PRIVATE PLACEMENT

6 Months Ended

Jun. 30, 2023

Private Placement

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On April 18, 2023, AlphaVest Holding LP, one of our sponsors, transferred an aggregate of 1,035,000 founder shares to Peace Capital Limited, our other sponsor.

Administrative Services Agreement

Promissory Note — Related Party

Website Service

COMMITMENTS & CONTINGENCIES

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS & CONTINGENCIES

NOTE 6. COMMITMENTS & CONTINGENCIES

Registration Rights

Underwriting Agreement

The underwriters are entitled to a cash underwriting discount of $0.25 per Unit, or $1,725,000 in the aggregate, payable upon the closing of the Proposed Public Offering.

Business Combination Marketing Agreement

STOCKHOLDERS’ EQUITY

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 7. STOCKHOLDERS’ EQUITY

Common Stock — The Company is authorized to issue 200,000,000 common stock with a par value of $0.0001 per share Holders of common stock are entitled to one vote for each share.

As of June 30, 2023, there were 2,280,500 shares of common stock issued and outstanding, excluding 6,900,000 of common stock subject to possible redemption which are presented as temporary equity.

FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 8. FAIR VALUE MEASUREMENTS

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

	Trading Securities	Level		Fair Value
June 30, 2023	Marketable securities held in the Trust Account		1	$	72,055,901

December 31, 2022	Marketable securities held in the Trust Account		1	$	70,418,228

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable securities Held in Trust Account

Marketable securities Held in Trust Account

Offering Costs associated with a Public Offering

Offering Costs associated with a Public Offering

Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

At June 30, 2023 and December 31, 2022, the common stock reflected in the balance sheets are reconciled in the following table:


Initial Public Offering, including over-allotment	$	69,000,000
Private Placement		4,305,000
Total		73,305,000

Cash to the operating account		657,285
Underwriting expenses		1,725,000
Other offering expenses		263,675
Amount held back for Sponsor portion of risk capital in event of full exercise of the over-allotment		279,040
Total		2,925,000

Balance, December 31, 2022	$	70,380,000

Accretion for common stock subject to redemption amount		841,220
Balance, March 31, 2023	$	71,221,220

Accretion for common stock subject to redemption amount		834,681
Balance, June 30, 2023	$	72,055,901

Income Taxes

Income Taxes

Recent Accounting Standards

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SCHEDULE OF INITIAL PUBLIC OFFERING PROCEEDS TO COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

At June 30, 2023 and December 31, 2022, the common stock reflected in the balance sheets are reconciled in the following table:


Initial Public Offering, including over-allotment	$	69,000,000
Private Placement		4,305,000
Total		73,305,000

Cash to the operating account		657,285
Underwriting expenses		1,725,000
Other offering expenses		263,675
Amount held back for Sponsor portion of risk capital in event of full exercise of the over-allotment		279,040
Total		2,925,000

Balance, December 31, 2022	$	70,380,000

Accretion for common stock subject to redemption amount		841,220
Balance, March 31, 2023	$	71,221,220

Accretion for common stock subject to redemption amount		834,681
Balance, June 30, 2023	$	72,055,901

FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

	Trading Securities	Level		Fair Value
June 30, 2023	Marketable securities held in the Trust Account		1	$	72,055,901

December 31, 2022	Marketable securities held in the Trust Account		1	$	70,418,228

