UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 11, 2023
ALPHAVEST
Acquisition Corp
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-41574 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
420
Lexington Ave, Suite 2446
New
York, NY 10170
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (203) 998-5540
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting 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 entitled 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item
7.01 Regulation FD Disclosure.
On
August 14, 2023,
AlphaVest Acquisition Corp (the “Company”) issued a press release announcing
the execution of a Business Combination Agreement with Wanshun Technology Industrial Group Limited, a Cayman Islands exempted company
(“Wanshun”), and the other parties thereto (as it may be amended, supplemented
or otherwise modified from time to time, the “Business Combination Agreement”)
on August 11, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Upon the terms
and subject to the conditions of the Business Combination Agreement, and in accordance with applicable law, AV Merger Sub, a Cayman Islands
exempted company and a direct, wholly owned subsidiary of the Company, will merge with Wanshun, with Wanshun surviving the merger as
a wholly owned subsidiary of the Company (the “Business Combination”).
The
information in this Item 7.01, including Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of
1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such
filings. The submission of the information set forth in this Item 7.01 will not be deemed an admission as to the materiality of any information
in this Item 7.01, including Exhibits 99.1.
Important
Information About the Business Combination and Where to Find It
In
connection with the Business Combination, the Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4 (the “Registration Statement”) containing a proxy statement/prospectus and certain
other related documents, which will be both the proxy statement to be distributed to holders of the Company’s ordinary shares in
connection with the Company’s solicitation of proxies for the vote by the Company’s shareholders with respect to the Business
Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and
sale of the securities of the Company to be issued in connection with the Business Combination. This communication is not a substitute
for the Registration Statement, the definitive proxy statement/final prospectus or any other document that the Company will send to its
shareholders in connection with the Business Combination. The Company’s shareholders and other interested persons are advised to
read carefully and in their entirety, when available, the preliminary proxy statement/prospectus included in the Registration Statement
(including any amendments or supplements thereto) and the definitive proxy statement/final prospectus, as well as other documents filed
with the SEC, as these materials will contain important information about the parties to the Business Combination Agreement, the Company
and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will
be mailed to shareholders of the Company as of a record date to be established for voting on the Business Combination and other matters
as may be described in the Registration Statement. Shareholders will also be able to obtain copies of the proxy statement/prospectus
and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once
available, at the SEC’s web site at www.sec.gov, or by directing a request to: AlphaVest Acquisition Corp, One 420 Lexington Ave,
Suite 2446, New York, NY 10170, Attention: Yong (David) Yan, (203) 998-5540.
Participants
in the Solicitation
The
Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s shareholders
with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests
in the Company is contained in the Company’s registration statement on Form S-1 (as amended to date), which was initially filed
with the SEC on December 13, 2022, and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request
to AlphaVest Acquisition Corp, One 420 Lexington Ave, Suite 2446, New York, NY 10170, Attention: Yong (David) Yan, (203) 998-5540. Additional
information regarding the interests of such participants will be contained in the Registration Statement when available.
Wanshun
and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of
the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information
regarding their interests in the Business Combination will be contained in the Registration Statement when available.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. The Company’s and Wanshun’s actual results may differ from their
expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future
events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believe,” “predict,” “potential,” “continue,” and similar expressions may identify such
forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking
statements include, without limitation, the Company’s and Wanshun’s expectations with respect to future performance and anticipated
financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing
of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could
cause actual results to differ materially from expected results, including factors that are outside of the Company’s and Wanshun’s
control and that are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of
any legal proceedings that may be instituted against the Company and Wanshun following the announcement of the Business Combination Agreement
and the transactions contemplated therein; (2) the inability to complete the Business Combination, including due to failure to obtain
the approval of the shareholders of the Company, approvals or other determinations from certain regulatory authorities, or other conditions
to closing in the Business Combination Agreement; (3) the occurrence of any event, change or other circumstance that could give rise
to the termination of the Business Combination Agreement or that could otherwise cause the transactions contemplated therein to fail
to close; (4) the inability to obtain or maintain the listing of the combined company’s shares on the Nasdaq Stock Market LLC following
the Business Combination; (5) the risk that the Business Combination disrupts current plans and operations as a result of the announcement
and consummation of the Business Combination; (6) the ability to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably and
to retain its key employees; (7) costs related to the Business Combination; (8) changes in applicable laws or regulations; (9) the possibility
that Wanshun or the combined company may be adversely affected by other economic, business, and/or competitive factors; (10) the combined
company’s ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;
(11) the impact of COVID-19 on Wanshun’s business and/or the ability of the parties to complete the Business Combination; and (12)
other risks and uncertainties indicated from time to time in the Registration Statement and other documents filed, or to be filed, by
the Company with the SEC.