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($)				6 Months Ended
	Dec. 29, 2022	Dec. 29, 2022	Dec. 22, 2022	Jun. 30, 2023
Subsidiary, Sale of Stock [Line Items]
Investment of cash in trust account			$ 61,200,000
Cash deposited in trust account per unit			$ 10.20
Transaction cost				$ 3,734,629
Underwriting expenses				1,725,000
Offering costs				629,929
Assets held in trust				$ 1,425,000
Condition for future business combination use of proceeds percentage				80.00%
Condition for future business combination threshold percentage ownership				50.00%
Minimum net worth to consummate business combination				$ 5,000,001
Percentage of public shares that would not be redeemed if business combination is not completed within combination period				100.00%
Expenses payable on dissolution				$ 100,000
Value per share to be maintained in the trust account				$ 10.20
Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Value per share to be maintained in the trust account				$ 10.00
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock, shares			6,000,000	6,000,000
Proceeds from sale of units			$ 60,000,000
Sale of stock, price per share			$ 10.20	$ 10.20
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of private units sold, shares			390,000	390,000
Sale of stock, price per share				$ 10.00
Number of private units issued, price per share			$ 10.00
Private Placement [Member] \| Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of private units sold, shares			390,000
Sale of stock, price per share			$ 10.00
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock, shares		900,000
Number of private units sold, shares	40,500
Sale of stock, price per share				$ 10.00
Units issued during the period shares	900,000
Units issued aggregate amount	$ 9,000,000
Number of additional private units issued	40,500	40,500
Number of private units issued, price per share	$ 10.00	$ 10.00
Proceeds from issuance of private units	$ 405,000

SCHEDULE OF INITIAL PUBLIC OFFERING PROCEEDS TO COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023
Subsidiary, Sale of Stock [Line Items]
Total			$ 73,305,000
Cash to the operating account			657,285
Underwriting expenses			1,725,000
Other offering expenses			263,675
Amount held back for Sponsor portion of risk capital in event of full exercise of the over-allotment			279,040
Total			2,925,000
Balance	$ 71,221,220	$ 70,380,000	70,380,000
Accretion for common stock subject to redemption amount	834,681	841,220
Balance	$ 72,055,901	$ 71,221,220	72,055,901
I P O Including Over Allotment [Member]
Subsidiary, Sale of Stock [Line Items]
Total			69,000,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Total			$ 4,305,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Cash	$ 220,799		$ 220,799		$ 659,035
Investments held in trust account	72,055,901		72,055,901		70,418,228
Investment income interest	834,681		1,637,673
Offering costs	3,734,630		3,734,630
Unrecognized tax benefits	0		0		0
Accrued for interest and penalties	0		0		0
Common Stock Subject to Mandatory Redemption [Member]
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Common stock subject to possible redemption value	$ 72,055,901		$ 72,055,901		$ 70,380,000

INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)

3 Months Ended

6 Months Ended

Dec. 29, 2022

Dec. 22, 2022

Mar. 31, 2022

Jun. 30, 2023

Subsidiary, Sale of Stock [Line Items]

Number of shares issued, value

^[1]

$ 25,000

IPO [Member]

Subsidiary, Sale of Stock [Line Items]

Number of shares issued

6,000,000

Sale of stock, price per share

$ 10.20

Sale of stock, description of transaction

Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of one Common Stock upon the consummation of the Company’s initial business combination one right (“Public Right”).

Over-Allotment Option [Member]

Subsidiary, Sale of Stock [Line Items]

Number of shares issued

900,000

Sale of stock, price per share

$ 10.00

Number of shares issued, value

$ 9,000,000

[1]	Included an aggregate of 225,000 shares subject to forfeiture at June 30, 2022 (see Note 5).

PRIVATE PLACEMENT (Details Narrative) - USD ($)			6 Months Ended
PRIVATE PLACEMENT (Details Narrative) - USD ($)	Dec. 29, 2022	Dec. 22, 2022	Jun. 30, 2023
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued		390,000	390,000
Sale of stock, description			Each Unit consists of one share of common stock and one right to receive one-tenth (1/10) of one share of Common Stock upon the consummation of the Company’s initial business combination (“Private Right”).
Number of private units issued, price per share		$ 10.00
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued	40,500
Number of additional private units issued	40,500
Number of private units issued, price per share	$ 10.00
Proceeds from issuance of private units	$ 405,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)					3 Months Ended		6 Months Ended
	Feb. 22, 2023	Dec. 29, 2022	Jun. 03, 2022	Feb. 07, 2022	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Apr. 18, 2023
Related Party Transaction [Line Items]
Deferred offering costs					$ 629,929	$ 629,929	$ 629,929
Shares subject to forfeiture to underwriters								225,000
Fees for services						$ 30,000
Unsecured promissory note			$ 150,000
Annual website service fees	$ 784				$ 943
Alpha Vest Holding L P [Member] \| Peace Capital Limited [Member]
Related Party Transaction [Line Items]
Transferred shares									1,035,000
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Sale of stock, number of shares issued		40,500
Founder Shares [Member]
Related Party Transaction [Line Items]
Deferred offering costs				$ 25,000
Founder Shares [Member] \| Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Shares subject to forfeiture to underwriters				225,000
TenX Global Capital LP [Member]
Related Party Transaction [Line Items]
Selling general and administrative expense							$ 10,000
Common Stock [Member] \| Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Shares subject to forfeiture to underwriters				225,000
Common Stock [Member] \| Founder Shares [Member]
Related Party Transaction [Line Items]
Sale of stock, number of shares issued				1,725,000

COMMITMENTS & CONTINGENCIES (Details Narrative) - USD ($)			6 Months Ended
	Dec. 22, 2022	Sep. 15, 2022	Jun. 30, 2023
Subsidiary, Sale of Stock [Line Items]
Cash underwriting discount per unit			$ 0.25
Aggregate cash underwriting discount			$ 1,725,000
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from initial public offering			$ 2,415,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Additional units to cover over-allotments		900,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Percentage of cash fee upon initial business combination on gross proceeds			3.50%
Proceeds from initial public offering	$ 60,000,000

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)					6 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Dec. 29, 2022	Dec. 22, 2022	Jul. 11, 2022	Feb. 07, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized					2,000,000		2,000,000
Preferred stock par or stated value per share					$ 0.0001		$ 0.0001
Preferred stock, shares issued					0		0
Preferred stock, shares outstanding					0		0
Common stock shares authorized					200,000,000		200,000,000
Common stock par or stated value per share					$ 0.0001		$ 0.0001
Deferred offering costs					$ 629,929
Shares subject to forfeiture to underwriters						225,000
Common stock, issued					2,280,500		2,280,500
Common stock, outstanding					2,280,500		2,280,500
Temproary equity, redemption shares					6,900,000		6,900,000
Over-Allotment Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock, number of shares issued	40,500
Number of shares issued, price per share	$ 10.00
Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock, number of shares issued		390,000			390,000
Number of shares issued, price per share		$ 10.00
Proceeds from issuance of private placement		$ 3,900,000
Founder Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Deferred offering costs				$ 25,000
Founder Shares [Member] \| Over-Allotment Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares subject to forfeiture to underwriters				225,000
EBC Founder Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, price per share			$ 0.014
Estimated fair value			$ 1,812
EBC Founder Shares [Member] \| Over-Allotment Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock, number of shares issued	2,596
EBC Founder Shares [Member] \| Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock, number of shares issued		25,000
Sponsor [Member] \| Over-Allotment Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock, number of shares issued	37,904
Sponsor [Member] \| Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock, number of shares issued		365,000
Common Stock [Member] \| Over-Allotment Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares subject to forfeiture to underwriters				225,000
Common Stock [Member] \| Founder Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock, number of shares issued				1,725,000
Percentage of common stock issued and outstanding				20.00%
Common Stock [Member] \| EBC Founder Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock, number of shares issued			125,000
Aggregate purchase price			$ 1,750

SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in the Trust Account	$ 72,055,901	$ 70,418,228
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in the Trust Account	$ 72,055,901	$ 70,418,228

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Line Items]
Marketable securities held in trust account	$ 72,055,901	$ 70,418,228
US Treasury Securities [Member]
Cash and Cash Equivalents [Line Items]
Marketable securities held in trust account	$ 72,055,901