The
Company cautions that the foregoing list of factors is not exclusive. Although the Company believes the expectations reflected in these
forward-looking statements are reasonable, nothing in this Current Report on Form 8-K should be regarded as a representation by any person
that the forward-looking statements or projections set forth herein will be achieved or that any of the contemplated results of such
forward-looking statements or projections will be achieved. There may be additional risks that the Company and Wanshun presently do not
know of or that the Company and Wanshun currently believe are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. The Company cautions readers not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. Neither the Company nor Wanshun undertakes any duty to update these forward-looking statements, except
as otherwise required by law.
No
Offer or Solicitation
This
Current Report on Form 8-K and the exhibits hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect
to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell
or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
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 hereunto duly authorized.
| |
ALPHAVEST
ACQUISITION CORP |
| |
|
|
| |
By: |
/s/
Yong (David) Yan |
| |
Name: |
Yong
(David) Yan |
| |
Title: |
Principal
Executive Officer |
Date:
August 14, 2023
Exhibit
99.1
AlphaVest
Acquisition Corp Announces Entering into a Merger Agreement with Wanshun Technology Industrial Group Limited
New
York, NY, Aug. 14, 2023 — AlphaVest Acquisition Corp (NASDAQ: ATMV) (“ATMV”), a special purpose acquisition company,
announced the execution of a Business Combination Agreement (the “Merger Agreement”) with Wanshun Technology Industrial
Group Limited (“Wanshun”), primarily a peer-to-peer marketplace for on-demand rides hailing services in China. The
transaction will be structured as a business combination with ATMV’s wholly owned subsidiary, AV Merger Sub, and is anticipated
to result in ATMV shareholders receiving shares of Wanshun capital stock valued at approximately $300 million (the “Business Combination”).
The transaction has been approved by the boards of directors of both ATMV and Wanshun and is expected to be consummated in the fourth
quarter of 2023 or early 2024, subject to regulatory approval and respective stockholder approval by the stockholders of ATMV and the
stockholders of Wanshun and the satisfaction of certain other customary closing conditions.
Wanshun,
based in Shenzhen, China, and established in 2016, operates an app-based ride-hailing service. Building on its established ride-hailing
business, Wanshun is creating an online and offline ecosystem by integrating complimentary verticals including physical stores/showrooms
for existing and new drivers, customized white-label electric vehicle and smart life service.
Upon
the closing of the Business Combination, the combined company is expected to operate under the name Wanshun Technology Industrial Group
Limited and remain a NASDAQ-listed public company trading under a new ticker symbol. Wanshun’s executive management team will continue
to lead the combined company. There can be no assurance that the combined company will remain listed on NASDAQ.
“AlphaVest
recognizes the significant opportunity within Wanshun’s distinctive business model and recent launches of new growth initiatives,
which created a vibrant synergy within its business ecosystem,” said Dr. David Yan, Chief Executive Officer of ATMV. “We
are excited to have Wanshun for this business merger and look forward very much to consummating this transaction. We believe that, with
the value proposition that AlphaVest brings into this transaction, Wanshun will have the ability to amplify its growth plans and create
significant value for stockholders over time.”
The
description of the Business Combination contained herein is only a summary and is qualified in its entirety by reference to the Merger
Agreement relating to the transaction. For additional information, see ATMV’s Current Report on Form 8-K, which will be filed promptly
and can be obtained at the website of the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov.
Advisors
Winston
& Strawn is serving as legal advisor to ATMV. Jun He Law Offices LLC is serving as legal advisor to Wanshun. Small Seashell Limited
is serving as financial advisor to ATMV.
About
Wanshun Technology Industrial Group Limited
Wanshun,
based in Shenzhen, China, and established in 2016, engages primarily a peer-to-peer marketplace for on-demand rides hailing services
with around 5.8 million registered drivers. The company offers drivers affordable subscription plans to enhance driver loyalty and stickiness
to its platform, alongside the traditional commission based fee structure. Building on its established ride-hailing business, Wanshun
is creating an online and offline ecosystem by integrating complimentary verticals including physical stores/showrooms for existing and
new drivers, customized white-label electric vehicle and smart life service.
About
AlphaVest Acquisition Corp
AlphaVest
Acquisition Corp is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses. While the company will not be limited to
a particular industry or geographic region in its identification and acquisition of a target company, the company intends to focus
its search on businesses throughout Asia.
Cautionary
Note Regarding Forward Looking Statements
This
press release may contain statements that constitute “forward-looking statements” as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include information concerning ATMV’s and Wanshun’s possible or assumed future
results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities,
and the effects of regulation, including whether the Business Combination will generate returns for stockholders or shareholders, respectively.
These forward-looking statements are based on ATMV’s or Wanshun’s management’s current expectations, projections, and
beliefs, as well as a number of assumptions concerning future events. When used in this communication, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,” “propose,”
and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify
forward-looking statements.
These
forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown
risks, uncertainties, assumptions, and other important factors, many of which are outside of ATMV’s or Wanshun’s management’s
control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks,
uncertainties, assumptions, and other important factors include, but are not limited to: (a) the occurrence of any event, change, or
other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to
the Business Combination; (b) the outcome of any legal proceedings that may be instituted against ATMV, Wanshun, or others following
the announcement of the Business Combination and any definitive agreements with respect thereto; (c) the inability to complete the Business
Combination due to the failure to obtain the approval of the stockholders of ATMV, to obtain financing to complete the Business Combination
or to satisfy other conditions to closing; (d) changes to the proposed structure of the Business Combination that may be required or
appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;
(e) the ability to meeting the applicable stock exchange listing standards following the consummation of the Business Combination; (f)
the risk that the Business Combination disrupts current plans and operations of Wanshun or its subsidiaries as a result of the announcement
and consummation of the transactions described herein; (g) the ability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the ability of Wanshun to grow and manage growth profitably, maintain relationships
with customers and suppliers and retain its management and key employees; (h) costs related to the Business Combination; (i) changes
in applicable laws or regulations, including legal or regulatory developments (including, without limitation, accounting considerations)
which could result in the need for ATMV to restate its historical financial statements and cause unforeseen delays in the timing of the
Business Combination and negatively impact the trading price of ATMV’s securities and the attractiveness of the Business Combination
to investors; (j) the possibility that ATMV and Wanshun may be adversely affected by other economic, business, and/or competitive factors;
(k) Wanshun’s ability to execute its business plans and strategies; (l) Wanshun’s estimates of expenses and profitability;
(m) the risk that the transaction may not be completed by ATMV’s business combination deadline and the potential failure to obtain
extensions of the business deadline if sought by ATMV; (n) other risks and uncertainties indicated from time to time in the final prospectus
of ATMV relating to its initial public offering filed with the SEC, including those under “Risk Factors” therein, and other
documents filed or to be filed with the SEC by ATMV. Copies are available on the SEC’s website, www.sec.gov. You are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
ATMV and Wanshun assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise. Neither ATMV nor Wanshun gives any assurance that either ATMV or
Wanshun will achieve its expectations.
Additional
Information about the Business Combination and Where to Find It
In
connection with the proposed Business Combination between ATMV and Wanshun, ATMV will file a registration statement on Form S-4 (as may
be amended from time to time, the “Registration Statement”) that will include a preliminary proxy statement of ATMV and a
registration statement/preliminary prospectus of Wanshun, and after the Registration Statement is declared effective, ATMV will mail
a definitive proxy statement/prospectus relating to the Business Combination to its stockholders. The Registration Statement, including
the proxy statement/prospectus contained therein, when declared effective by the SEC, will contain important information about the Business
Combination and the other matters to be voted upon at a meeting of ATMV’s stockholders to be held to approve the Business Combination
and related matters. This communication does not contain all of the information that should be considered concerning the Business Combination
and other matters and is not intended to provide the basis for any investment decision or any other decision in respect to such matters.
ATMV and Wanshun may also file other documents with the SEC regarding the Business Combination. ATMV stockholders and other interested
persons are advised to read the preliminary proxy statement/prospectus when available and the amendments thereto and the definitive proxy
statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important
information about ATMV, Wanshun, and the Business Combination.
When
available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to ATMV
stockholders as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies
of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents filed or that will be filed
with the SEC through ATMV through the website maintained by the SEC at www.sec.gov, or by directing a request to the contacts
mentioned below.
Participants
in the Solicitation
ATMV,
Wanshun, and their respective directors and officers may be deemed participants in the solicitation of proxies of ATMV stockholders in
connection with the Business Combination. ATMV stockholders and other interested persons may obtain, without charge, more detailed information
regarding the directors and officers of ATMV and a description of their interests in ATMV is contained in ATMV’s final prospectus
related to its initial public offering, dated December 19, 2022, and in ATMV’s subsequent filings with the SEC. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to ATMV stockholders in connection with the
Business Combination and other matters to be voted upon at the ATMV stockholder meeting will be set forth in the Registration Statement.
Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination
will be included in the Registration Statement that ATMV and Wanshun intend to file with the SEC. You will be able to obtain free copies
of these documents as described in the preceding paragraph.
No
Offer or Solicitation
This
press release relates to a proposed Business Combination between ATMV and Wanshun. This press release does not constitute an offer to
sell or exchange, or the solicitation of an offer to buy or exchange any securities, or a solicitation of any vote or approval, nor shall
there be any sale or exchange of securities in any jurisdiction in which such offer, solicitation, sale, or exchange would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
For
investor and media inquiries, please contact:
David
Yan
Email:
david.yan@alphavestacquisition.com
203-998-5540
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